Legal

Customer Terms

CUSTOMER TERMS AND CONDITIONS

These Customer Terms and Conditions (together with any applicable Order Forms, the "Agreement") are entered into by and between MechaPal株式会社, DBA as Nugacraft, a company incorporated in Japan with its registered office at 10648-16-302 Misonou, Saijo-cho, Higashihiroshima City, Hiroshima Prefecture, 739-0024, Japan ("Nugacraft"), and the individual or entity placing an order for or accessing the Services ("Customer" or "you").

By accepting this Agreement, whether by clicking "accept", submitting an Order Form, or using the Services, you agree to be bound by its terms. If you are acting on behalf of a company or other legal entity, you represent that you have authority to bind that entity and its affiliates, in which case "Customer" refers to them. If you lack such authority or do not agree to these terms, do not accept the Agreement or use the Services.

This Agreement is effective as of the date you accept it (the "Effective Date").

1. DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms shall have the meanings given to them below:

"Acceptable Use Policy" means the acceptable use policy set forth in Clause 4.6 of this Agreement.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"Agreement" shall have the meaning set forth in the introductory paragraph.

"Applicable Law" means all applicable laws, regulations, statutes, and codes of practice in force from time to time, including but not limited to Applicable Data Protection Law.

"Applicable Data Protection Law" means all laws and regulations applicable to the processing of Personal Data under this Agreement, including but not limited to the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK General Data Protection Regulation, and Japan's Act on the Protection of Personal Information ("APPI").

"Business Day" means a day other than a Saturday, Sunday, or public holiday in Japan.

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes the terms of this Agreement, Customer Data, business and marketing plans, technology and technical information, product plans and designs, and business processes. It does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

"Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Customer Data" means all electronic data, content, and information submitted by or for the Customer or its Users to the Services, including but not limited to text prompts, voice recordings, and any other files or materials uploaded to the Platform.

"Data Processing Addendum" or "DPA" means Nugacraft's Data Processing Addendum, which governs the processing of Personal Data.

"Documentation" means the official user manuals, guidelines, and other documentation for the Services provided by Nugacraft to the Customer, as may be updated from time to time.

"User" means an individual authorised by the Customer to access and use the Services.

"Terms of Use" means the Nugacraft Terms of Use, which govern each User's access to and use of the Services.

"Fees" means the subscription fees payable by the Customer for the Services, as specified in the applicable Order Form or Nugacraft's public pricing page.

"Initial Subscription Term" means the initial term of the subscription as specified in the relevant Order Form.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order Form" means an ordering document, whether in physical or electronic form, specifying the Services to be provided hereunder that is entered into between Customer and Nugacraft, including any addenda and supplements thereto.

"Output" means the content of the specific responses (whether in voice, text, or other form) generated by Nugacraft as a response to the Users based on their input of Customer Data to the Platform via avatars. For the avoidance of doubt, any avatar, including their likeness, visual appearance, graphics and voice, shall not constitute a part of the Output.

"Personal Data" has the meaning given to it in the GDPR and includes any "personally identifiable information" or similar term under other Applicable Data Protection Law.

"Platform" means the web-based software platform provided by Nugacraft via Nugacraft.com or other designated websites or IP addresses.

"Renewal Term" means the successive renewal periods for the subscription, each of a duration equal to the Initial Subscription Term unless otherwise specified in the Order Form.

"Schedules" means Nugacraft's Data Processing Addendum and Terms of Use which are incorporated to and form a part of this Agreement.

"Services" means the Nugacraft platform and related services, including:
(a) The Nugacraft software platform itself (the "Platform"), including our generative AI models and underlying technology;
(b) Any Nugacraft websites, applications, or application programming interfaces (APIs) through which the Platform is accessed;
(c) All digital avatars and other audiovisual content generated by or made available through the Platform; and
(d) Any related documentation, updates, and support services provided by Nugacraft.

"Special Category Personal Data" has the meaning given to it in Article 9(1) of the GDPR, which includes Biometric Data for the purpose of uniquely identifying a natural person.

"Subscription Term" means the Initial Subscription Term together with all Renewal Terms.

In this Agreement:

Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In the event of any conflict or inconsistency between the provisions of the main body of this Agreement, the Schedules, and any Order Form, the order of precedence shall be: (1) the Order Form (solely with respect to its commercial terms such as Fees and Subscription Term), (2) the Data Processing Addendum, (3) the main body of this Agreement, (4) the Terms of Use.

2. SUBSCRIPTION AND TERM

2.1 Provision of Services. Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Nugacraft grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit its Users to access and use the Services and the Documentation during the Subscription Term. For the avoidance of doubt, the Customer and its Users may not resell, sublicense, or otherwise grant any third party the right to access or use the Services to create avatars, but they may sell or otherwise distribute access to interact with the avatars that they have lawfully generated through permitted use of the Services.

2.2 Agreement Term. This Agreement commences on the Effective Date and continues until the expiry or termination of all Subscription Terms.

2.3 Subscription Term and Renewals. The subscription shall commence on the date specified in the Order Form (the "Subscription Start Date") and shall continue for the Initial Subscription Term. Thereafter, the subscription will automatically renew for successive Renewal Terms unless either party gives the other written notice of non-renewal before the end of the then-current term.

3. Nugacraft'S OBLIGATIONS

3.1 Service Provision. Nugacraft will make the Services available to the Customer and its Users pursuant to this Agreement and the applicable Order Form, and will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Nugacraft shall give at least 8 hours electronic notice), and (b) any unavailability caused by circumstances beyond Nugacraft's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack ("Force Majeure Event").

3.2 Support. Nugacraft will provide the Customer with its standard customer support services during its normal business hours in Japan.

3.3 Modifications. Nugacraft may update or modify the Services from time to time. Any changes that materially affect expected functionality or interoperability shall be notified in advance.

4. CUSTOMER OBLIGATIONS

4.1 General Responsibilities. The Customer shall provide Nugacraft with all necessary co-operation in relation to this Agreement.

4.2 Account Security. The Customer is responsible for all activities that occur under its accounts and for maintaining the confidentiality of all User usernames and passwords. The Customer agrees to notify Nugacraft promptly of any unauthorized use of its account or any other breach of security.

4.3 User Compliance. The Customer shall be responsible for any User's breach of this Agreement or the Terms of Use. The Customer agrees to take all reasonable steps to ensure that Users comply with these terms.

4.4 Terms of Use.

The Customer shall ensure that every User agrees to the Terms of Use or equivalent terms before gaining access to the Services (for example, through a click-wrap, sign-up checkbox, or any other binding mechanism). The Customer shall keep reasonable evidence of each User's acceptance of such terms.
Nugacraft reserves the right to modify the Terms of Use at its sole discretion. Nugacraft will provide the Customer with at least thirty (30) days' prior written notice of any material changes. The Customer shall be responsible for notifying its Users of such changes and ensuring their continued compliance.

4.5 Customer Data and Consents.

The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
The Customer warrants and represents that it has obtained, and will maintain throughout the Subscription Term, all necessary rights, consents, licences, and permissions from Users and any other relevant third parties required to permit:
(a) the Customer to provide the Customer Data to Nugacraft; and
(b) Nugacraft to process the Customer Data (including any Personal Data) in accordance with this Agreement for the purpose of providing the Services.
This obligation includes, without limitation, obtaining any explicit consent required under Applicable Data Protection Law for the processing of Special Category Personal Data, including any Biometric Data processed by the Services to generate the Output. The Customer acknowledges that the Services involve the processing of such data and that it is the Customer's sole responsibility as data controller to establish a valid legal basis for such processing.

4.6 Acceptable Use Policy.

4.6.1 General Prohibitions. The Customer agrees to not misuse the Services or to permit anyone else to do so. The Customer's use of the Services must at all times comply with this Acceptable Use Policy. Specifically, the Customer agrees not to do, or attempt to do, any of the following in connection with the Services:

4.6.2 Duty to Procure Compliance. The Customer shall ensure that each User complies with this Acceptable Use Policy. Any User act or omission that would violate this Acceptable Use Policy will be treated as the Customer's own breach, and the Customer must promptly suspend the offending User's access and remedy the non-compliance.

4.6.3 Illegal and Harmful Activities.

Engage in, promote, or facilitate any activity that is illegal under applicable law.
Upload, generate, or share content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, or otherwise objectionable. This includes, without limitation, content that promotes or incites hate speech, violence, terrorism, or discrimination against any individual or group based on race, ethnicity, religion, nationality, disability, sexual orientation, sex, gender identity, or any other protected characteristic.
Transmit, store, or distribute any viruses, malware, worms, trojan horses, or other malicious or harmful software.

4.6.4 Infringement of Rights.

Upload or use any content that infringes upon the intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights of any third party. The Customer represents and warrants that the Customer has all necessary rights, licenses, and permissions for any content the Customer submits.
Violate the privacy, publicity, or data protection rights of others. The Customer shall not upload or process any personal data of a third party without first obtaining their explicit and informed consent where required by applicable law.

4.6.5 Service Integrity.

Disrupt, degrade, impair, or violate the integrity or security of the Services, our underlying infrastructure, or the networks of other users. This includes probing, scanning, or testing the vulnerability of any system or network.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Use any automated means, such as bots or scrapers, to access the Services or extract data, other than through the official APIs or interfaces we provide.

4.6.6 Deceptive Practices.

Use the Services to create or disseminate disinformation, misinformation, or materially deceptive content (including "deepfakes") for any fraudulent or malicious purpose.
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

A breach of this Acceptable Use Policy constitutes a material breach of this Agreement. Nugacraft reserves the right, in our sole discretion, to investigate any suspected violation and to take any action we deem appropriate, including the immediate suspension or termination of your access to the Services, without prior notice.

5. FEES AND PAYMENT

5.1 Fees. The Customer shall pay the Fees specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) Fees are based on the Services purchased, (b) payment obligations are non-cancellable and Fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term.

5.2 Invoicing and Payment. Fees will, as applicable, be charged or invoiced in advance in accordance with the billing frequency stated in the Order Form. Invoices are due net thirty (30) days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to Nugacraft and notifying Nugacraft of any changes to such information.

5.3 Fee Adjustments. Nugacraft may adjust the Fees for any Renewal Term by providing the Customer with at least thirty (30) days' notice prior to the start of the Renewal Term. If the Customer does not agree to the adjusted Fees, the Customer may terminate this Agreement by providing written notice to Nugacraft at least thirty (30) days before the Renewal Term begins, and the Agreement will end at the conclusion of the then-current Subscription Term.

5.4 Overdue Charges. If any invoiced amount is not received by Nugacraft by the due date, then without limiting Nugacraft's rights or remedies, Nugacraft may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Clause 5.2.

5.5 Suspension of Service. If any amount owing by the Customer under this or any other agreement for Nugacraft's services is overdue, Nugacraft may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.

5.6 Taxes. The Fees are exclusive of any taxes, levies, duties, or similar governmental charges of any nature, including value-added, sales, use or withholding taxes, by any jurisdiction whatsoever (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Nugacraft IPR. The Customer acknowledges that all Intellectual Property Rights in the Services, the Platform, the Documentation, and any modifications or enhancements thereto belong and shall belong to Nugacraft or its licensors. This Agreement does not grant the Customer any Intellectual Property Rights or licences in respect of the Services, the Platform, or the Documentation, except as expressly stated herein.

6.2 Customer IPR. As between the parties, the Customer shall own all right, title, and interest to all Customer Data. The Customer hereby grants to Nugacraft and its Affiliates a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, adapt, and process the Customer Data for the purposes of providing the Services to the Customer, fulfilling its duties under this Agreement, and for internal business development, research, and service improvement purposes.

6.3 Outputs. Subject to the Customer's full compliance with this Agreement and payment of all applicable Fees, Nugacraft assigns and transfers to the Customer all Intellectual Property Rights in the Outputs generated by the Customer's Users through their use of the Services, if and to the extent such Intellectual Property Rights vest in Nugacraft.

6.4 Feedback. If the Customer or its Users provide any suggestions, enhancement requests, recommendations, or other feedback relating to the Services ("Feedback"), the Customer grants Nugacraft a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any such Feedback.

7. DATA PROTECTION

7.1 Roles of the Parties. The parties acknowledge that for the purposes of Applicable Data Protection Law, the Customer is the data controller and Nugacraft is the data processor in respect of processing of any Personal Data contained within Customer Data.

7.2 Data Processing. Nugacraft's Data Processing Addendum sets out the scope, nature, and purpose of processing by Nugacraft, the duration of the processing, and the types of Personal Data and categories of data subjects. Nugacraft shall process such Personal Data only on the documented instructions of the Customer, as set out in this Agreement and the DPA.

7.3 Nugacraft as Controller. The Customer acknowledges that Nugacraft may process Personal Data relating to the Customer's account management, billing, and marketing activities, for which Nugacraft acts as a data controller. Such processing is governed by Nugacraft's Privacy Policy, available at [URL].

8. CONFIDENTIALITY

8.1 Confidentiality Obligation. Each party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after its termination, disclose to any person any Confidential Information of the other party, except as permitted by Clause 8.2.

8.2 Permitted Disclosures. A party may disclose the other party's Confidential Information:

to its employees, officers, representatives, subcontractors, or professional advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided that such recipients are bound by confidentiality obligations no less protective than those in this Agreement; and
as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

8.3 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than reasonable care.

9. WARRANTIES AND DISCLAIMERS

9.1 Nugacraft Warranties. Nugacraft warrants that:

it will provide the Services with reasonable skill and care and in a professional manner;
the Services will perform materially in accordance with the Documentation; and
it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement

9.2 Customer Warranties. The Customer warrants and represents that:

it has the legal power and authority to enter into this Agreement;
the Customer Data shall not infringe any third-party Intellectual Property Rights or violate any Applicable Law; and
it has complied and will continue to comply with its obligations under Clause 4.4 (Terms of Use) and Clause 4.5 (Customer Data and Consents).

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE 9, THE SERVICES ARE PROVIDED "AS IS" AND Nugacraft DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Nugacraft DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE BASED ON GENERATIVE ARTIFICIAL INTELLIGENCE AND THAT ANY OUTPUT MAY CONTAIN INACCURACIES, ERRORS, OR MATERIAL THAT YOU FIND OFFENSIVE. Nugacraft MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT.

10. INDEMNIFICATION

10.1 Indemnification by Nugacraft. Nugacraft shall defend the Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against the Customer by a third party alleging that the Services infringe or misappropriate such third party's Intellectual Property Rights, and shall indemnify the Customer for any damages, attorney fees and costs finally awarded against the Customer as a result of a Claim.

10.2 Indemnification by Customer. The Customer shall defend Nugacraft and its Affiliates against any Claim made or brought against Nugacraft by a third party:

alleging that the Customer Data, its processing by Nugacraft, or Outputs infringe or misappropriate the Intellectual Property Rights of a third party or violates Applicable Law;
arising from the Customer's breach of its obligations under Clause 4 (Customer Obligations), including its obligations related to the Terms of Use and obtaining necessary consents under Data Protection Law; or
arising from a User's breach of the Terms of Use or Acceptable Use Policy.

The Customer shall indemnify Nugacraft for any damages, attorney fees and costs finally awarded against Nugacraft as a result of, or for amounts paid by Nugacraft under a court-approved settlement of, such a Claim.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Limitation of Liability. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 10, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO Nugacraft IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Unlimited Liability. Nothing in this Agreement shall limit or exclude a party's liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot be limited or excluded by Applicable Law.

12. TERM, SUSPENSION AND TERMINATION

12.1 Term. This Agreement shall commence on the Effective Date and shall continue for the Subscription Term unless terminated earlier in accordance with this Clause 12.

12.2 Suspension. Nugacraft may suspend the Customer's or any User's right to access or use any portion or all of the Services immediately at any time if: (a) Nugacraft determines that the Customer's or a User's use of the Services poses a security risk, may adversely impact the Services or systems of Nugacraft or other customers, or may subject Nugacraft to liability; or (b) the Customer is in breach of Clause 5 (Fees and Payment).

12.3 Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4 Consequences of Termination. Upon termination or expiry of this Agreement for any reason:

all rights and licences granted to the Customer under this Agreement shall immediately terminate;
the Customer shall immediately pay to Nugacraft all outstanding unpaid Fees;
each party shall return or destroy all Confidential Information of the other party; and
Nugacraft will delete or anonymise Customer Data in its possession in accordance with the procedures and timeframes set out in the DPA.

12.5 Survival. The following clauses shall survive any termination or expiration of this Agreement: 1, 5, 6, 7, 8, 9.3, 10, 11, 12.4, 12.5, and 13.

13. GENERAL PROVISIONS

13.1 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) for causes beyond that party's reasonable control.

13.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

13.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, Nugacraft may assign this Agreement in its entirety (including all Order Forms), without the Customer's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.4 Entire Agreement. This Agreement, including its Schedules and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

13.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.7 No Partnership or Agency. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.8 Third-Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

13.9 Governing Law and Jurisdiction. This Agreement is governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator(s). The language of the arbitration shall be English.