YOUR JOURNEY PROCESS
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Delivery
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Terms and Conditions
1. Appointment:
The Client appoints Solo Plus to supply Services in consideration of the Client paying (or causing to be paid) the Fees. The appointment is on the terms set out in this T&C, including without limitation the applicable Engagement Letter and Proposal, and is with effect from the date set forth in such letter (hereinafter the “Effective Date”). Solo Plus will provide the Services only at the Client’s request and accordingly, unless otherwise agreed, will not be responsible for keeping any aspect of the Client’s affairs under review.
2. Provision of Information and Assistance:
The Client will provide all necessary cooperation to enable Solo Plus to provide the Services. NDA shall be signed by both parties separately.
3. Instructions and Reporting:
Solo Plus will take instructions from the person or persons specified in the applicable Engagement Letter (or any successor to them) or any person nominated by such person or persons from time to time. Solo Plus will report to such person or persons (or any successor to them) or to any person who gave instructions. Instructions to and reports from Solo Plus may be provided either in writing or, where appropriate, orally.
This T&C is made on the basis that each party is entitled to assume that the other has complied and will continue to comply with its obligations arising from the data protection and privacy laws in force from time to time to the extent that those obligations are relevant to this T&C.
4. Intellectual Property:
The Client acknowledges that Solo Plus will retain all copyright and other intellectual property rights in the methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience (including opinions on and ratings of investment products), and any graphic or digitized representations of any of these, possessed by Solo Plus before the Effective Date or acquired by Solo Plus after that including without limitation during the performance of the Services.
5. Conflicts of Interest:
Solo Plus will notify the Client of any conflict of interest in respect of the provision of the Services as soon as is practicable after the Solo Plus providing the Services become aware of it. The Client acknowledges that Solo Plus might provide the Clients information to the local authorities and officials in which the Client participates and that this could potentially lead to human rights violation, anti-social activities or damage to well-being of society.
6. Legal Disputes and Limitation of Liability:
The liability of Solo Plus and its related business bodies and organizations, contract or otherwise, and to the Client and its related corporation(s), and the officers, directors, trustees, employees or shareholders of any of them, and to any other third party, for all claims arising out of or in connection with this T&C and the services rendered hereunder (including without limitation multiple claims arising out of or based upon the same act, error or omission, or series of continuous, interrelated or repeated acts, errors or omissions), shall not: (a) exceed a total of two times the Fees paid to Solo Plus for the Services to which such claims relate; or (b) extend to loss of profit or incidental, consequential, indirect, punitive or similar damages. Any claim, action or proceeding against Solo Plus or any of its affiliates will be barred unless the Client initiates the dispute resolution procedures outlined below within one year of first discovering the act, error or omission that is the basis for such claim. Nothing in this paragraph shall apply to any liability which has been finally determined to have arisen from wilful misconduct or fraud on the part of Solo Plus or which cannot lawfully be excluded.
7. Dispute Resolution:
Solo Plus and the Client agree that before commencing any action or proceeding with respect to any dispute between the parties arising out of or relating to this T&C or the services rendered hereunder they first shall attempt to settle such dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation. Any such dispute will be submitted in writing to a panel of two senior executives, one each from Solo Plus and the Client, who will promptly meet and confer in an effort to resolve such dispute. Each party's executive will be identified by notice to the other party, and may be changed at any time thereafter by notice to the other. Any mutually agreed decisions of the executives will be final and binding on the parties. In the event the executives are unable to resolve any dispute within thirty days after submission to them, either party may then refer such dispute to mediation by a mutually acceptable mediator to be chosen by Solo Plus and the Client within thirty (30) days after written notice by either party demanding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. All communications and discussions in furtherance of this paragraph shall be treated as confidential settlement negotiations, which are not subject to disclosure. The costs of the mediator shall be shared equally, but each party shall pay its own attorneys' fees.
Any dispute which cannot be resolved between the parties through negotiation, mediation or other form of alternative dispute resolution within six months of the date of the initial demand for mediation by one of the parties may then be submitted to a court of competent jurisdiction in Singapore. Nothing in this Section will prevent either party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (b) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others.
8. Unforeseen Events:
Neither Solo Plus nor the Client can predict delays or failures in performance under this T&C resulting from events beyond their reasonable control, including without limitation “acts of God”, fire, flood, riots, new laws which prevent the carrying out of the Services, the results of terrorist activity, failures of third party suppliers, and electronic and other power failures. Should such circumstances arise, Solo Plus will use its commercially reasonable endeavours to continue to provide the Services but recognises that the Client may not be able to wait while the matter is remedied. In such a case, either party may terminate this T&C with immediate effect by giving written notice to the other.
9. Duration and Termination of this Agreement:
This T&C will begin on the Effective Date and will continue until terminated by either party giving to the other party thirty days’ notice in writing or such lesser period as may be agreed by Solo Plus and the Client (hereinafter the “Notice Period”). After the termination of this T&C, Clauses 5, 6, 8, 9, 12 and 13 of these Terms and Conditions will continue in full force and effect. Any such termination shall not relieve the Client of its obligation to pay for Services rendered and expenses incurred by Solo Plus through the Notice Period.
10. Notices:
Any notice which is to be given by one party to the other under this T&C will be given in writing. It will be effective if delivered to the address of the other party set out in this T&C or any other address specified subsequently. A notice will be effective 48 hours after delivery. Either party may change its address for service by giving notice to the other party in accordance with this Clause.
11. Payment Term
The Client shall pay or cause to be paid each Solo Plus invoice within 30 days of the date of the invoice. If any invoice is not timely paid, the Client shall pay interest at 12% per month on the sum due from date of invoice to date of payment. The Client shall also indemnify Solo Plus from and against any loss, damages, costs or expenses incurred by Solo Plus arising out of or in connection with the Client’s failure to pay or cause to be paid each invoice within the said time. If any invoice remains unpaid for longer than 60 days from the date of the invoice, Solo Plus may terminate this T&C and its entire service agreement in Proposal. Failure of Solo Plus to exercise any remedy set forth above shall not prevent Solo Plus from doing so with respect to any future unpaid invoice.
This T&C will be governed by and interpreted in accordance with the law of Singapore and will be subject to the exclusive jurisdiction of the courts of Singapore.
Reciprocal Non-Disclosure Agreement for Talent Management Advisory Service
This RECIPROCAL NON-DISCLOSURE AGREEMENT (“NDA”) is made and entered into as of (“Effective Date”) by and between, (“Company” or “Individual”) and Solo Plus. The parties wish to discuss matters of mutual interest concerning Solo Plus Talent Management Advisory Services (the Services). In connection with the Services, either party may disclose information that it deems confidential and/or proprietary (“Confidential Information”). Therefore, both parties agreed on the secrecy of information as follows:
1. Definitions.
Confidential Information means any confidential or proprietary information which is disclosed by a party (“Discloser”) to the other (“Recipient”), provided that (i) if disclosed in tangible form, it shall be marked as confidential or proprietary, or (ii) if disclosed orally or visually, it shall be identified as such prior to disclosure, reduced to writing, properly marked and delivered to Recipient within thirty (30) days of disclosure. Confidential Information also includes, regardless of whether marked or identified as confidential, (i) the fact that Services is taking place and status of Services, (ii) any information of confidential nature which is obtained by Recipient by accessing Discloser’s facilities, and (iii) the design, data or sample of Services.
2. Limited Purpose.
Each party shall use Confidential Information only for the purpose defined below (“Purpose”) and any use of Confidential Information for any other purposes is prohibited.
Purpose: Services that both parties agreed to engage and execute as described in the Proposal that describes the scope, roles, and the delivery timelines and are duly signed by both parties with the date of agreement.
3. Non-disclosure.
Each party agrees to maintain the other's Confidential Information in strict confidence, and not to disclose it to any party without prior written consent of Discloser.
4. Copy.
Neither party shall make any copy of Confidential Information without Discloser’s prior written consent.
5. Exceptions.
Confidential Information does not include information which Recipient can show by written evidence: (i) is already known to Recipient or is publicly available at the time of disclosure; (ii) is legally disclosed to Recipient by a third party without an obligation of confidentiality; (iii) becomes publicly available after disclosure without any fault of Recipient; or (iv) is independently developed by Recipient without reliance or reference to Confidential Information of Discloser. If disclosure is required under applicable laws by the court or governmental order, Recipient may disclose Confidential Information only to the extent legally required. Recipient shall provide prompt notice to Discloser so that Discloser may obtain a protective order or other appropriate remedy to contest or limit the scope of such required disclosure.
6. Return/Destruction.
At Discloser’s discretion and instruction, Recipient shall immediately return or securely destroy all Confidential Information including copies, notes or extracts thereof, certifying such destruction in writing. Notwithstanding, one copy of Confidential Information disclosed electronically and stored on backup media may be retained in accordance with Recipient’s standard archive procedures for the sole purpose of legally establishing the extent of the disclosure of such Confidential Information, any access to such archival copy for any other purpose being strictly prohibited.
7. No Warranty.
Each party represents that, to the best of its knowledge as of the date of disclosure, it has the right to provide Confidential Information disclosed hereunder. Except for the foregoing, all Confidential Information is provided “AS IS” without any warranty, whether express or implied.
8. No Rights Granted.
Nothing herein is intended to grant any rights, express or implied, to the Recipient, by license or otherwise, with respect to any of the Discloser’s Confidential Information, other than the limited right to use such Confidential Information during the term of this Agreement and for the purposes set forth herein. Discloser retains all rights, title, and interest in the disclosed Confidential Information.
9. Further Transaction.
Nothing herein shall obligate either party to proceed with any transaction with respect to Service or to enter into any further agreement nor shall be intended to grant any right to either party except as expressly set forth herein.
10. Non-restriction.
Nothing herein shall be construed to prohibit or restrict either party’s right to develop, acquire, use, or market products, services or knowledge similar to or competitive with those described in Confidential Information, whether independently or in cooperation with third parties, as long as such development, acquirement, use or marketing does not breach this Agreement.
11. Term.
This Agreement shall be effective in full force for three (3) years from the Effective Date. However, the term can be extended upon consultation between both parties. The confidential obligations shall survive expiration or termination of this Agreement for a period of three (3) years from the date of the disclosure of each particular item.
12. Personal Information.
Notwithstanding anything to the contrary stated herein, personal information pertaining to employees of any related parties or any other individuals which is obtained from Discloser and which can identify any personnel by collating other information or in any other manner, regardless of its nature of secrecy (“Personal Information”), shall be treated as Confidential Information hereunder. Notwithstanding the limited term stated in the Article 12, with regard to Personal Information, Recipient’s obligation hereunder shall survive even after the term of this Agreement indefinitely.
13. Remedies.
Each party agrees that any breach hereof will cause Discloser substantial and irreparable harm and therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, Discloser shall be entitled to seek specific performance and other injunctive relief.
14. Governing Law and Arbitration.
This Agreement shall be governed by and construed in accordance with the laws of Singapore. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Singapore Commercial Arbitration Association. The arbitration shall be held in Singapore. All proceedings shall be conducted in the English language. The award of arbitration shall be final and binding upon both parties, however, each party may make an application to any court having jurisdiction for judgment to be entered on the award and/or for enforcement of the award.
15. Miscellaneous.
This Agreement supersedes all prior oral and written understandings, representations and discussions between the parties concerning the subject matter hereof to the extent such understandings, representations and discussions should be discrepant or inconsistent with this Agreement.
IN WITNESS WHEREOF, each of the parties hereto caused this Agreement to be executed by the duly authorized representatives as of the date below written, each retaining one copy.
(Company or Individual) Solo Plus
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