Confidentiality Terms
Supply Chain Portal

Updated as at 13 June 2023

Capitalised terms used in the Terms & Conditions have the same meaning in these Confidentiality Terms.

1. Definitions

“Business Purpose” means the business relationship from time to time between you and Olea, each of us being a “Party”.

“Confidential Information” means all proprietary and confidential information, whether of a commercial, financial, technical or other nature, in whatever form or medium (including oral, written, electronic, or any other form) which by its very nature should be treated as secret and confidential or which is designated as such, which the Disclosing Party or its Representatives directly or indirectly disclose or make available to the Recipient Party or its Representatives, whether before, on or after the Effective Date, in connection with the Business Purpose.

“Disclosing Party” means the Party who discloses Confidential Information to the other Party.

“Ecosystem Participant” means:

1. any actual or potential participant, sub-participant, assignee, novatee or transferee of any receivable or Olea’s rights or obligations under any documentation;
2. any other person with a direct or indirect exposure to any receivable referred to in (a);
3. any affiliate or related fund of a person mentioned in (a) or (b);
4. any rating agency, collection agency, any direct or indirect provider of credit protection or any service provider of Olea;
5. any agent, broker or professional advisor or any person mentioned in (a) to (d),

in each case, to the extent related to the Business Purpose.

“Group” in respect of a Party, means that Party and:

1. any Person in respect of whom, on or after the Effective Date from time to time, such Party directly or indirectly: (A) owns more than half the capital, income, business assets or any other comparable equity or ownership interest; or (B) has the power to exercise fifty percent (50%) or more of the voting rights in such Person; or (C) has the legal power to direct or cause the direction of the general management or affairs of such Person; or (D) has the power to appoint or remove more than half the members of the supervisory board, board of directors or bodies legally representing such Person; or (E) has the right to manage the business of such Person;
2. any Person who has any of the rights or powers listed in (a) above in respect of such Party (“a Controller“); and
3. any Person in respect of whom a Controller directly or indirectly has any of the rights or powers listed in (a) above.

“Person” includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);

“Process or Processing” means any processing operation(s) performed upon Confidential Information whether by automatic means or not, including but not limited to collecting, recording, using, accessing, copying, retaining, storing, handling, modifying, altering, deleting or destroying;

“Recipient Party” means the Party who receives Confidential Information from the other Party; and

“Representative” means, in respect of a Party, that Party’s directors, officers, employees and professional advisers, and includes any directors, officers, employees and professional advisers of any member of that Party’s Group.

2. Term

The obligations undertaken under these Confidentiality Terms will be continuing and will survive the termination of our business relationship for a period of two years.

3. Confidentiality and Non-Disclosure

3.1   Except as otherwise expressly permitted in these Confidentiality Terms, the Recipient Party must not, without the prior written consent of the Disclosing Party:

1. disclose, or cause or permit the disclosure of, or make available, to any Person any Confidential Information; or
2. Process any Confidential Information for any purpose other than in connection with the Business Purpose.

3.2   The Recipient Party may disclose Confidential Information:

1. to the Recipient Party’s Representatives, provided that: (i) such Representatives have a need to know such Confidential Information in connection with the Business Purpose; (ii) the Recipient Party informs such Representatives of the confidential nature of the Confidential Information before it is disclosed; and (iii) such Representatives are bound by confidentiality and non-disclosure obligations in respect of such Confidential Information which are no less onerous than the obligations set out in these Confidentiality Terms;
2. if and to the extent it is required to do so by any applicable laws, court orders or the rules or requirements of any regulatory authority or stock market by whose rules the Recipient Party (or a member of the Recipient Party’s Group) is bound. Any disclosure of Confidential Information pursuant to this paragraph 3.2(b) will not operate to render the Confidential Information as “publicly available”; and
3. in the case of Olea, to any Ecosystem Participant.

3.3   If the Recipient Party (or a member of the Recipient Party’s Group) is required to make a disclosure referred to in clause 3.2(b) the Recipient Party must limit, and must ensure that each relevant member of the Recipient Party’s Group limits, such disclosure to the minimum amount of Confidential Information it is required to disclose and, before making such disclosure, the Recipient Party must, save to the extent prohibited by any applicable laws, court orders or rules or requirements of the relevant regulatory authority or stock market (as applicable), give the Disclosing Party reasonable prior notice of the full circumstances of the required disclosure together with the Confidential Information which it proposes to disclose and consult with, and take into account any reasonable requests made by, the Disclosing Party as to the form and scope of the disclosure.

3.4   The Recipient Party:

1. must keep Confidential Information confidential and take all necessary precautions (including, without limitation, physical, technical and organisational security measures) to ensure that all such Confidential Information is held in confidence (whether communicated orally, in writing, electronic form or otherwise) and minimise the risk of accidental or unauthorised disclosure, access to or use of such Confidential Information;
2. must promptly notify the Disclosing Party if it suspects, or becomes aware of, any unauthorised Processing or disclosure of the Confidential Information; and
3. acknowledges and agrees that acts and omissions of its Representatives to whom it discloses Confidential Information pursuant to clause 3.2(a) will be deemed to be acts and omissions of the Recipient Party and, accordingly, if any acts or omission of such Representatives would, if taken by the Recipient Party, constitute a breach of these Confidentiality Terms, the Recipient Party will be deemed to have breached these Confidentiality Terms.

3.5   Each Party acknowledges and agrees that nothing in these Confidentiality Terms operates to transfer any rights, titles or interests (including intellectual property rights) subsisting in Confidential Information from one Party to the other and that the Disclosing Party will own all rights, titles and interests (including intellectual property rights) subsisting in the Confidential Information disclosed by the Disclosing Party.

3.6   The Recipient Party must, and must procure that the Recipient Party’s Representatives to whom Confidential Information has been disclosed must, within 15 days of receiving a written request to do so, delete, destroy or return (at the election of the Recipient Party) any Confidential Information in its possession or control, together with any copies of such Confidential Information. The Recipient Party may retain any Confidential Information in its possession or control to the extent it is required to do so by any applicable laws, court orders or the rules or requirements of any regulatory authority or stock market by whose rules the Recipient Party (or a member of the Recipient Party’s Group) is bound or its internal retention policies, provided that the terms of these Confidentiality Terms will continue to apply in respect of that Confidential Information. Where the Recipient Party elects to delete or destroy Confidential Information such deletion or destruction must be carried out in an appropriate and auditable manner, and confirmed by the Recipient Party in writing.

3.7   The Recipient Party’s obligations in relation to Confidential Information under these Confidentiality Terms will not apply to any Confidential Information that:

1. is in possession of the Recipient Party, without being subject to confidentiality or non-disclosure restrictions, prior to receipt from the Disclosing Party;
2. is or becomes publicly available, otherwise than as a consequence of a breach of these Confidentiality Terms;
3. is developed independently by the Recipient Party or another member of the Recipient Party’s Group without reference to the Confidential Information; or
4. is received by the Recipient Party or another member of the Recipient Party’s Group from a third party without confidentiality restrictions and without breach of these Confidentiality Terms.

4. General Terms

4.1   Nothing in these Confidentiality Terms shall impose any obligation on either Party to disclose Confidential Information to the other, or to continue with discussions regarding the Business Purpose.

4.2   Each Party reserves the right in its sole and absolute discretion to terminate discussions relating to the Business Purpose at any time.

4.3   Each Party represents and warrants to the other that:

1. it will comply with all applicable laws;
2. the disclosure of Confidential Information by it on the terms of these Confidentiality Terms does not infringe the rights of any third party; and
3. it is a corporation duly organised and validly existing in the jurisdiction of its incorporation and it has full corporate power and authority to enter into these Confidentiality Terms and to do all things necessary for the performance of these Confidentiality Terms.

4.4   The Disclosing Party (including its Representatives) does not make any express or implied representation or warranty as to the accuracy, completeness or fitness for purpose of the Confidential Information. Neither party nor any of its Representatives nor any other person will be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Confidential Information. Nothing in this clause operates to limit or exclude any liability for fraudulent misrepresentation.

4.5   These Confidentiality Terms represent the entire understanding, constitutes the whole agreement and supersedes any previous agreement of the Parties in relation to its subject matter, and excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing. Each Party confirms that in entering into these Confidentiality Terms it has not relied on any representation, warranty or undertaking which is not expressly set out in these Confidentiality Terms.

4.6   No amendment or waiver of any of the provisions of these Confidentiality Terms will be effective unless made in writing and signed by an authorised representative of each of the Parties.

4.7   If any part (including any paragraph or sub-paragraph) of these Confidentiality Terms is void or unenforceable due to any applicable law, it will be deemed to be deleted and the remaining parts of these Confidentiality Terms will continue in full force and effect.

4.8   A failure to exercise or delay in exercising any right or remedy provided by these Confidentiality Terms or by law does not constitute a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy will preclude any further exercise of any such right or remedy.

4.9   These Confidentiality Terms do not create or confer any rights or benefits enforceable by any Person who is not a Party, except that a member of a Party’s Group will have the right to enforce any rights or benefits in these Confidentiality Terms including, without limitation, any limitation and/or exclusion of liability. No consent from the Persons referred to in this clause is required for the Parties to vary or rescind these Confidentiality Terms (whether or not in a way that varies or extinguishes rights or benefits in favour of such third parties).

4.10  Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of these Confidentiality Terms, and that a Party shall be entitled to seek the remedies of injunction, specific performance and/or any other equitable relief for any threatened or actual breach of these Confidentiality Terms.

4.11  Nothing in these Confidentiality Terms or in any matter or any arrangement contemplated by the is intended to constitute a partnership, association, joint venture, fiduciary relationship or other co-operative entity between the Parties for any purpose whatsoever. Neither Party has any power or authority to bind the other Party or impose any obligations on it and neither Party shall purport to do so or hold itself out as capable of doing so.

4.12  Subject to the confidentiality obligations agreed herein and any applicable intellectual property rights, nothing in these Confidentiality Terms will impair the right of any Party (or any member of its Group) to:

1. develop, acquire or market products, services or technologies similar to or which compete with products, services or technologies that the other Party (or any member of its Group) may develop, acquire or market; or
2. own, operate, provide products or services to, receive products or services from, or otherwise have any business relationship with, any business similar to or which competes with any business that the other Party (or any member of its Group) may own, operate or otherwise be interested in.

5. Governing Law

5.1   These Confidentiality Terms, and any matters arising out of or in connection with them, are governed by English law.

5.2   Any disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination shall, at the claimant’s election:

1. be referred to the competent courts of the jurisdiction in which the other party is incorporated; or
2. be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

5.3   The Parties hereby irrevocably waive any objections on the grounds of venue or forum non conveniens to the claimant’s election in paragraph 5.2.

5.4   These Confidentiality Terms are subject to any alternative agreement we have made with you in writing.