Schedule 2 · Termination of specified contracts

SECOND SCHEDULESections 41, 42(1), 43(1), (2) and (7), 45(3), 46(2), 47(1), 59(2), 61(1), 66(1), (6), (10) and (11), 78(1) and (2) and 79 and Third, Fourth and Fifth SchedulesTermination of specified contractsPart 1DESCRIPTION OF CONTRACTS1. Subject to paragraphs 2 and 3, a contract is a specified contract if it is or is substantially in the nature of any of the following:

a lease or licence for any non-residential immovable property in Singapore;

a hire-purchase agreement or conditional sale agreement as defined in the Hire-Purchase Act (Cap. 125) where —

the good hired or conditionally sold under the agreement is commercial equipment; and

the agreement is not entered into with a bank licensed under the Banking Act (Cap. 19) or a finance company licensed under the Finance Companies Act (Cap. 108);

a lease of commercial equipment;

a contract for the supply of any goods;

a contract for the supply of any services.

any contract where any party to the contract is an individual, unless the individual entered into the contract —

under the individual’s registered business name (within the meaning of section 2(1) of the Business Names Registration Act 2014 (Act 29 of 2014)); or

principally for the purposes of any business of the individual;[S 19/2021 wef 15/01/2021]

any contract of service as defined in section 2(1) of the Employment Act (Cap. 91);

any construction contract as defined in section 2 of the Building and Construction Industry Security of Payment Act (Cap. 30B);

any supply contract as defined in section 2 of the Building and Construction Industry Security of Payment Act;

a lease or licence for any non-residential immovable property for a term exceeding 5 years;

any lease of a private hire car (as described in the Second Schedule to the Road Traffic Act (Cap. 276)) where the private hire car is to be used as a whole under the lease by the hirer, or any other person authorised by the hirer in the lease, to drive the private hire car personally;[S 19/2021 wef 15/01/2021]

any contract for the carriage of goods for freight by sea, land or air, including any contract for freight forwarding and logistic services;

any contract for the supply, storage, transportation, collection, treatment or disposal of hazardous materials;

any contract made in connection with a financial transaction, or for the supply of financial services, including but not limited to the following financial services:

banking and financing services, such as cash withdrawal and deposits, financial leasing, financial guarantees and Islamic finance;

hire-purchase financing services not within paragraph 1(b);

payments, money-transfer and money-changing services;

services provided by a capital markets infrastructure and payments systems, such as clearing and settlement services;

capital markets products broking, dealing, clearing, settlement, custodial and depository services;

insurance and reinsurance services;

financial advisory services;

fund raising and fund management services;

trust advisory and trust management services;

credit rating services;

any contract (or series of contracts) to effect the transfer of a trade or business or part thereof as a going concern;

any commodity contract within the meaning of section 2 of the Commodity Trading Act (Cap. 48A);

any contract for the factoring of receivables;

any contract to which section 4 of the International Interests in Aircraft Equipment Act (Cap. 144B) applies;

any contract to which the Sale of Goods (United Nations Convention) Act (Cap. 283A) applies.

an arrangement or a compromise that is approved by the Court under section 210(4) of the Companies Act or section 71(1) of the Insolvency, Restructuring and Dissolution Act 2018; or

a voluntary arrangement that is approved by creditors under section 282 of the Insolvency, Restructuring and Dissolution Act 2018,then, for so long as the arrangement or compromise is not set aside or revoked, the specified contract (to the extent of those rights and obligations) is not a specified contract for the purposes of Part 10, and the arrangement or compromise is also not a specified contract for the purposes of that Part.

any plant, machinery or fixed asset located in Singapore, where such plant, machinery or fixed asset is used for manufacturing, production or other business purposes; or

a commercial vehicle;“commercial vehicle” means a vehicle in Singapore that is —

a goods vehicle as defined in section 2(1) of the Road Traffic Act (Cap. 276), but does not include an excluded goods-cum-passengers vehicle;[S 19/2021 wef 15/01/2021]

an excursion bus, an omnibus, a private bus, a private hire bus or a school bus as described in the Second Schedule to the Road Traffic Act;

a private hire car as described in the Second Schedule to the Road Traffic Act;

a taxi as described in the Second Schedule to the Road Traffic Act; or

an engineering plant, such as a tractor, a road roller, an excavator, a forklift, a dumper, a grader, a concrete pump, a dozer, a loader, a skidder, a compactor, a scrapper, a pipe-layer, a handcraft, a pax step or an airport service equipment;“excluded goods-cum-passengers vehicle” means a vehicle —

with folding seats and side doors and either a tailboard or doors opening at the rear, constructed or adapted for the carriage of goods as well as 7 passengers or more, excluding the driver; and

registered by the owner for the use by the owner or a member of the owner’s family, or any person with the owner’s authority and without consideration, for social or domestic purposes;[S 19/2021 wef 15/01/2021]“goods” means any movable or personal property but does not include choses in action or money;“hazardous material” means any material in the first column as defined in the Act specified opposite in the second column:First columnSecond columnMaterialAct in which defined1.ArmsArms and Explosives Act (Cap. 13)2.Authorised military device 3.Electronic dart gun 4.Explosive 5.Explosive precursor 6.Gun 7.High explosives 8.Plastic explosive 9.Stun gun 10.Unmarked plastic explosive 11.ArmArms Offences Act (Cap. 14)12.Biological agentBiological Agents and Toxins Act (Cap. 24A)13.Toxin 14.Scheduled chemicalChemical Weapons (Prohibition) Act (Cap. 37B)15.Active ingredientControl of Vectors and Pesticides Act (Cap. 59)16.Pesticide 17.Vector repellent 18.Corrosive substanceCorrosive and Explosive Substances and Offensive Weapons Act (Cap. 65)19.Explosive substance 20.Offensive weapon 21.Scheduled weapon 22.Dangerous fireworksDangerous Fireworks Act (Cap. 72)23.Explosive 24.Rocket firework 25.Sandcracker 26.Air impuritiesEnvironmental Protection and Management Act (Cap. 94A)27.Air pollution 28.Dark smoke 29.Hazardous substance 30.Sewage 31.Smoke 32.Toxic substance 33.Trade effluent 34.Dangerous substanceEnvironmental Public Health Act (Cap. 95)35.Garden refuse 36.Industrial waste 37.Stable refuse 38.Toxic industrial waste 39.Waste 40.Explosive substanceExplosive Substances Act (Cap. 100)41.Flammable materialFire Safety Act (Cap. 109A)42.Petroleum 43.Household wasteHazardous Waste (Control of Export, Import and Transit) Act (Cap. 122A)44.Waste 45.Hydrogen cyanideHydrogen Cyanide (Fumigation) Regulations (Cap. 132, Rg 1)46.Methyl bromide 47.Hydrogen phosphide 48.Fumigant 49.Irradiating apparatusRadiation Protection Act (Cap. 262).50.Nuclear material 51.Radioactive material 52.Radioactive substance 53.Radioactive waste 54.Radionuclide Part 2ESSENTIAL SERVICES1. The following services relating to energy:

electricity generation, electricity transmission or electricity distribution services;

services for the supply or transmission of natural gas for electricity generation.

fixed telephony services;

mobile telephony services;

broadband internet access services;

national domain name registry services.

water supply services;

services relating to collection and treatment of used water;

services relating to management of storm water.

acute hospital care services;

services relating to disease surveillance and response.

banking services, including cash withdrawal and deposits, corporate lending, treasury management and payment services;

payments clearing and settlement services;

securities trading, clearing, settlement and depository services;

derivatives trading, clearing and settlement services;

services relating to maintenance of monetary and financial stability;

currency issuance;

services relating to cash management and payments for the Government.

civil defence services;

police and security services;

immigration services;

registration services under the National Registration Act (Cap. 201);

prison security and rehabilitation services.

air navigation services;

airport passenger control and operations;

airport baggage and cargo handling operations;

aerodrome operations;

flight operations of aircraft.

rapid transit systems operated under a licence granted under the Rapid Transit Systems Act (Cap. 263A);

bus services operated under a bus service licence granted under the Bus Services Industry Act 2015 (Act 30 of 2015);

monitoring and management of rapid transit systems operated under a licence granted under the Rapid Transit Systems Act;

monitoring and management of bus services operated under a bus service licence granted under the Bus Services Industry Act 2015;

monitoring and management of road traffic.

monitoring and management of shipping traffic;

container terminal operations;

general and bulk cargo terminal operations;

cruise and ferry passenger terminal operations;

pilotage, towage and water supply;

bunker supply;

salvage operations;

passenger ferry operations.

services relating to the electronic delivery of Government services to the public;

services relating to the electronic processing of internal Government functions.

services relating to broadcasting of free-to-air television and radio;

services relating to publication of newspapers;

security printing services.Part 3REQUIREMENTS FOR A, C OR D1. The requirements which A, C or D must satisfy are as follows:

the annual revenue of A, C or D (as the case may be) determined in the prescribed manner, or (where A, C or D, on the date of the notice of negotiation or notice of negotiation for contract of national interest, is a member of a group formed on or before 30 November 2020) the annual revenue of that group determined in the prescribed manner, must not exceed the prescribed amount;[S 19/2021 wef 15/01/2021]

A, C or D (as the case may be) suffered a fall in prescribed revenue of the prescribed amount for the prescribed period, determined in the prescribed manner;[S 19/2021 wef 15/01/2021]

where A, C or D (as the case may be) is a non-profit organisation, it must be one of the following:

a registered charity or an exempt charity; or

any of the following that is not a registered charity or an exempt charity:

a member of the National Council of Social Service;

a national sports association;

a national disability sports association;

an arts and culture society;

a trade association.[S 19/2021 wef 15/01/2021]2. For the purposes of this Part, a reference to a group is a reference to 2 or more entities where —

each entity is either a parent or a subsidiary, or both, of at least one other entity, and for this purpose —

an entity is a parent of another entity if the entity controls the other entity;

an entity is a subsidiary of another entity if the entity is controlled by the other entity; and

an entity controls another entity if —

the entity has existing rights that give the entity the current ability to direct the activities of the other entity in a way that significantly affects the amount of the other entity’s returns;

the entity has exposure, or rights, to variable returns from its involvement with the other entity; and

the entity has the ability to use the existing rights mentioned in sub-paragraph (A) over the other entity to affect the amount of the firstmentioned entity’s returns from its involvement with the other entity; or

the entities are related to each other through ownership or control in such a way that the group is required to prepare consolidated financial statements for financial reporting purposes under FRS 110 or an equivalent accounting standard.[S 19/2021 wef 15/01/2021]3. In this Part —“Accounting and Corporate Regulatory Authority” means the body established under section 3 of the Accounting and Corporate Regulatory Authority Act (Cap. 2A);“arts and culture society” means a society that —

is classified under any of the following classification codes under the Singapore Standard Industrial Classification 2015 (Version 2018) established by the Department of Statistics of the Ministry of Trade and Industry: CodeDescription 85420Music, dancing, art, speech and drama instruction 90001Production of live theatrical presentations (e.g. stage plays, musicals and theatre productions) 90002Performing arts venue operation 90003Operas, wayang and puppet shows 90004Orchestras, musical bands, choirs and dance groups 90009Dramatic arts, music and other arts production-related activities not elsewhere classified (e.g. stage, lighting and sound services) 91021Museums 91022Art galleries (excluding retail) 91029Preservation of historical sites, buildings, artefacts and paintings, cultural villages and other related activities not elsewhere classified;

is registered under section 4 or 4A of the Societies Act (Cap. 311); and

satisfies one or more of the following conditions:

the society is a participant in any project, activity, programme or festival that is funded (whether wholly or partially), commissioned or organised by the National Arts Council or the National Heritage Board in the period from 1 April 2018 to 31 March 2020 (both dates inclusive);

the society operates a museum that was a member of a group established by the National Heritage Board known as the Museum Roundtable on 31 March 2020;

the society is listed as an accredited Arts Education Programme provider in the 2019-2021 National Arts Council-Arts Education Programme Directory on the National Arts Council Internet website at https://aep.nac.gov.sg;“exempt charity” has the meaning given by section 2(1) of the Charities Act (Cap. 37);“FRS 110” means the reporting standard known as the Singapore Financial Reporting Standard 110 (Consolidated Financial Statements) as issued by the Accounting Standards Committee under the Accounting Standards Act 2007;[Act 36 of 2022 wef 01/04/2023]“National Arts Council” means the body established under section 3 of the National Arts Council Act (Cap. 193A);“National Council of Social Service” means the body established under section 3 of the National Council of Social Service Act (Cap. 195A);“national disability sports association” means a sports organisation in Singapore that is recognised by the Singapore Sports Council as the governing body for a particular sport for the disabled in Singapore;“National Heritage Board” means the body established under section 3 of the National Heritage Board Act (Cap. 196A);“national sports association” means a sports organisation in Singapore that is recognised by the Singapore Sports Council as the governing body for a particular sport in Singapore;“non-profit organisation” means an organisation or association of persons, whether corporate or unincorporate, that is not operated or conducted for profit;“registered charity” means a charity that is registered under section 5 of the Charities Act;“Singapore Sports Council” means the body established under section 3 of the Singapore Sports Council Act (Cap. 305);“society” has the meaning given by section 2 of the Societies Act;“trade association” means a society —

that is registered under section 4 or 4A of the Societies Act;

that supports its members in developing their respective businesses by conducting activities that relate to trade, commerce, investment or industry development; and

where one or more members of the society are regulated by the Accounting and Corporate Regulatory Authority under any written law.[S 19/2021 wef 15/01/2021]Part 4ADJUSTMENT OF RIGHTS AND OBLIGATIONSThe rights and obligations of the parties and their assignees upon a termination of a specified contract set out in the first column below (other than a specified contract that has become impossible of performance or been frustrated within the meaning of section 2(1) of the Frustrated Contracts Act (Cap. 115)) are adjusted in the manner set out opposite that contract in the second column below:First columnSecond columnSpecified contractEffects on rights and obligations of parties to specified contract upon termination1.Any lease or licence for non-residential immovable property(a)a tenant or licensee must, on or before the date of termination —

reinstate the property in accordance with the terms of the lease or licence; and (ii)deliver vacant possession of the property to the landlord or licensor; (b)a tenant or licensee who fails to reinstate the property in accordance with paragraph (a)(i) is liable to pay the landlord or licensor —

any sum set out in the lease or licence for the failure to reinstate the property (if applicable); or (ii)any loss suffered by the landlord or licensor as a consequence of the failure to reinstate the property (including any cost incurred by the landlord or licensor to remedy the breach); (c)a tenant or licensee who fails to deliver vacant possession of the property to the landlord or licensor in accordance with paragraph (a)(ii) is liable to pay the landlord or licensor —

any sum that the tenant or licensee is liable to pay under the law or lease or licence, for the continued possession of the property; and (ii)any interest, late payment charge or other charge (however described) on the sum mentioned in sub-paragraph (i) (if applicable); (d)the tenant or licensee remains liable to the landlord or licensor under the lease or licence for the following: (i)any rent, licence fee or other moneys, in relation to the period of the lease or licence on or before the date of termination, that the tenant or licensee is required to pay (whether before, on or after the date of termination); (ii)any expense or loss incurred or suffered by the landlord or licensor, in relation to the period of the lease or licence on or before the date of termination, as a consequence of any breach of the lease or licence by the tenant or licensee on or before the date of termination; (iii)any amount that the tenant or licensee is required to pay to the landlord or licensor under an indemnity, in relation to the period of the lease or licence on or before the date of termination; (iv)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i), (ii) or (iii) (if applicable); (e)subject to paragraph (c), the tenant or licensee is not liable to the landlord or licensor under the lease or licence for the following: (i)any rent, licence fee or other moneys, in relation to the remaining period of the lease or licence after the date of termination, that the tenant or licensee is required to pay (whether before, on or after the date of termination); (ii)any sum (other than a sum mentioned in paragraph (b) or (d) or pursuant to section 43(3)) that the tenant or licensee would have been required to pay for any termination or repudiation of the lease or licence; (iii)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i) or (ii) (if applicable); and (f)the landlord or licensor —

is not liable to give the tenant or licensee exclusive possession to or a right to use or occupy any part of the property after the date of termination; (ii)is, subject to sub-paragraph (iii), liable, within 4 weeks after the date of termination, to refund or return to the tenant or licensee (as the case may be) without interest —

any security deposit given by the tenant or licensee pursuant to the lease or licence; and (B)any rent, licence fee or other moneys, or part of any rent, licence fee or other moneys, paid by the tenant or licensee in advance for the remaining period of the lease or licence after the date of termination; and (iii)may set-off from any sum that the landlord or licensor is liable to pay the tenant or licensee, any sum that the tenant or licensee is liable to pay the landlord or licensor under paragraph (b), (c) or (d) or pursuant to section 43(3).2.Any contract for the supply of goods or services(a)where any services have been performed or title to goods transferred on or before the date of termination, in accordance with the terms of the contract, the party liable under the contract (whether before, on or after the date of termination) to pay any counterparty for those services or goods, is liable to pay for those services or goods according to the contract price; (b)where —

any act is performed by a party on or before the date of termination, in order to perform any services or transfer title to any goods in accordance with the terms of the contract; (ii)the contract does not provide for a price for the performance of that act such that paragraph (a) does not apply; and (iii)no payment has been received and no sum is otherwise payable under this Part in relation to that act, the counterparty liable to pay for those services or goods is liable to pay a reasonable sum (not exceeding the contract price agreed for all services or goods in the contract) for —

any expenses incurred by the party who performed the act; or (v)the value of the benefit received by the counterparty, as the case may be; (c)a party remains liable to a counterparty under the contract for the following: (i)any expense or loss incurred or suffered by the counterparty, in relation to the period of the contract on or before the date of termination, as a consequence of any breach of the contract by the party on or before the date of termination; (ii)any amount that the party is required to pay to the counterparty under an indemnity, in relation to the period of the contract on or before the date of termination; (iii)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i) or (ii) (if applicable); (d)a party is not liable to —

pay any sum to a counterparty (other than a sum mentioned in paragraph (a), (b) or (c)) that the party would have been required to pay for any termination or repudiation of the contract; (ii)pay any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i); (iii)perform any services or deliver any goods that the party is required to perform or deliver after the date of termination, under the contract; or (iv)accept any services or take delivery of any goods that the party is required to accept or take delivery of after the date of termination, under the contract; (e)a party is, subject to paragraph (f), liable, within 4 weeks after the date of termination, to refund or return (as the case may be) to a counterparty without interest —

any security deposit given by the counterparty pursuant to the contract; and (ii)any payment or part of any payment made by the counterparty in advance for any services the party would have had to perform or goods the party would have had to deliver after the date of termination (had the contract not been terminated); and (f)a party may set-off from any sum that the party is liable to pay a counterparty, any sum that the counterparty is liable to pay the party under paragraph (a), (b) or (c).3.Any hire-purchase agreement or conditional sale agreement mentioned in paragraph 1(b) of Part 1(a)a hirer of the good must, on or before the date of termination —

deliver up the good to the owner in accordance with the terms of the agreement; and (ii)pay to the owner the difference (if any) between —

the aggregate of all instalment payments (less interest) that the owner would have been entitled to receive for the remaining period of the agreement after the date of termination; and (B)the price that could be obtained by the owner if the good is sold or disposed of at the time the good is delivered up by the hirer pursuant to sub-paragraph (i); (b)a hirer is liable to pay the following to the owner: (i)any costs incurred by the owner to re-possess the good if the hirer fails to deliver up the good in accordance with paragraph (a)(i); (ii) any costs incurred by the owner to sell or dispose of the good (if applicable); (c)the hirer remains liable to the owner under the agreement for the following: (i)any instalment payment, interest, fee or other moneys, in relation to the period of the agreement on or before the date of termination, that the hirer is required to pay (whether before, on or after the date of termination); (ii)any expense or loss incurred or suffered by the owner, in relation to the period of the agreement on or before the date of termination, as a consequence of any breach of the agreement by the hirer on or before the date of termination; (iii)any amount that the hirer is required to pay to the owner under an indemnity, in relation to the period of the agreement on or before the date of termination; (iv)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i), (ii) or (iii) (if applicable); (d)the hirer is not liable to the owner under the agreement for the following: (i)any early settlement fee or other fees or damages (other than an amount mentioned in paragraph (a), (b) or (c)) that the hirer would have been required to pay for any termination or repudiation of the agreement; (ii)any instalment payment, interest, fee or other moneys, in relation to the period of the agreement after the date of termination, that the hirer is required to pay (whether before, on or after the date of termination); (iii)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i) or (ii) (if applicable); (iv)any insurance premium that the hirer is required to pay to procure, maintain or renew any insurance coverage for the good after the date of termination; and (e)the owner —

remains liable to the hirer under the agreement for the following: (A)any moneys, in relation to the period of the agreement on or before the date of termination, that the owner is required to pay (whether before, on or after the date of termination); (B)any expense or loss incurred or suffered by the hirer, in relation to the period of the agreement on or before the date of termination, as a consequence of any breach of the agreement by the owner on or before the date of termination; (ii)is, subject to sub-paragraph (iii), liable, within 4 weeks after the date of termination, to refund to the hirer without interest —

any deposit given by the hirer pursuant to the agreement; and (B)any instalment payment, interest, fee or other moneys, or part of any instalment payment, fee or other moneys, paid by the hirer in advance for the remaining period of the agreement after the date of termination; and (iii)may set-off from any sum that the owner is liable to pay the hirer, any sum that the hirer is liable to pay the owner under paragraph (a), (b) or (c).4.Lease of commercial equipment mentioned in paragraph 1(c) of Part 1(a)a lessee must, on or before the date of termination —

reinstate the commercial equipment in accordance with the terms of the lease; and (ii)deliver possession of the commercial equipment to the lessor; (b)a lessee who fails to reinstate the commercial equipment in accordance with paragraph (a)(i) is liable to pay the lessor —

any sum set out in the lease for the failure to reinstate the commercial equipment (if applicable); or (ii)for any loss suffered by the lessor as a consequence of the failure to reinstate the commercial equipment (including any cost incurred by the lessor to remedy the breach); (c)the lessee remains liable to the lessor under the lease for the following: (i)any fee or other moneys, in relation to the period of the lease on or before the date of termination, that the lessee is required to pay (whether before, on or after the date of termination); (ii)any expense or loss incurred or suffered by the lessor, in relation to the period of the lease on or before the date of termination, as a consequence of any breach of the lease by the lessee on or before the date of termination; (iii)any amount that the lessee is required to pay to the lessor under an indemnity, in relation to the period of the lease on or before the date of termination; (iv)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i), (ii) or (iii) (if applicable); (d)subject to paragraph (b), the lessee is not liable to the lessor under the lease for the following: (i)any fee or other moneys, in relation to the remaining period of the lease after the date of termination, that the lessee is required to pay (whether before, on or after the date of termination); (ii)any sum (other than a sum mentioned in paragraph (c)) that the lessee would have been required to pay for any termination or repudiation of the lease; (iii)any interest, late payment charge or other charge (however described) on an amount mentioned in sub-paragraph (i) or (ii) (if applicable); and (e)the lessor —

is not liable to lease the commercial equipment to the lessee after the date of termination; (ii)is, subject to sub-paragraph (iii), liable, within 4 weeks after the date of termination, to refund or return to the lessee (as the case may be) without interest —

any security deposit given by the lessee pursuant to the lease; and (B)any payment, or part of any payment, made by the lessee in advance for the remaining period of the lease after the date of termination; and (iii)may set-off from any sum that the lessor is liable to pay the lessee, any sum that the lessee is liable to pay the lessor under paragraph (b) or (c).5.All specified contracts (including any specified contract mentioned in paragraphs 1 to 4)(a)any obligation under the following terms in the contract, to the extent that they have any force or effect, survive the termination of the contract: (i)any term relating to the governing law or competent courts in the event of litigation; (ii)any term to refer the whole or part of a dispute which has arisen, or which may arise, between the parties for alternative dispute resolution, including negotiation, mediation or arbitration; (iii)any term relating to the treatment of confidential information; (iv)any term relating to a restraint of trade or an obligation not to compete; (v)any term excluding or restricting a party’s liability for —

breach of contract; (B)breach of an obligation arising under any written law or rule of law; or (C)other breach of duty; (vi)any warranty in respect of any goods delivered or services performed on or before the date of termination.[Act 37 of 2020 wef 14/01/2021]