1. In these terms and conditions:
"Agreement" means the agreement constituted by these terms and conditions, and any other terms and conditions relating to the relationship between the parties which are agreed by the parties and recorded in written correspondence between the parties.
"Confidential Information" means any information provided by the Company to the expert concerning the Company's services requirements, customers (including customer names, contact details, product requirements, the prices and terms on which the Company provides services to its customers), and any information generated during and as a result of the Agreement, but does not include:
- (a) information or knowledge which is already publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of a breach of this Agreement; or
- (b) Information or knowledge which is required to be disclosed by law.
- "Services" means the services provided by the expert meant for the Company's customers via the Company's portal.
- "Company" refers to IPI and online portal refers to the TechExpert portal.
2. The engagement of the expert is non-exclusive. The engagement of the expert is for period of one (1) year and will be renewed by parties thereafter based on the Company's prevailing terms and conditions applicable at that time.
3. The expert's obligations are as follows:
- (a) To ensure that the Company is informed of all services that are discontinued, terminated or otherwise discontinued by the expert.
- (b) To ensure that the expert obtains all necessary permits, approvals, consents and other necessary certifications to provide the services that it/he offers through the Company's online portal.
- (c) The expert is not conflicted in any way when providing Services to customers through the Company's portal.
- (d) The expert acknowledges that any and all of the copyright, trade marks and other intellectual property rights used or subsisting in or in connection with the portal developed by the Company hereunder and with respect to all documentation, flowcharts, drawings, specifications, manuals and other documents which are created as a result of this Agreement are or shall vest in (as the case may be) and shall be the sole property of the Company. The expert shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Company thereof.
- (e) The expert will ensure that it/he will only use intellectual property and/or know-how in relation to the Services rendered by the expert to the customers that is owned by it/him or it/he has a right to use pursuant to adequate licence(s) extended to it/him for the Services provided.
- f) The expert will not:
- i. disseminate, post, or transmit any content that is unlawful, threatening harassing, abusive, defamatory, obscene, harmful, tortious, libelous, or invasive of another's privacy;
- ii. disseminate, post, or transmit any content that infringes or violates any party's copyright, trade secret, patent, trademark, or other proprietary right, including, but not limited to, using third-party copyrighted materials without appropriate permission or attribution, using third-party trademarks without appropriate permission or attribution, and using or distributing third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality;
- iii. disseminate, post, or transmit any worms, viruses, or other harmful, disruptive, or destructive code, files, or programs;
- iv. disseminate, post, or transmit any contents you do not have the right to disseminate, post, or transmit;
- v. falsely state or otherwise misrepresent your affiliation with any person or entity; impersonate any person or entity; intentionally delete, forge, omit, or misrepresent transmission information, including headers, return mailin, and Internet protocol addresses; or otherwise manipulate identifiers to disguise the origin of any content transmitted through the online portal;
- vi. interfere with, disrupt, or harm in any way the online portal or servers or networks connected to the online portal;
- vii. use the online portal for any illegal purpose, in violation of any applicable laws or regulations or in violation of the rules of any other website's providers, websites, or the like; or,
- viii. violate any applicable local, state, national, foreign or international law or regulation, intentionally or unintentionally.
- i. disseminate, post, or transmit any content that is unlawful, threatening harassing, abusive, defamatory, obscene, harmful, tortious, libelous, or invasive of another's privacy;
4. This Agreement may be terminated by the Company or the expert at any time in its discretion by 30 days notice to the other party. The Company or the expert will have no claim against each other for damages or loss of profits arising out of or relating to the termination of the Agreement by either party.
5. The Company is able to terminate the Agreement without notice in the event of any of the following occurring:-
- (a) if the expert becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment or other property of the party entitled to serve notice hereunder or if the expert is unable to pay its debts in accordance with the law relating to this Agreement.
- (b) if the expert has violated any of the aforementioned obligations in para 3.
- (c) if the conduct of the expert has been found to contravene the intent and purpose of the online portal.
6. Termination of the Agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, the Agreement, nor shall it affect any provision of this Agreement which is expressly or by implication intended to continue in force after such termination.
7. Indemnity - The expert hereby indemnifies, defends and holds the Company harmless from and against any and all claims (including but not limited to third party claims), penalties, damages, costs, judgments, settlements, attorneys' fees (on a full indemnity basis) and disbursements, or other expenses of any nature whatsoever payable, paid or incurred, directly or indirectly, in connection with, arising from or in relation to the provision of services by the expert to customers pursuant to this Agreement or in relation to ensuring that the expert has all necessary authorisations, approvals and permits in place to provide the services provided through the platform by the expert.
8. Failure or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision, or the right of the Company to avail itself of the remedies it may have in respect of any breach of a provision, in any way.
9. The Agreement is governed by, takes effect and will be construed in accordance with the laws of Singapore and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore and courts entitled to hear appeals therefrom.
10. Neither party will assign or novate this Agreement without the prior written consent of the other.
11. This Agreement contains the entire agreement of the parties with respect to its subject matter. The terms and conditions of this Agreement will prevail over any subsequent document or documents issued by the expert to the Company including any printed terms and conditions issued by the expert pursuant to this Agreement or otherwise.
12. All notices must be served in writing to the recipient at its registered business address unless otherwise notified.