TERMS & CONDITIONS

TERMS & CONDITIONS

1. DEFINITION AND INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise :

“Agreement” means the Services Form, these General Terms and Conditions and the accompanying Schedules hereto.

“Authorised Users” means those employees of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in Clause 2.2.

“Business Day” means any day from Monday to Friday except public holidays, in Singapore.

“Customer Data” means :

  1. the data inputted by the Customer and/or the Authorised Users while using the MyWork Mobile Application or the Software, and/or in the course of using the Services, and for which the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data; and
  2. data including personal data that the Customer may provide or send to the Supplier or that the Supplier may receive from the Customer in the course of the Customer using the Services or the Supplier providing the Services.

“Documentation” means the document made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services. For the avoidance of doubt, such Documentation can be made available online via myworkglobal.com or such other web address notified by the Supplier to the Customer, or via such other means that the Supplier may decide in its sole discretion.

“Effective Date” means the date as set out in the Services Form.

“End User Licence Agreement” or “EULA” means the End User Licence Agreement for the MyWork Mobile Application, whether for Apple and Android devices, as the case may be, a copy of which is set out at Schedule 4.

“Functionalities” means the functions that the MyWork Mobile Application can be used for as set out at Schedule 2.

“General Purposes” means the purposes of :

  1. carrying out due diligence or other screening activities (including background checks) in accordance with legal or regulatory obligations or risk management procedures that may be required by law or that may have been put in place by (i) in the case of the Supplier by the Supplier; and/or (ii) in the case of the Customer by the Customer;
  2. dealing with, administering or carrying out an internal or external audit of the Party’s processes or businesses (this is applicable to the Supplier for the Supplier’s internal or external audit; and applicable to the Customer for the Customer’s internal or external audit);
  3. preventing or investigating any fraud, unlawful activity or omission or misconduct, including whether or not there is any suspicion of the aforementioned;
  4. complying with or as required by any applicable law, governmental or regulatory requirements of any relevant jurisdiction (whether Singapore or a non-Singapore country), including meeting the requirements to make disclosure under the requirements of any law (whether Singapore or non-Singapore) binding on the Party and/or for the purposes of any guidelines issued by regulatory or other authorities, whether in Singapore or elsewhere, with which the Party is expected to comply;
  5. complying with or as required by any request or direction of any governmental authority (whether Singapore or non-Singapore); or responding to requests for information from public agencies, ministries, statutory boards or other similar authorities, with which the Party is expected to comply.  For the avoidance of doubt, this means that that Party may/will disclosure the relevant personal data to the aforementioned parties upon their request or direction; and/or
  6. storing, hosting, backing up (whether for disaster recovery or otherwise) of the individual’s personal data, whether within or outside Singapore.

“Goods and Services Tax” or “GST” means the prevailing ad valorem tax chargeable under the Goods and Services Tax Act (Cap. 117A) of Singapore.

“Intellectual Property Rights” or “IPR” means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.

“Initial Subscription Term” means the initial term of this Agreement as set out in the Services Form.

“MyWork Mobile Application” means the software application for the mobile platform that is owned by and proprietary to MyWork and that has the Functionalities.

“Normal Business Hours” means [9.00 am to 6.00 pm] local Singapore time, each Business Day.

“Parties” means the Supplier and the Customer collectively and “Party” means either of them.

“PDPA” means Singapore’s Personal Data Protection Act (Act 26 of 2012) and all subsidiary legislation related thereto.

“Personal Data” means data, whether true or not, about an individual who can be identified :

  1. from that data; or
  2. from that data and other information to which the disclosing organisation has or is likely to have access.

“Renewal Period” means the period described in the Services Form and at Clause 12.

“Services” means the services as set out at Schedule 3 to be provided by the Supplier to the Customer, including access by the Customer to the MyWork Mobile Application on a subscription-basis which has the Functionalities, as well as access to the Software.

“Services Form” means the part of this Agreement, placed at the start of this document, with the title of “Services Form”, and which forms a part of this Agreement.

“Services Purposes” means the purposes of :

  1. dealing with, managing or administering the Services; and/or
  2. conducting research, analysis and development activities (including but not limited to data analytics, surveys and/or profiling) to improve the Supplier’s services and facilities.

“Software” means the online software applications provided by the Supplier as part of the Services.

“Subscription Fees” means the fees payable by the Customer to the Supplier for the User Subscriptions as well as the provision of the Services by the Supplier, as set out in the Services Form and Schedule 1.

“Subscription Term” means the term as set out in Clause 12.3 being the Initial Subscription Term together with any and all subsequent Renewal Periods collectively).

“User Subscriptions” means the user subscriptions purchased by the Customer pursuant to Clause 7.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

1.2 Unless the contrary intention appear:

  1. A reference to this Agreement or another instrument includes any variation or replacement of any of them;
  2. A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
  3. The singular includes the plural and vice versa;
  4. The word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any government agency, and includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
  5. If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
  6. A reference to a day is to be interpreted as the period of time commencing at midnight and ending twenty-four (24) hours later;
  7. A reference to a time is a reference to Singapore time;
  8. A reference to any thing (including, without limitation, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually;
  9. The words “including”, “for example” or “such as” are not used as, or to be interpreted as a word of limitation, and do not limit the meaning of the words to which the example relates to that example or example of a similar kind;
  10. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Trial Terms and Conditions or any part of it; and
  11. Headings are inserted for convenience and do not affect the interpretation of this Agreement.

1.3 This Agreement shall apply to the provision of the Services by the Supplier to the exclusion of any other terms and conditions which the Customer may purport to apply and in whichever way the Customer purports to introduce them (the “Customer’s Provisions”). For the avoidance of doubt, the Customer acknowledges and agrees that the Supplier shall not be bound by any of the Customer’s Provisions.

2. USER SUBSCRIPTIONS

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Clause 7.1, the restrictions set out in Clause 2.2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, revocable and non-sub-licensable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that :

  1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
  3. each Authorised User shall keep a secure password for his use of the Services and Documentation, and each Authorised User shall keep his password confidential;
  4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request at any time or times;
  5. it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, and this right shall be exercised with reasonable prior notice of no less than two (2) Business Days;
  6. if any of the audits referred to in Clause 2.2(e) reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights and remedies under this Agreement or at law, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual;
  7. if any of the audits referred to in Clause 2.2(e) reveals that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights or remedies, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within ten (1) Business Days of the date of the relevant audit; and
  8. the Customer shall procure that the Authorised Users comply with their obligations under the EULA.

2.3 The Customer agrees to the terms of the EULA and shall comply with the same, and shall access and use the Services (including the MyWork Mobile Application) in accordance to this Agreement and the EULA, including but not limited to clause 5 (Use of the App) and clause 7 (Information Accuracy) of the EULA. Should there be a breach of this clause, the Supplier reserves the right, without incurring liability to the Customer and without prejudice to the Supplier’s other rights or remedies under this Agreement or at law, to disable the Customer’s access to the Services.

2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.5 The right provided under this Clause 2 is granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. SERVICES

3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

3.2 The Customer acknowledges that the Supplier may require some time to activate the Services for the Customer subsequent to the execution of the Agreement.

3.3 Notwithstanding anything that may be to the contrary, the commencement date of the Services shall be at the absolute discretion of the Supplier and may be on a date as may be notified to the Customer by the Supplier.

3.4 The Supplier shall use commercially reasonable endeavours to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for :

  1. planned maintenance carried out during the regular maintenance window of the Supplier on any day; and
  2. any unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least  one [1] Normal Business Hour’s notice in advance.

3.5 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours.

3.6 The Supplier:

  1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.7 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar or identical to those provided under this Agreement.

3.8 The Customer acknowledges and agrees that it is solely responsible for maintaining the confidentiality, safekeeping and security of all account information of itself and all Authorised Users in accessing the Services including its and all Authorised Users’ usernames and passwords, and the Customer shall notify the Supplier immediately of any unauthorised use of such account information.

3.9 The Customer shall be solely responsible for all activities that are carried out under or pursuant to its and all Authorised Users’ account information and usernames and passwords regardless that they are not in fact carried out by the Customer or the Authorised Users. The Customer acknowledges that the Supplier would not have the means to verify the identity of the party using the Customer’s or any Authorised User’s account information, username and password and the Customer agrees that the Supplier will not be responsible, in any way whatsoever, for losses suffered by the Customer or any third party if there is any unauthorised use of the Customer’s or any Authorised User’s account information, username or password.

3.10 The Customer hereby grants to the Supplier a worldwide, irrevocable, perpetual, transferable and sub-licensable right to use, copy, modify, distribute, reproduce, publish, deal in and process, information and content that the Customer (including any of its Authorised Users) transfers, provides sends or uploads to or through the Services, without any further notice and/or compensation to the Customer or others.

3.11 The Customer warrants to the Supplier that it has the right and authority to grant the rights referred to at Clause 3.10 above, to the Supplier.

4. PERSONAL DATA

4.1 The Supplier shall archive and create backups of the Customer Data so that should the Customer Data be lost or damaged in any way, the Supplier will still have the archived and backup copy of the Customer Data to restore the Customer Data. In the event of any loss or damage to Customer Data caused by the actions or omissions of the Supplier or when Customer Data is in the MyWork Mobile Application or the technology platform for the Services, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

4.2 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Parties record their intention that the Supplier shall be the Customer’s data intermediary. The Customer agrees to the following :

  1. that the personal data may be transferred or stored outside Singapore to the Supplier’s third party service providers or agents, for one or more of the Services Purposes or the General Purposes, or in order to carry out the Services and the Supplier’ other obligations under this Agreement;
  2. the Customer shall ensure that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf; and
  3. the Customer shall ensure that the individuals whose personal data are being transferred overseas have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation including the PDPA.

4.3 The Parties shall comply with the PDPA to the extent that it is applicable to that Party with respect to personal data that it is handling or processing.

4.4 The Parties shall take appropriate technical and organisational measures to protect Customer Data, against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms of processing. Such measures shall ensure a level of security appropriate to the risks represented by the processing and the nature of the data to be protected, having regard to the state of the art and the cost of implementation.

4.5 The Customer represents and warrants that :

  1. for Customer Data that the Customer will be disclosing or discloses to the Supplier, that the Customer would have prior to disclosing such personal data to the Supplier obtained consent from the individuals whose personal data are being disclosed, to (i) permit the Customer to disclose the individuals’ personal data to the Supplier for the Services Purposes and the General Purposes; and (ii) permit the Supplier to collect, use, disclose and/or process the individuals’ personal data for the Services Purposes and the General Purposes, including disclosing the said personal data to the Supplier’s third party service providers or agents, which may be sited outside of Singapore, for the Services Purposes and the General Purposes and such third such third party service providers or agents of the Supplier processing their personal data for the Services Purposes and the General Purposes;
  2. any personal data of individuals that the Customer will be or is disclosing to the Supplier are accurate; and
  3. for any personal data of individuals that the Customer will be disclosing or discloses to the Supplier, that the Customer is validly acting on behalf of such individuals and that the Customer has the authority of such individuals to provide their personal data to the Supplier and for the Supplier, its third party services providers and agents to collect, use, disclose and process such personal data for the Services Purposes and the General Purposes.

4.6 For the avoidance of doubt, any reference to the Customer in sub-paragraphs (a) to (c) under this Clause 4.6 is also a reference to the Authorised Users.

4.7 The Supplier shall own all right, title and interest in and to all of the Customer Data, to the extent permissible by law.

4.8 In the event that Clause 4.7 or any part thereof is found to be unenforceable, the Customer hereby grants the Supplier a non-exclusive, irrevocable, worldwide and perpetual licence to use, process, disclose, reproduce, backup, modify, adapt and deal in the Customer Data for the purpose of this Agreement, the performance of the Services, the Services Purposes and the General Purposes.

5. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and the Customer agrees that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. CUSTOMER OBLIGATIONS

The Customer shall :

  1. provide the Supplier with (i) all necessary co-operation in relation to this Agreement; and (ii) necessary access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
  3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, the Supplier may adjust any agreed timetable or delivery schedule (if any) as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and the EULA, and shall be responsible for any Authorised User’s breach of this Agreement and the EULA;
  5. ensure that its network and systems comply with the relevant specifications provided by the Supplier (if any) from time to time; and
  6. be solely responsible for procuring and maintaining its network connections,  telecommunications links internet access, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

7. PROPRIETARY RIGHTS

7.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with this Clause 7 and Schedule 1.

7.2 The Supplier has the right at its sole discretion to increase the Subscription Fees for each Renewal Period, provided that the increase for each Renewal Period is not more than 20 % of the Subscription Fees that was payable for the immediately preceding twelve (12) months period. Upon the Supplier notifying the Customer of such increase in the Subscription Fees for the upcoming Renewal Period in question, such increased Subscription Fees shall immediately apply and the Customer shall pay such increase in the Subscription Fees within thirty (30) days from the Customer’s issue of an invoice for the same. For the avoidance of doubt, the subclauses of this Clause 7 shall apply to the increase in the Subscription Fees. The Supplier shall employ best endeavours to notify the Customer of such increase in Subscription Fees for the next Renewal Period no later than thirty (30) days from the expiry of the then Initial Subscription term or the then Renewal Period, as the case may be.

7.3 The Subscription Fees to be paid by the Customer to the Supplier shall be payable on an annual / monthly basis in advance (including payment of the annual fees on a monthly basis), as the case may be, and in that regard, the Supplier will be issuing invoice(s) to the Customer for the same. All Subscription Fees are subject to prevailing GST unless the contrary is expressly stated.  

7.4 The Customer shall pay all Subscription Fees stated in the invoices within thirty seven (307) days from the date of that invoice, failing which the Customer shall pay the Supplier interest at the rate of twelve percent (12%) per annum from the due date until the date of full payment.

7.5 In the event the Customer requires the Supplier to present its invoices or to allow payment of its invoices via electronic means, the Customer shall bear all charges incurred, including all third party charges, if any.

7.6 Invoices are due and payable in Singapore Dollars.

7.7 All payments for Subscription Fees must be :

  1. paid by cash, cheque, banker’s draft, cashier’s order, credit card, or electronic transfer directly to the nominated account(s) of the Supplier, or through licensed payment service providers in Singapore. Any and all bank charges incurred connected with such remittance shall be wholly borne by the Customer; and
  2. paid without counterclaim and free and clear of any withholding or deduction.

7.8 If any sum due and payable by the Customer to the Supplier under this Agreement is not paid by the due date, then (without prejudice to the Supplier’s other rights and remedies under this Agreement or at law), the Supplier reserves its right to :

  1. suspend further performance of any of its obligations under the Agreement including suspending the Services; and
  2. disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

The Supplier shall not be liable to the Customer for such failure to perform or delay resulting therefrom nor for the Customer’s inability to use the Services or any part thereof.

7.9 Wherever under this Agreement, any sum of money shall be recoverable from or payable by the Customer, the same may be deducted from any sum then due or which at any time thereafter may become due to the Customer under this Agreement. Exercise by the Supplier of its rights under this subclause shall be without prejudice to any other rights or remedies available to the Supplier under this Agreement, or otherwise howsoever, at law or in equity.

7.10 The Customer shall pay to the Supplier, in addition to the Subscription Fees, a sum equal to the prevailing GST chargeable on the supply to the Customer of the Services by the Supplier in accordance with this Agreement.

7.11 Except as expressly provided for otherwise, the Customer shall be responsible for all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated (hereinafter referred to as “Taxes”), arising out of or in connection with the Services, including but not limited to, any tax which the Customer is required to withhold or deduct from payments to the Supplier, except any income tax imposed upon the Supplier by the Inland Revenue Authority of Singapore.

7.12 If Taxes pursuant to Clause 7.11 above are required to be paid, the Customer shall pay such additional sums as are necessary to ensure that the Supplier receives a net amount equal to the Subscription Fees which the Supplier would have received had the payment not been made subject to such Taxes.

8. PROPRIETARY RIGHTS

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the MyWork Mobile Application, the Software and the Documentation. Without limiting the applicability of the EULA to the Customer, the Customer acknowledges and agrees to clause 11 (Intellectual Property) and clause 12 (Copyright Marks) of the EULA. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the MyWork Mobile Application, the Software and/or the Documentation.

8.2 The Supplier confirms that it is able to grant the rights it purports to grant under this Agreement with respect to the Services, the MyWork Mobile Application, the Documentation and the Software.

8.3 The Customer acknowledges and agrees to grant the Supplier use of all of the Customer’s publicity material arising in connection with the Supplier’s provision of the Services, including but not limited to written, printed, graphic, electronic, audio or video matter for the purposes of marketing, advertising and promotion of the Supplier’s MyWork Mobile Application and/or the Services.

9. CONFIDENTIALITY

9.1 From time to time during the term of this Agreement, one Party (the “Disclosing Party”) may disclose information to the other Party (the “Receiving Party”) that is proprietary or confidential. The Receiving Party shall maintain in strict confidence all confidential or proprietary information of the Disclosing Party including but not limited to designs, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to the Disclosing Party, its present or future products, sales, suppliers, employees, investors or business, including prices and discounts (“Confidential Information”) identified by the Disclosing Party or where it ought reasonably to be known as Confidential Information, whether in oral, written, graphic or electronic form. The Receiving Party shall not disclose or grant the use of such Confidential Information to any third party except with the prior written consent of the Disclosing Party. The Receiving Party shall not use such Confidential Information except for the purpose of performing obligations to the Disclosing Party under this Agreement. The Receiving Party shall ensure its employees, agents or consultants to whom disclosure is to be made on a need to know basis, hold the Confidential Information in strict confidence and not make any use of such information for any purpose other than those expressly permitted by this Agreement. The Receiving Party shall use (and require that all employees, agents and consultants) at least use the same standard of care as the Receiving Party uses to protect its own Confidential Information of a similar nature from unauthorised use or disclosure, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information of the Disclosing Party.

9.2 The obligations contained in Clause 9.1 shall not apply if :

  1. the Confidential Information was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party;
  2. the Confidential Information was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
  3. the Confidential Information became generally available to the public or otherwise part of the public domain after its disclosure and other than through an act or omission of the Receiving Party in breach of this Agreement;
  4. the Confidential Information was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or
  5. the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange.

9.3 This clause shall survive termination of this Agreement for a period of two (2) years.

10. INDEMNITY

Notwithstanding anything that may be to the contrary, the Customer undertakes to indemnify and at all times hereafter to keep the Supplier (together with its respective officers, employees and agents) (each an “Affected Party”) indemnified against any and all losses, damages, actions, proceedings (whether such proceedings have been brought or are threatened to be brought), costs, claims, demands, liabilities (including full legal costs on a solicitor and client basis) which may be suffered or incurred by the Affected Party or asserted against the Affected Party by any person whatsoever, in respect of any matter or event whatsoever arising out of, in the course of, by reason of or in respect of  the Customer’s breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 This Clause 11 sets out the entire liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer :

  1. arising under or in connection with this Agreement;
  2. in respect of the Services, the MyWork Mobile Application, the Software or any part thereof;
  3. in respect of any use made by the Customer of the Services, the MyWork Mobile Application, the Software or any part of them; and
  4. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2 The Customer acknowledges that the Services, the MyWork Mobile Application, the Documentation and the Software present the possibility of human and machine errors, omissions, delays, and losses, including the inadvertent loss of data which may give rise to loss or damage suffered by the Customer, and the Customer agrees that it shall not hold the Supplier liable in any way whatsoever for the said loss or damage.

11.3 The Customer acknowledges that the Supplier’s systems, servers and equipment, or such other third party systems, services and equipment, used to operate the Services, the MyWork Mobile Application or the Software, may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes whatsoever. The Supplier may schedule downtime for the Services, the MyWork Mobile Application or the Software for maintenance purposes without giving notice thereof unless otherwise expressly stated herein. The Supplier shall not be liable for any loss, damage, claims, costs or expense of any kind arising from any such downtime, or from any unavailability or inoperability of any telecommunications systems or internet, technical malfunction, error, omission, interruption, delay in operation or transmission, computer error or viruses, any failure in communication lines or telecommunications networks, or any corruption or loss of data or other disruption of any kind.

11.4 All express and implied warranties or conditions, statutory or otherwise as to completeness, accuracy, sufficiency, quality or fitness of the Services, the MyWork Mobile Application, the Documentation and/or the Software for any purpose or any business whatsoever whether known to the Supplier or otherwise, are hereby excluded. The Supplier gives no condition, warranty, or undertaking, and makes no representation to the Customer :

  1. about the suitability of, or fitness of the Services, the MyWork Mobile Application, the Documentation or the Software for the Customer’s purposes nor of the effect or benefits that can be derived by the Customer from using  of the aforesaid;
  2. about the availability of the Services, the MyWork Mobile Application or the Software or operational availability of any of the aforesaid; and/or
  3. that the Services, the MyWork Mobile Application, the Documentation or the Software will be available on a continuous basis.

11.5 The Customer acknowledges and agrees that the Services, the MyWork Mobile Application, the Documentation and/or the Software are provided on an “as is” and “as available” basis, with all faults, and the Supplier disclaims all warranties and makes no warranty of any kind, whether express or implied (statutory or otherwise), including but not limited to warranties on the ownership of Intellectual Property Rights and implied warranties of merchantability, sufficiency, quality and fitness for a particular purpose. The Supplier does not warrant that the Services, the MyWork Mobile Application, the Documentation and/or the Software will be uninterrupted or error-free. The Customer shall wholly assume all risks in the Customer’s use of the Services, the MyWork Mobile Application, the Documentation and/or the Software. Without limiting the generality of the foregoing, the Supplier does not warrant and excludes all liability in respect of the Services, the MyWork Mobile Application, the Documentation and/or the Software including with respect to their quality.

11.6 To the extent permitted by law, the Supplier shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the Customer in connection with the Services, the MyWork Mobile Application, the Documentation and/or the Software or any part thereof or any transaction relating thereto whether during or after the term of this Agreement. For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses.

11.7 Where the Supplier’s liability is not expressly excluded under the Agreement or under any applicable law, the Supplier’s liability for direct damages to the Customer in contract, tort (including negligence) or otherwise whosoever and whatever the cause thereof, arising by reason of or in connection with the Services, the MyWork Mobile Application, the Documentation and/or the Software or any part thereof, any transaction relating thereto or this Agreement shall collectively for all claims (whether during the term of this Agreement or after) against the Supplier be up to a maximum aggregate amount of the Subscription Fees actually received by the Supplier under this Agreement.

11.8 The Supplier shall not be liable to the Customer for its failure to perform its obligations if, and to the extent that, such failure results from the Customer failing to perform any of its obligations under the Agreement.

11.9 The Supplier assumes no responsibility for the activities or conduct of other users of the Services.

11.10 Nothing in the Agreement in any way excludes or restricts a Party’s liability for death or personal injury resulting from the negligence of that Party.

11.11 The Customer acknowledges that one of the Functionalities of the Services or of the MyWork Mobile Application is that it is a technology tool used by organisations and individuals to find a suitable worker and a suitable business respectively, and the Supplier is not involved in the actual transaction between an organisation and an individual who may be using the Services or the MyWork Mobile Application (such as a worker). The Customer therefore agrees that the Supplier will not be responsible for any loss, damage, costs or expenses that the Customer may suffer or incur as a result of any such dealings or otherwise arising from the relationship between the Customer and any other party who may be using the Services or the MyWork Mobile Application.

12. TERM AND TERMINATION

12.1 This Agreement shall, unless otherwise terminated as provided in this Clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive Renewal Periods, unless :

  1. either Party notifies the other Party of termination, in writing, at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, as the case may be; or
  2. in the case of a monthly subscription, the Customer notifies the Supplier in writing of its intention to pause the subscription for the subsequent month, or terminate this Agreement altogether, at least three (3) working days before the end of the Initial Subscription Term or any Renewal Period; or
  3. otherwise terminated in accordance with the provisions of this Agreement.

12.2 In the event the Customer terminates an annual subscription before the end of the Subscription Term, in addition to notifying the Supplier in writing at least thirty (30) days before the end of the said term, the Supplier is entitled to claim the difference in Subscription Fees between an annual subscription and a monthly subscription. Refer to Schedule 1 for details.

12.3 The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

12.4 Notwithstanding Clause 12.1, where this Agreement has passed the Initial Subscription Term, either Party may terminate this Agreement by providing not less than one (1) month’s prior written notice to the other Party (i.e. termination without cause).

12.5 Notwithstanding anything that may be to the contrary in this Agreement, either Party may terminate this Agreement immediately at any time by providing written notice of such termination to the other Party if the other Party breaches any of the terms and conditions of this Agreement and the innocent Party has given fourteen (14) days’ notice of such breach and the other Party has failed to rectify such breach within that time. This subclause is without prejudice to the subsequent subclauses of this clause.

12.6 Notwithstanding clause 12.4 or anything that may be to the contrary in this Agreement, the Supplier may at any time, terminate this Agreement immediately by providing written notice to the Customer where :

  1. the Supplier is of the opinion that the Services, the MyWork Mobile Application, the Documentation or the Software  or any part thereof has been used by the Customer in any manner unacceptable to the Supplier, and where the Supplier has given fourteen (14) days’ notice of such breach and the Customer has failed to rectify such breach within that time;
  2. the Customer has outstanding Subscription Fees or any other monies due and payable to the Supplier which remain unpaid, and where the Supplier has given fourteen (14) days’ notice of such breach and the Customer has failed to rectify such breach within that time;
  3. the Supplier is unable to provide the Services due to lack of reasonable operating capacity or the Supplier decides to cease operation of the Services for any reason whatsoever;
  4. the Customer has been adjudged bankrupt or if a receiving order has been made against it, or if the Customer is insolvent or is in liquidation (whether voluntary or compulsory) or if the Customer has made compositions or arrangements with, or assignment for the benefit of, its creditors;
  5. the Customer, in the case of a corporation, has a winding-up petition presented against it, or has a receiver or a receiver and manager or a judicial manager appointed;
  6. the Customer, in the case of a corporation, has in the Supplier’s reasonable opinion, ceased to carry on business;
  7. the continued operation of the Services would in the opinion of the Supplier (at its absolute discretion) be unlawful or be commercially non-viable to the Supplier; or
  8. in the Supplier’s reasonable opinion, the Customer attempted to use, is likely to use or has used the Services, the MyWork Mobile Application, the Documentation or the Software (whether with or without the authorisation and/or permission of the Supplier) in contravention of any law.

12.7 In the event that any governmental or regulatory authorities directs or instructs or gives guidance that the Supplier should cease the Services, the MyWork Mobile Application or the Software; or the Services, the MyWork Mobile Application or the Software would cause the Supplier to be in breach of any applicable laws or guidance to which it is subject, the Supplier shall be entitled to immediately terminate this Agreement forthwith without entitling the Customer to receive any compensation in respect of the termination.

12.8 The Supplier reserves the right to immediately suspend the Services and/or terminate this Agreement if the Supplier is unable to provide the Services or is unable to continue providing the Services due to a termination of the underlying licence or agreement permitting the Supplier to use the software or system through which the Services are to be provided. The Supplier shall not be liable to the Customer whatsoever and the Customer shall not be entitled to receive any compensation from the Supplier, arising from such immediate termination.

12.9 Regardless of termination of the Agreement for any reason, the Customer shall remain obligated to pay the Supplier all Subscription Fees and any other sums that have accrued or are otherwise owed by the Customer to the Supplier up to the date of termination.

12.10 Unless otherwise expressly stated, any termination by either Party of the Agreement shall be without prejudice to any other rights or liabilities of either Party accrued prior to and including the date of termination.

12.11 Any termination or suspension of the Services by the Supplier for whatever reasons shall not entitle the Customer to receive any compensation in respect of the termination or suspension.

12.12 Any termination of the Agreement (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Without limiting the generality of the foregoing, Clauses 12.8 to 12.11 shall survive termination of the Agreement.

12.13 On termination of this Agreement for any reason :

  1. all licences granted by the Supplier to the Customer under this Agreement shall immediately terminate;
  2. each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party; and
  3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and/or resulting from termination (whether or not due at the date of termination). The Customer shall pay the Supplier all reasonable expenses incurred by the Supplier in returning or disposing of the Customer Data.

12.14 Where this Agreement has been terminated due to the Customer exercising its right under Clause 12.4 or due to a breach of this Agreement by the Customer, all Subscription Fees that are payable for the then existing twelve (12) month term in question (whether it is the Initial Subscription Term or any Renewal Period) shall :

  1. if still unpaid, be immediately paid by the Customer to the Supplier; or
  2. if already paid to the Supplier, shall be retained by the Supplier as monies lawfully due and owed to the Supplier by the Customer, without prejudice to the Supplier’s other rights or remedies under this Agreement or at law.

12.15 Where this Agreement has been terminated by the Supplier not due to a default of the Customer or a breach of this Agreement by the Customer, the Supplier shall be paid a pro-rated portion of the annual Subscription Fees that are payable for the then existing twelve (12) month term in question (whether it is the Initial Subscription Term or any Renewal Period), where the Customer’s had subscribed to the Services on an annual basis, and in this regard :

  1. if such Subscription Fees for the then existing twelve (12) month term in question have not been paid by the Customer to the Supplier, the Customer shall immediately pay the Supplier the pro-rated portion of the annual Subscription Fees computed up till the date of termination of this Agreement; or
  2. if such Subscription Fees for the then existing twelve (12) month term in question have already been paid by the Customer to the Supplier, the Supplier shall refund the pro-rated portion of the annual Subscription Fees attributable to the remaining period for the then existing twelve (12) month term in question post the date of termination.

13. FORCE MAJEURE

13.1 “Force Majeure” means anything outside the reasonable control of a Party (other than in respect of payment obligations), including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage or failure, server crashes, severance of the Internet submarine transmission cable under the sea that prevents or impedes the transmission of data, emergency maintenance on the Services that is necessary to protect the Services in response to actual or reasonably anticipated acts or threats of terrorism (including internet terrorism involving but not limited to the release of new internet viruses and worms that are not in existence at the date of the Agreement), deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, including without limitation where a Party ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapproval’s or failures to approve) of any government or government agency.

13.2 If a Party is wholly or partially precluded from complying with its obligations under the Agreement by a Force Majeure event, then that Party’s obligation to perform in accordance with the Agreement will be suspended for the duration of the Force Majeure event and that Party shall not be liable in any way whatsoever for its failure to perform for the duration of the Force Majeure event.

13.3 If such event continues for a period in excess of thirty (30) continuous Business Days, then the Party whose performance is not prevented by such Force Majeure event shall be entitled at its sole discretion to terminate the Agreement forthwith on notice in writing.

13.4 Except as otherwise expressly set out herein, termination of the Agreement as aforesaid shall be without prejudice to the rights or liabilities of the Parties that have accrued prior to the date of termination.

14. CONFLICT

14.1 In the event of any conflict or inconsistency between these General Terms and Conditions and the Service Form, the terms set out in the Services Form shall prevail to the extent of such inconsistency.

14.2 If there is an inconsistency between any of the provisions in the main body of these General Terms and Conditions and the Schedules, the provisions in the Schedules shall prevail to the extent of such inconsistency.

14.3 In the event of any conflict or inconsistency between the EULA and this Services Agreement, the terms set out in this Services Agreement shall prevail to the extent of such inconsistency.

15. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be subject to and construed in accordance with the laws of the Republic of Singapore and the Parties hereby submit to the exclusive jurisdiction of the Singapore courts.

16. NOTICES

16.1 All notices, demands or other communications required or permitted to be given or made under or in connection with the Agreement shall be in writing and shall be sufficiently given or made if :

  1. delivered by hand;
  2. sent by pre-paid registered post; or
  3. sent by legible facsimile transmission or by email (provided that there has been successful transmission),

addressed to the intended recipient at its address or facsimile number or email address as set out the Services Form or as may be notified to the other Party in writing from time to time.

16.2 Any such notice, demand, court process or communication shall be deemed to have been duly served if it is (i) delivered by hand or sent by pre-paid registered post, at the time of delivery; or (ii) if made by successfully transmitted facsimile or email transmission, at the time of dispatch.

17. GENERAL

17.1 The waiver by a Party of a breach or default of any of the provisions of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of a Party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party. A waiver has to be in writing to be effective.

17.2 The Agreement shall be binding upon and enure for the benefit of the successors in title of the Parties hereto.

17.3 If any of the provisions of the Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

17.4 The Customer shall not assign, transfer, charge or otherwise deal with the Agreement or any obligation under the Agreement, without the prior written consent of the Supplier.

17.5 The Supplier has the right to assign or transfer all or part of its rights, benefits and/or obligations under the Agreement.

17.6 The Supplier has the right to enter into any sub-contract for the performance of any of its obligations under the Agreement without prior consent of the Customer.

17.7 A person who is not a Party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of the Agreement.

17.8 The relationship of the Parties shall be solely that of independent contractors. Nothing in the Agreement shall be deemed to constitute, create or give effect to or otherwise recognise a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. Nothing herein contained shall be construed as authorising either Party to act as an agent or representative of the other Party.

17.9 The Agreement (as may be amended from time to time pursuant to the terms hereof) shall constitute the entire understanding between the Parties hereto concerning the provision of the Services and supersedes and replaces any prior agreements and negotiations related to the subject matter herein.

17.10 The Parties may sign this Agreement in one (1) or more counterparts by the duly authorised representatives of the Parties, each of which constitutes an original and all of which taken together shall constitute the Agreement. The Parties may sign and deliver this Agreement by facsimile or by emailed portable document format (“PDF”) document (or other mutually agreeable document format), and a reproduction of this Agreement with a Party’s signature made by facsimile or PDF, sent by facsimile or email shall have the same effect as and be enforceable as a signed and delivered original version of this Agreement.