SPEECH IONIZERS PTE LTD (Reg No. 201604858W) a company duly incorporated in Singapore with a registered business address at 51A Pasir Panjang Hill Singapore 118867 (the “Company”), hereby agrees to engage the Trainer named in Clause 1 to provide the services described in Clause 2 in accordance with this Agreement under the terms and conditions described.
1. TRAINER DETAILS
The details of the TRAINER engaged by the Company (the “Trainer”) are as follows:
NRIC/Passport No. :
Tel No. :
2. TERM AND SERVICES
2.1 The Manager shall be contracted by the Company as a Trainer for a period of 3 years starting from the date of this Agreement (the “Term”).
2.2 The Company shall, during the Term, from time to time offer the Trainer engagements to provide trainings or facilitate training sessions in the English language at such venues to be agreed upon between the Company and the Manager (each an “Engagement”).
2.3 For the avoidance of doubt, in the event that an Engagement is cancelled due to factors not within the Company’s reasonable control, the Company shall not be liable to remunerate the Manager.
3.1 In consideration for each Engagement accepted and performed under this Agreement, the Trainer shall be remunerated accordingly for each different Engagement where the parties will agree upon in writing no less than 1 day prior to the Engagement. The remuneration will be paid no more than 60 days after the completion of the Engagement if the Trainer satisfactorily completes the required trainings or facilitation of training sessions.
3.2 Where the Trainer is unable to conduct a lesson, the Trainer shall no later than 24 hours before the commencement of the lesson (“Specified Time”), inform the Company of the Trainer’s inability to conduct such lesson, and exercise best efforts in finding a qualified replacement for the lesson. Where the Trainer is unable to find a replacement and/or fails to inform the Company that he has found a replacement by the Specified Time (the “Failure to Replace”), the Company shall be entitled to recover any consequential costs and/or losses suffered by the Company as a result of the Failure to Replace. The Company is entitled to terminate this Agreement should more than 3 Failures to Replace occur.
4. TRAINER’S UNDERTAKINGS
4.1 The Trainer agrees and undertakes the following:
4.1.1 To perform each Engagement accepted to the best of his/her skills and abilities with due care and diligence and in a professional manner, and cooperate with the Company and all persons engaged for and/or involved in the Engagement;
4.1.2 Not to do or omit to do anything that would endanger or adversely affect the safety and physical and mental health of the trainees under his/her care during the Engagement. The Trainer shall also take the reasonable amount of care as professionally required to ensure the safety and physical and mental health of the trainees under his/her care during the Engagement.
4.1.3 To comply with all reasonable directions and instructions of the Company in connection with the Engagements;
4.1.4 To perform the services in a timely fashion, conform to the Company’s codes for staff and security practices during the Engagements, and to dress in a professional manner;
4.1.5 To comply with all regulations of the Company and venue provider;
4.1.6 Not to solicit or entice away or attempt to solicit or entice away from the Company the business or custom of any person, firm or entity during the period which he/she is a Trainer; or entice away or attempt to solicit or entice away from the Company person who is or was within six (6) months after the last Engagement, an officer, manager or employee of the Company (whether or not such person would be in breach of any obligation to the Company by reason of departure from the Company).
5. REPRESENTATIONS AND WARRANTIES
5.1 The Trainer hereby represents and warrants to the Company that:
5.1.1 the Trainer possesses the necessary qualifications to undertake the Engagement;
5.1.2 the Trainer is legally allowed to work in Singapore;
5.1.3 the Trainer is free from any disability, restriction or prohibition, whether contractual or otherwise, which would in any way restrict or impact on his/her ability to enter into this Agreement and perform the services under the Engagements;
5.1.4 during the Engagements, the Trainer shall not be obscene or defamatory nor infringe any other rights and will not expose the Company to any civil or criminal proceedings.
6. INDEMNITY AND RISK
6.1 The Trainer will indemnify and hold the Company, its successors, licensees and assigns harmless from and against any and all actions, proceedings, claims, demands and expenses (including legal fees on a solicitor and own client basis) whatsoever which may be made against or suffered or incurred by any of them in consequences of any breach of the aforesaid warranties or undertakings.
6.2 The Trainer agrees to assume the risks involved in and incidental to his/her participation in the Engagements and releases and forever discharges the Company from all liabilities, claims, actions, damages, costs or expenses of any nature arising out of or in any way connected with the Trainer’s participation in the Engagements.
7.1 The Company shall be entitled, without prejudice to its other rights and remedies at law or under this Agreement, to terminate this Agreement forthwith by notice in writing if the Trainer commits a breach of this Agreement and where such breach may be remedied, fails to remedy the breach within the period reasonably stipulated by the Company in writing.
7.2 Either Party may terminate this Agreement by serving no less than two (2) week’s notice to the other Party within the first month of engagement and no less than one (1) month’s notice to the other Party after the first month of engagement. Each party shall observe their respective obligations under this Agreement in relation to services rendered.
7.3 Upon the termination of expiration of this Agreement, the Trainer shall cease all use of, and shall, within seven (7) days, deliver to the Company all correspondence, documents, papers, presentations, records and/or any form of written material whatsoever, whether in hard copy, soft copy or disc form which have come into the Trainer’s possession. All other Engagements unperformed by the Trainer as at the date of Termination shall accordingly be terminated and the Company shall not be liable to pay any fees to the Trainer for such terminated Engagements.
8. COMPANY’S OBLIGATIONS
8.1 The Company will provide the syllabus for the Trainer and the Trainer has the discretion to apply his/her own teaching methods in teaching the syllabus to the trainees.
8.2 The Company will provide the Trainer with supporting materials that the Trainer may use in each Engagement for which the Trainer is engaged.
9. RELATIONSHIP WITH THE COMPANY
9.1 It is expressly agreed that the Trainer is not an employee of the Company for any purpose whatsoever, but is an independent contractor. Therefore, the Company shall not be liable for any Central Provident Fund contributions in respect of the Trainer. There shall be no medical benefits, no paid leaves, no overtime pay, no uniform issued by the Company, no obligation to work solely for the Company nor any requirement as to minimum working hours for the Trainer with the Company.
9.2 Nothing in this Agreement shall create a partnership, joint venture or agency relationship between the Company and the Trainer.
10.1 The Trainer hereby acknowledges, agrees and undertakes to preserve the confidential nature of all information and documents supplied, entrusted or made available to the Trainer by the Company, including without limitation these terms and conditions, the affairs, operations and dealings of the Company, information and documents concerning any person, company, agent, governmental department or authority with whom the Company may have dealings, and information and documents obtained by the Trainer from any person or company in the course of performing the services under the Engagement which by their nature, or by the circumstances of their disclosure are or could reasonably be expected to be regarded as confidential (hereinafter called “the Confidential Information”).
10.2 The Trainer hereby agrees and undertakes to –
10.2.1. hold in strictest confidence the Confidential Information;
10.2.2. not use the Confidential Information for any purpose other than for the purposes of the Engagement;
10.2.3. not disclose to any party, whether a person, a firm or a corporation, any or all of the Confidential Information,
10.2.4. take all steps to prevent any reproduction, duplication and/or copying of the Confidential Information by any person;
10.2.5. keep the existence and nature of this Agreement and the terms and conditions thereof confidential and not to use the same or the name of the Company in any publicity, advertisement or other disclosure without the prior written consent of the Company;
10.2.6. acknowledge that the Confidential Information, training materials and all rights therein are and shall remain the sole and exclusive property of the Company; and
10.2.7. not make or publish any news releases or make any announcements or denial or confirmation in any medium concerning this Agreement or any part of the Services, in any manner, advertise or publish the same in the medium, without the prior written consent of the Company.
10.3 The obligations under this Clause 10 shall continue without any limit in time even after the expiration or termination of this Agreement.
11. INTELLECTUAL PROPERTY
11.1 Any and all intellectual property rights in any documents and materials provided by the Company to the Trainer in connection with any Engagement shall vest in and be retained exclusively by the Company The Trainer further agrees not to use any such documents or materials for any purpose other than in connection with any Engagement except with the prior written consent of the Company.
11.2 The Trainer warrants to the Company that any document or material developed, written or created by her in connection with any Engagement shall not be obscene or defamatory, and shall not infringe upon any intellectual property right or any other proprietary right of any third party.
11.3 The Trainer is not authorised to and will not advertise or publish any promotional or marketing materials bearing the Company’s name or logo without the express written approval of the Company.
Any notices and/or demands served under this Agreement shall be in writing and shall be therefore be delivered personally, or despatched by prepaid registered mail or transmitted by facsimile to the details as set out in the preamble (where such communication is given to the Company) or Clause 1 (where such communication is given to the Trainer). Any Party may change its address or facsimile for the purposes hereof by written notice to the others. Such notice shall be sent in the same manner as stated in Clause 12.
This Agreement shall be construed and governed by the laws of Singapore and the parties submits to the exclusive jurisdiction of the courts of Singapore.
14. GENERAL PROVISIONS
14.1 This Agreement shall not be altered, changed, supplemented or amended except where mutually agreed in writing by both the Trainer and the Company.
14.2 No delay or omission by the Company in exercising any right or remedy under these terms and conditions shall be considered a waiver of such right or remedy and no waiver shall be effective unless in writing. The right of the Company to require strict performance and observance of any obligation hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.
14.3 In the event that any or any part of the provisions contained in these terms and conditions is determined to be invalid, unlawful or unenforceable to any extent, such provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
14.4 In the event of any circumstance not within a party’s reasonable control, including without limitation, war, insurrection, sabotage, terrorism, embargo, fire, flood, accident, earthquake (a “Force Majeure Event”), a Party who becomes aware of a such an event, which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take reasonable steps to mitigate the effect of the Force Majeure Event. Subject to due compliance with the foregoing, neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from the occurrence of a Force Majeure Event.
14.5 A person who is not a Party to these terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.
ANNEX A: PHOTOGRAPH/MEDIA CONSENT & RELEASE
I hereby consent and authorize Speech Ionizers Pte. Ltd. (the “Company”) to make unrestricted use of the photographs, video and/or audio recordings taken in the course of the Engagements (the “Session Recordings”) for marketing and/or promotional purposes by the Company in print and electronic mediums including but not limited to publications, displays, websites, social media, advertisements, recruitment and publicity/promotions/campaigns, without notifying me.
I voluntarily waive any right to inspect/approve the finished photographs/likenesses, writings or electronic matter that may be used in conjunction with them now or in the future, as long as the use is broadly for marketing and/or promotional purposes.
I also waive any right to royalties or any other compensation arising from or related to the use of the Session Recordings.
I hereby covenant not to sue the Company, its trustees, employees, officers or agents including any firm publishing and/or distributing the finished product in whole or in part, whether on paper or via electronic media, from and against any claims, damages or liability arising from or related to the use of the photographs, including but not limited to any misuse, distortion, blurring, alteration, optical illusion or use in composite form, either intentionally or otherwise, that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.