Terms and Conditions
This agreement is entered into this date of application ("Execution Date") between you (hereinafter “Service Provider”) at your place of stay (hereafter "Service Location") and Code for Asia Society Ltd. (UEN: 201607501D) (hereafter “Company”) at 55 Serangoon North Avenue 4, #02-03, Singapore 555859.
The Parties hereby enter into this agreement under which the Service Provider will provide executive and/or training services to Company on an "Independent Contractor" basis subject to the following terms and conditions.
2) Description of Services
During the length of the contract, the Service Provider will perform duties (collectively, "Services") as agreed on between the Company and Service Provider, the Services may consist parts of or all of the below:
(a) administrative works;
(b) digital marketing strategy, delivery and management;
(c) events coordination, planning and management;
(d) stakeholder management;
(e) scheduling, attending virtual meetings and note-taking;
(f) research and lead generation;
(g) providing timely updates;
(h) providing on-site assistance: setup, registration, photo and video-taking, etc., where tenable;
(i) product management;
(j) other reasonable duties as may arise from time to time and as may be reasonably assigned to the Service Provider and mutually agreed upon.
By creating an account, the Service Provider is expected to have read, understand and agree to abide by policies laid down in the Company Employee Handbook. The Service Provider agrees to perform the services described herein as an Independent Contractor and that he/she is not an employee of the Company. The Service Provider shall indemnify and hold the Company, its officers, agents, and employees harmless from and against all claim and costs (including attorney's fees) for loss or damage to property, or injury, or death to any and all persons, or any course of action of whatever nature that may arise out of or during the performance of this contract.
These duties and responsibilities may be amended from time to time in the sole discretion of the Company, subject to formal notification of same being provided to the Service Provider.
3) Location of Services
The Services to be provided shall be performed at the Service Location or at other reasonable locations in Singapore as may be agreed from time to time.
The Service Provider agrees to be available at mutually agreed times and dates for communication through such methods as cell phone, , voice mail, emailand agrees to respond in a prompt manner. Schedule changes must be discussed and mutually agreed in advance by the Parties.
The Service Provider further agrees to attend work-related meetings at least once a week, either online or offline. The Service Provider will also provide on-site assistance as much as reasonably possible and with agreement in advance by the Parties
5) Fees and Remuneration
Tabulation of Wages
The rates for different scope of work (General, Business Development, Digital marketing etc) are standard and non-negotiable.
Depending on the freelancer’s relevant skills and experience, the management would decide on the scope of responsibilities.
Based on the agreed scope of responsibilities, an estimated number of hours will be tabulated to calculate the monthly wage cap.
Freelancer is to immediately alert the management when approaching the “Alert amount”, to which work may be allocated to another team member or permission will be given to continue with tasks at hand.
Exceeding Wage Cap
The amount which exceeds the monthly wage cap will be remunerated at a discounted rate (75%, 50% etc).
Upon completion of the Services described in clause 2, Company shall pay Service Provider the monthly sum of remuneration plus expenses as outlined in this agreement. Invoices will be sent by the Service Provider by the first business day of the following month and are due and payable by the Company within 15 days from receipt of invoice. If any payment is not received by Service Provider within 15 days from the presentation of each relevant invoice, the Company will reimburse the Service Provider a one-time late payment fee of $15.00 SGD in each instance. If the Service Provider does not send the invoice in time for clearance, the invoice will be cleared on the next month and no late payment fee applies in this instance.
Service Provider will be remunerated as per the Wage Table outlined by the Company.
6) Taxes and Healthcare and Staututory Obligations
Service Provider is responsible for paying own taxes and any other healthcare contributions. Company shall be responsible for any statutory obligations arising for the Company, if any.
7) Non-Competition and Non-Solicitation
During the term of this agreement, and thereafter for a period of two years, the Service Provider and/or its assigns shall not solicit any engagement that directly competes with services offered by the Company during the period of this agreement, either for its own account, or as a partner, shareholder, officer, director, employee, or agent of any company, with clients that it comes into contact as a result of worked performed for the Company, unless the Service Provider can show a prior working relationship with that client.
These services include: Training (instructor led, online, or computer based), computer consulting services, hardware sales and support. In the event of breach of this section, the Company shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law and shall not be required to post an injunction bond.
For clarity, the above terms do not prevent Service Provider from responding to public or third party advertisements for employment or contracting services where the above stated services are required.
8) Work Product Ownership
Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Company or the Company’s client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership by the Company or the Company’s client of the Work Product.
Service Provider will not be liable for loss, damage or delay of Company's project due to circumstances beyond Service Provider's control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Company. In the event of such loss, damage or delay, Service Provider will make every effort to notify the Company immediately.
During the term of this agreement, and thereafter for a period of two years, the Service Provider shall not, without the prior written consent of the Company, disclose to anyone other than attorneys, accountants, employees, or financial advisors any Confidential Information of the Company.
For the purposes of this agreement, “Confidential Information” shall include the Company’s proprietary and confidential information including, but not limited to, the terms and scope of this agreement, trade secrets, pricing, models, processes, source codes, object codes, flow charts, customer plans, business and marketing plans, suppliers, vendors, client lists, training information and materials, marketing materials not readily available to the public, any non-public financial information and all other information disclosed, furnished or communicated (if in writing, machine readable form, text, drawings, schematics, designs, or any other tangible form whatsoever, marked or otherwise designated as being “Confidential” or “Proprietary” or of a similar nature, or if disclosed orally, stated or referred to as being Confidential or of a similar nature).
11) General Provisions
(a) Notices. Any notices required or permitted to be given under this agreement shall be sufficient, if in writing and personally delivered, or sent by email, certified mail, return receipt requested, to the addresses listed in Service Provider's account details, or to such other address as either Party may designate to the other Party in the manner above provided.
(b) Entire Agreement. This agreement, including the exhibits hereto, contains the entire agreement and understanding between the Parties as to the subject matter of this agreement. No prior or contemporaneous obligations, conditions, warranties, or representations shall create binding obligations upon either Party except for those expressly set forth herein. This agreement may not be changed or altered except by a written agreement signed by the Parties.
(c) Survival. The provisions of this agreement which by their nature ought to survive the termination or expiration of this agreement, shall so survive.
(d) This Agreement shall be governed by, interpreted and construed in accordance with the substantive laws of Singapore. The Parties irrevocably agree that the courts of Singapore shall have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought exclusively in those courts and the Parties irrevocably submit to the jurisdiction of those courts.
If any provision of this agreement shall be determined to be null and void or otherwise legally unenforceable, the remaining provisions of this agreement shall remain in full force and effect.
13) Term and Termination
Either party may at any time terminate this agreement by giving not less than two weeks written notice to the other party. Provided, however, that each Party may terminate the agreement immediately without prior notice in the event of a breach of this agreement by the other Party. Upon Termination, Service Provider shall invoice the Company for any payment due, and payment will be due immediately upon receipt. The Service Provider is obliged to hand over all work to designated team member and produce a report of updated details of tasks at hand, or any other documents required by the management for handover.
This agreement will automatically renew for additional one-year terms until the following January 31 unless either party gives notice at least two weeks prior to the end of the then-current term that it does not wish to renew.
Upon termination of this agreement, the Service Provider shall immediately destroy or return to the Company all records, files, lists, documents (including electronic material), equipment, software, intellectual property and any other property belonging to the Company, unless otherwise directed by the Company in writing.
14) Changes to Terms and Conditions
The Company reserves the right to modify the terms of this contract by giving written notice to you, but any modification will be subject to your giving consent.
In the event of disagreement with the revised terms and conditions, the Service Provider can choose to terminate working relations, provided that a two weeks notice period is served and handover is completed.