SECTION A: GENERAL TERMS
1 INTERPRETATION
1.1 Definitions: In this Agreement, the following terms have the stated meaning:
1.2 Interpretation: In the Agreement:
a) words in the singular include the plural and vice versa;
b) a reference to:
i. a party to the Agreement includes that party’s permitted assigns;
ii. personnel include officers, employees, contractors, and agents, but a reference to the Company’s personnel does not include the Client.
iii. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
iv. including and similar words do not imply any limit;
v. SGD and Singapore Dollar are a reference to the currency listed in the KeyDetails; and
vi. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them;
2 APPOINTMENT
2.1 Right to provide service:
a) The Client engages the Company on an exclusive, non-transferable right to provide Consultancy services in accordance with thisAgreement for the stipulated duration.
b) Territory: The Company will only process Consultancy service for theClient within the said territory.
c) Exclusive arrangement: To avoid doubt, the rights granted to the Company under theAgreement are exclusive. Nothing in thisAgreement shall applies to limit or restrict the Company’s right to provide the services
3 INSTRUCTION
3.1 Giving Instruction: The Client shall provide the Company the Instruction with the details of the employees and/or contractors, for the Services, together with any other information reasonably required by the Company to conduct the consultancy service of PDPA
3.2 Accepting Orders: The Company has the right to decline the Instruction given with reasonable grounds or potential breach of legislation.
4 COMPANY COVENANT
4.1 TheCompany shall conduct its business under the code of Good Industry Practice;
5 CLIENT COVENANT
5.1 In addition to complying with its obligations in the Agreement, the Client shall:
a) Provides the Company all requested information for the smooth process of the Consultancy works;
b) to keep the Company, inform about any changes in the Client’s company policy
c) In the event that the Client provided the necessary information after the allowable time. The Client shall not hold the Company responsible any delay or losses.
d) The Company shall invoice accordingly based on the Consultancy works assigned bythe Client.
e) Fees made by the Client are non-refundable.
6 FEES
6.1 General:
a) Subject to the remainder of clause 6, the Client shall pay the Company the Fees plusSales Tax (if any) in accordance with clause 6. The payment of Sales Tax is subject to the Company supplying the Client with a valid tax invoice indicating the necessary Tax ID.
6.2 Invoicing and payment:
a) The Client shall notify the Company in writing of any error in the calculation of the Fees within 7 working days of receiving the statement or the Client is deemed to have agree to the invoice.
b) TheClient shall be liable for a late payment interest on the accrue amount at the rate of 10% per annum to be calculated on a day-to-day basis until realization.
7. INTELLECTUAL PROPERTY
7.1 Services, Products and/ or mobile applications:
The Company (and its licensors) owns their respectively Intellectual Property Rights to the documentation including but not limited to policies, procedures, Standard OperatingProcedures (SOP) and templates that will be provided and use by the client in the course of the provision of the Services and/or Products the Client shall not dispute the ownership and/or proprietorship on any rights declared by theCompany, whether duly notify or otherwise.
The client agrees not to use, copy or share the documentation stated above to third party without prior permission by the company.
7.2 New Intellectual Property:
As between the parties, from the date it is created, the Company solely own:
a) all new Intellectual Property created by the Company in the course of providing theServices, Products and/or mobile application or otherwise in connection with this Agreement, where such endeavours shall be deemed as both proprietary and working tools of the Company; and
b) all new Intellectual Property in any documentation or other materials created by the Company, to the extent the documentation or materials relate to theServices, Products and/ or mobile applications.
7.3 Restrictions:
The Client shall not:
a) use the Company’s Intellectual Property other than to support its covenant under the Agreement;
b) alter, remove or otherwise interfere with any copyright or proprietary marking on the Products, their packaging, or the Documentation;
c) duplicate any/ or use any part of the documentation or materials created/ or given by the Company in the course of providing the Services in connection with this Agreement from thisAgreement to another company or client. This includes various forms, including paper, digital or on apps or website. A breach to this clause will result in paying 100 times of paying the initial document and licencing fee paid. The Company license the Client to use the documentation and forms as part of this service.
7.4 Notifying of issues:
a) The Client shall bear the burden to notify the Company:
b) where the Client becomes aware, or reasonably suspects, that the Company’sIntellectual Property Rights are being infringed, or are likely to beinfringed, including any circumstance that suggests a person may haveunauthorised knowledge, possession or use of the Services, Products and/ ormobile applications; and
c) of any proceeding or known intention to bring proceedings against the Company and/or the Company, including for infringement of Intellectual PropertyRights.
8 CONFIDENTIALITY
a) The Company shall maintain as confidential at all times the information provided by the Client to the Company, and shall not directly or indirectly disclose, or permit such information to be disclosed to any person; or use such information for any purpose other than performing its obligations under this agreement.
8.1 Security: Each party must, unless it has the prior written consent of the other party:
a) keep confidential at all times the Confidential Information of the other party;
b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c) disclose Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that the personnel or professional advisor is aware of, and complies with, clauses 8.1a and 8.1b.
8.2 Permitted disclosure: The obligation of confidentiality in clause 8.1does not apply to any disclosure or use of Confidential Information:
a) for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b) required by law (including under the rules of any stock exchange);
c) which is publicly available through no fault of the recipient of the ConfidentialInformation or its personnel;
9 WARRANTIES & REPRESENTATON
9.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
9.2 Services and/ or Products: The Company does not give anywarranty to the Client relating to the Services and/ or Products, other thanthe warranties:
a) that the Company makes directly to Client in a Client Agreement or
9.3 Prohibition: Warranties and responsibility of the Company shall not be transferable.
9.4 No implied warranties: To the maximum extent permitted by law:
a) the Company’s warranties are limited to those set out in the Documentation and theAgreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise, are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to an amount equal to the Fees paid or payable by the Company to the Client in relation to the relevant Service and/ or Product; and
b) the Company makes no representation concerning the quality of the Products or the Documentation or
9.5 The Client warrants and represents to The Company that:
9.5.1: it has and shall maintain in force at all times during the start to end date of the Agreement, and shall at all times comply with, all necessary approvals as required under or in connection with this Agreement and/orApplicable Law;
9.5.2: it has the requisite legal authority to offer its services to its End Clients and shall maintain any required approvals to do so at all times throughout the time of the Agreement;
9.5.3: All information supplied by The Client to The Company is:
(a) true and accurate and TheCompany may rely on the same without need for further verification; and
(b) provided in full compliance with all relevant Data Privacy Laws;
9.5.4: No conflict of interest exists or is anticipated;
9.6 The Client acknowledges and agrees that The Company:
9.6.1: provides the Services on an ‘as is’ basis and does not warrant nor represent that the Services will meet The Client’s and/or the End Client’s requirements/ expectations; and
9.6.2: to the maximum extent permitted by Applicable Law expressly excludes all conditions, warranties, representations or other terms (whether express, implied or otherwise) applicable to the performance of the Services.
9.7 Company Indemnity: The Company shall release and indemnify the Client against all liabilities, costs, expenses, damages and losses incurred by the Client arising from or in connection with any damage suffered or loss incurred to any person, including the Client, where that damage or loss arises from service that fails to conform with this Consultancy agreement ;or any negligence of the Company or breach by the Company of its obligations under this Consultancy agreement.
9.8 Client indemnity: The Client shall fully indemnify the Company from any claim, proceeding, damage, loss, liability, cost and expense(including legal costs on a solicitor and own client basis) suffered or incurred by the Company resulting from:
a) infringement of the Company’sIntellectual Property Rights by the Client, including any misuse of the Brands; and
b) dispute or discrepancy in Consultancy of the Client's employee and/or person connected to the employee, where such dispute or discrepancy occur as a direct result ofClient's negligence or inaccuracy of information provided by Client.
9.8.1 The Client shall fully indemnify The Company and hold it harmless from and against any and all Claims and/or Losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:
(a) any Claims made by and End Client (or any Third Party) against The Company in. connection with this Agreement;
(b)The Client’s (and the End Client’s) use of or reliance on the Services; and
(c) The Client’s use of any and all information that The Client provides to The Company for the purpose of this Agreement, and
(d) any breach by The Client of Clause 9.5.1 and/ or 9.5.
9.8.2 For the purpose of Clause 9.8, TheClient shall be deemed to include its Affiliates, Personnels, Directors, shareholders and officers.
9.8.3 Each indemnity in this Agreement is a continuing obligation separate and independent fromThe Client’s other obligation and survives termination of this Agreement.
9.8.4 This Clause 9.8 shall survive the earliertermination of this Agreement.
9.9 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
9.10 Insurance: At its own expense, the Company must maintain in effect at all times during the term of the Agreement the insurance policies, with a reputable third-party insurance company, that a prudent entity conducting the Business would maintain, taking into account the company risks and potential liabilities under the Agreement.
9.11 Compliance with Laws: The Company shall strictly comply with all applicable laws, codes and regulations, including, in particular, any and all anti-bribery laws, anti-corruption laws, and personal data protection laws, in any activities undertaken in connection with this agreement.
10 TERM AND TERMINATION
10.1 Duration: Unless terminated under this clause, theAgreement:
a) starts on the Start Date and ends on the End Date; but
b) where there is no End Date, continues for successive terms of [12 months] from the Start Date unless a party gives at least [60 days] notice that the Agreement will terminate on the expiry of the then-current term.
10.2 Company No fault termination: The Company may terminate the Agreement atleast [2 months] prior notice to the Client. In the event, the Client wishes to terminate the service before the expiry of this Agreement, hereof stipulated in this Agreement, by the Company, the Client shall made payable for the balance validity period of this Agreement the Company would entitled to for the highest number of Consultancy service the Company so handles prior to the termination of this Agreement immediately.
Client No fault termination: TheClient may terminate the Agreement at least [2 months] prior notice to theCompany. In the event, the Client wishes to terminate the service before the expiry of this Agreement, hereof stipulated in this Agreement, by the Company, the Client shall made payable for the balance validity period of this Agreement the Company would entitled to for the highest number of consultancy service theCompany so handles prior to the termination of this Agreement immediately.
10.3 Other Termination rights:
a) TheCompany may, by notice to the other party, immediately terminate the Agreement if the other party:
b) breaches any material provision of the Agreement and the breach is not:
i. remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied;
c) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or charge’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
d) is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
10.4 Consequences of termination or expiry:
a) Termination or expiry of the Agreement does not affect either party’s rights and obligations accrued before that termination or expiry.
b) On termination or expiry of the Agreement, the Client must:
i) immediately cease to: - use the Company’s (in any form, including its staff) name in any PDPA material orACRA registration.
- use the Company’s training software; and
- use the Services and/ or Products, including mobile application, the Documentation, the Brands and all other Company Confidential Information;
ii) promptly return, destroy or erase (at the Company’s option) all copies of Company Intellectual Property in the Client possession (including theProducts, the Documentation, and all signs, stationery, sales brochures and promotional and support materials supplied to or used by the Client in relation to the conduct of the Business), and (if requested by the Company) certify in writing its compliance with this clause 10.4b ii
c)No compensation is payable by the Company to the Client’s asa result of termination of the Agreement for whatever reason.
10.5 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, and continue in force.
11 DISPUTES
11.1 Right to seek relief: Either party is permitted to seek any injunctive relief against the performance of this Agreement.
12 GENERAL
12.1 Force Majeure: Neither party shall be in breach of this Agreement if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”)including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist act, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
a) A party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:
i. it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
ii. it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
iii. it has used all reason able endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible
12.2 Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in theKey Details or otherwise notified by the other party for this purpose. If the notice is given under clause 12, a copy of that email must be immediately delivered (by hand or courier) to theChief Executive or equivalent officer of the other party at the other party’s last known business address.
12.3 Severability:
a) If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforce ability or invalidity.
b) If modification is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.
12.4 Variation: any variation to the Agreement must be in writing and signed by both parties.
12.5 Entire Agreement: The Agreement sets out everything agreed by the parties relating to the Services and/or Products, the relationship between the parties, and the conduct of the Business, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of theAgreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date. This agreement and interpretation of its term shall be governed by and construed in accordance with the laws of the Singapore and subject to the exclusive jurisdiction of the Courts of Singapore.
12.6 No assignment:
a) The client may not assign, novate, subcontract or transfer any right or obligation under the Agreement, without the prior written consent of the Company. The client remains liable for the performance of its obligations under the Agreement despite any approved assignment, subcontracting, or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
12.7 Counterparts: The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter theAgreement by signing and emailing a counterpart copy to the other party.
