General Terms and Conditions for Experts
Last updated on 06/2024
以下の一般利用規約（以下「一般利用規約）は、お客様と当社との間で締結された契約の不可欠な部分を構成します（「Expert”) and RegASK Pte. Ltd. (the “RegASK（）。
Each referred to as a “Party” and collectively as the “Parties”.
1. DEFINITIONS
1.1 For the purpose of these General Terms and Conditions, the following terms shall have the following definitions:
1.1.1 “Affiliate” means, with respect to any entity, any person controlling, controlled or under common control with, such entity;
1.1.2 “Business Day” means a day other than a Saturday, Sunday or Singapore public holiday;
1.1.3 “Confidential Information” means any and all information and materials relating to RegASK, its business, its clients and its employees, disclosed, furnished or communicated, whether in writing, oral, machine readable or any other form whatsoever, by RegASK (whether through any of RegASK’s Representatives or otherwise), directly or indirectly to the Expert whether on, before or after the date that the Confidentiality Terms in these General Terms and Conditions are incorporated by reference into the Consulting Agreement. Such Confidential Information includes any Contents, technical and non-technical information (including patent, copyright, trade secret, designs, and Inventions related to any past, current, future and proposed clients, products and services of RegASK), research, experimental work, development, design details and specifications, engineering, financial and business information, customer lists and information, forecasts, sales and marketing plans and information, disclosed and discussions conducted in connection with the Permitted Purpose. Confidential Information also covers any information which in the circumstances in which it is made available to the Expert, would reasonably be understood to be confidential;
1.1.4 “Confidentiality Terms” are the provisions within these General Terms and Conditions in connection with the Confidential Information of Parties, which includes but is not limited to, the protection, use, and disclosure of Confidential Information shared between Parties;
1.1.5 “Consulting Agreement” means the agreement entered into between RegASK and the Expert for provision of Services by the Expert to RegASK, in its role as a subject-matter expert, as may be amended from time to time and as may be supplemented by any Statement of Work to the Consulting Agreement duly executed by the Parties from time to time;
1.1.6 “Contents” mean any materials, regardless of format, that is submitted, uploaded to a RegASK website, or otherwise provided to RegASK or its Representatives, whether orally or in writing, including but not limited to analysis, opinions, documents, reports, models, software, designs, and other materials created as part of the Services;
1.1.7 “Dispute” has the meaning ascribed to it at Clause 13.1;
1.1.8 “Effective Date” has the meaning ascribed to it in the Consulting Agreement;
1.1.9 “Expert Group” has the meaning ascribed to it at Clause 4.5;
1.1.10 “Intellectual Property” means all intellectual property rights, whether presently existing or created in the future, anywhere in the world, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including works made for hire, moral rights and neighbouring rights), database rights, layout design rights, graphical user interface (GUI) rights, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights, rights in integrated circuits and other sui generis rights, trade marks, trade or business names, company names, mask work, service marks, logos, the get up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, website addresses, social media user names, rights in know-how, trade secrets and confidential information, and any rights of the same or similar effect or nature anywhere in the world;
1.1.11 “Inventions” mean any and all inventions or innovations (and all Intellectual Property rights with respect thereto), trade secrets, proprietary and confidential information, software programs, discoveries, conceptions, preparations and developments, whether or not eligible for or covered by patent, copyright or trade secret protection;
1.1.12 “Members” has the meaning ascribed to it at Clause 7.2;
1.1.13 “PDPA” means the Personal Data Protection Act 2012 of Singapore;
1.1.14 “Permitted Purpose” has the meaning ascribed to it at Clause 4.1;
1.1.15 “Representatives” means any of the following: employees, officers, professional advisors, consultants or agents, of the Expert or RegASK, as the case may be;
1.1.16 “Services” means the services provided by the Expert as described in any and all statement of work signed by the Parties (as executed from time to time by the Parties) to RegASK;
1.1.17 “SIAC” has the meaning ascribed to it at Clause 13.2;
1.1.18 “SMC” has the meaning ascribed to it at Clause 13.1; and
1.1.19 “Statement of Work” has the meaning ascribed to it in the Consulting Agreement.
1.2 Other rules of interpretation
「including” means “including without limitation” and does not limit the scope of its preceding phrase;
「person” means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, trust, union, association, government or any agency or political sub-division thereof or any other entity that may be treated as a person under applicable law; and
「in writing” or “written” include email(s) sent in accordance with these General Terms and Conditions but not other methods of electronic messaging.
1.2.1 The appendix form part of these General Terms and Conditions.
1.2.2 Any capitalised terms used and not defined herein shall have the same meanings given to them in the Consulting Agreement.
1.2.3 Headings: The headings used in these General Terms and Conditions are for convenience only and will not affect the interpretation of these General Terms and Conditions.
1.2.4 Amendment etc. of statutes; subsidiary legislation: References to a statute include that statute and its subsidiary legislation, as amended from time to time.
1.2.5 References to one gender include all genders and references to the singular include the plural and vice versa.
1.3 Any obligation that becomes due on a non-Business Day may be done on the next Business Day.
2. STATUS OF EXPERT
2.1 The Expert is an independent contractor, and nothing in these General Terms and Condition and the Consulting Agreement shall be deemed to create an employer-employee relationship, a partnership, or a joint venture between the Parties. The Expert shall be solely responsible for all tax returns and payments required to be filed with or made to any tax authority with respect to the Expert’s performance of Services under these General Terms and Condition and the Consulting Agreement.
2.2 In the event where a court or tribunal of competent authority makes a determination that the Expert is or is deemed to be (i) an employee of RegASK; (ii) is in a partnership with RegASK; (iii) is in a joint venture arrangement with RegASK; or (iv) is otherwise in any other commercial relationship or arrangement with RegASK, other than being an independent contractor of RegASK, the Expert shall indemnify and hold RegASK harmless from and against any expenses and costs (whether directly or indirectly) arising out of or related to the requalification of the commercial relationship from an independent contractor of RegASK to any such relationships.
2.3 The Expert confirms that he is not prohibited or limited in any way from providing the Services to RegASK and to use this platform by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), the Expert’s current employer’s policies or codes of conduct (if the Expert is employed), or any similar policies or obligations that limits the Expert’s conduct in any way. Further, to the extent the Expert’s ability to consult is limited in any way, the Expert confirm that he has obtained all necessary consents or waivers (such as the consent of the Expert’s employer, any company or organization for which the Expert has consulted, or any affiliated academic or government organization) to provide the Services and be a Member of this platform.
2.4 The Expert hereby agrees that he shall decline, or discontinue to engage in any Services and use this platform that would constitute a conflict of interest or would result in a violation of any applicable law, these General Terms and Conditions, or the Expert’s obligations to past or present employers or any other third party.
3. EXPERT’S UNDERTAKINGS
3.1 The Expert may use a Representative to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided or any part thereof provided that (i) RegASK’s prior written consent has been obtained, (ii) RegASK will not be liable to bear the cost of such functions, and (iii) the Expert shall procure that such Representative complies with these General Terms and Conditions and any breach of any of the terms and conditions of these General Terms and Conditions by such Representative will be treated as if the Expert had committed the breach and the Expert shall be fully liable for such breach hereunder. Where necessary, the Expert shall disclose the details of the Representative(s) in the Statement of Work.
3.2 The Expert shall not incur any expenses on behalf of, or on account of RegASK and RegASK shall be under no obligation to reimburse such expenses, if any, unless expressly agreed otherwise in the Statement of Work and only to the extent of the Services set forth in such Statement of Work.
4. CONFIDENTIALITY
4.1 On condition that the Parties comply with this Clause 4, RegASK agrees to disclose to the Expert certain Confidential Information to facilitate the rendering of Services for RegASK’s client pursuant to the Consulting Agreement (the “Permitted Purpose（）。
4.2 In consideration of RegASK disclosing Confidential Information, the Expert agrees (i) to hold the Confidential Information in confidence, using the same standard of care and diligence as it uses to protect and safeguard its own confidential information of a similar nature, but in no event less than reasonable care, in order to prevent the unauthorised disclosure, loss, theft, destruction or the like. The Expert shall immediately notify RegASK upon discovery of any loss or unauthorised disclosure of the Confidential Information by the Expert or the Expert Group; (ii) not to disclose, publish or communicate the Confidential Information to any third party, other than as expressly permitted under these Confidentiality Terms or with prior written permission of RegASK; (iii) to use the Confidential Information only for the Permitted Purpose; and (iv) to abide by the other terms set out in these Confidentiality Terms.
4.3 For the avoidance of doubt, the Parties acknowledge that the Expert shall be allowed to take photocopy of, or print, the disclosed Confidential Information only to the extent necessary for the Permitted Purpose.
4.4 The Expert may only disclose the Confidential Information (i) to its Representatives or Affiliates who need to know the same for the Permitted Purpose on the basis that such Representatives and Affiliates will keep the same confidential on the terms of these Confidentiality Terms; or (ii) as required by law or by any regulation or similar provision with prompt written notice of such request or requirement to RegASK so that RegASK may seek a protective order or other appropriate remedy. The Expert shall provide RegASK with any reasonable assistance requested and shall not oppose actions by RegASK to assure confidential treatment. If RegASK is unable to obtain such protective order or other appropriate remedy, the Expert will furnish only that portion of the Confidential Information which it is legally required to furnish. Any disclosure of Confidential Information pursuant to this Clause 4.4 shall not affect or lessen the Expert’s obligations hereunder.
4.5 The Expert shall ensure that those Affiliates and Representatives (collectively, the “Expert Group”) to whom it discloses Confidential Information understand that they are bound by the obligations of confidentiality in these Confidentiality Terms. Any breach of any of the terms of these Confidentiality Terms by any such person or any other person to whom the Confidential Information is disclosed by the Expert will be treated as if the Expert had committed the breach, unless such person had entered into a confidentiality agreement with RegASK in a form substantially similar to these Confidentiality Terms before such Confidential Information was disclosed by the Expert. The Expert shall fully indemnify, defend, and hold harmless RegASK from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable legal fees) suffered, sustained or incurred as a result of any breach of these Confidentiality Terms by the Expert or the Expert Group.
4.6 The restrictions on use or disclosure of the Confidential Information will not apply to: (i) any information which is or becomes available to the public (other than as a result of a breach of these Confidentiality Terms); (ii) any information which the Expert Group possessed prior to disclosure by RegASK pursuant to these Confidentiality Terms; (iii) any information independently originated by the Expert Group without reference to or reliance upon any Confidential Information; or (iv) acquired by the Expert Group from a third party in circumstances in which the Expert Group is free to disclose it to others.
4.7 In the event of breach or threatened breach or intended breach of these Confidentiality Terms by the Expert, in addition to any other rights and remedies available to RegASK at law, RegASK shall be entitled to seek preliminary and final injunctions, restraining such breach or threatened breach or intended breach, without the necessity of posting security.
4.8 All copyright and other Intellectual Property rights in and relating to the Confidential Information and belonging to RegASK will remain the property of RegASK, and RegASK may demand the return thereof at any time upon giving written notice to the Expert. Upon receipt of such notice, the Expert shall return all of the original Confidential Information and shall destroy or cause to be destroyed all copies and reproductions (in whatever form, including but not limited to, electronic media) in its possession or in possession of persons to whom it was disclosed pursuant to these Confidentiality Terms, save that the Expert and the latter receiving persons may keep one (1) copy of any such Confidential Information to the extent required under applicable law, regulations or internal compliance rules or by any competent judicial, governmental, supervisory or regulatory body, and further that the Parties acknowledge it is not practicable to delete such Confidential Information from archives or computer records.
4.9 RegASK makes no representation or warranty (express or implied) as to the accuracy or completeness of the Confidential Information. RegASK shall have no liability whatsoever with respect to the use of or reliance upon the Confidential Information by the Expert or the Expert Group, unless and to the extent agreed specifically set forth in a separate written agreement executed by both Parties.
4.10 If any provision of these Confidentiality Terms is held by any court or competent authority to be void or unenforceable in whole or in part, the other provisions of these Confidentiality Terms and the remainder of the unaffected provisions shall continue to be valid.
4.11 These Confidentiality Terms shall cease to apply to the Parties after a period of five (5) years has expired from the date of termination of the Consulting Agreement, unless amended by the Parties in an agreement or otherwise.
4.12 The Expert shall not use RegASK’s name, logo or other Intellectual Property rights in any advertising or publicity without RegASK’s prior written consent.
4.13 Nothing contained herein shall be deemed to constitute, by implication or otherwise, the grant of any licence or conveyance of any rights in respect of any discoveries, Inventions, patents or any other Intellectual Property rights owned by RegASK, including but not limited to patents, designs, copyrights, Confidential Information, know-how, trade secrets, proprietary information, trade names or trademarks, or applications therefor, or any other form of Intellectual Property with respect to any Confidential Information disclosed by RegASK.
4.14 These Confidentiality Terms constitute the entire agreement between the Parties for the transfer of the Confidential Information referenced herein and supersedes all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the Parties respecting said Confidential Information.
5. INTELLECTUAL PROPERTY
5.1 The Expert represents and warrants the following:
5.1.1 that the Services, Contents, and any materials provided by the Expert to RegASK in connection with the Services, do not violate, contravene or infringe the Intellectual Property rights of any person, or any applicable laws;
5.1.2 that the Expert shall produce the Contents with due care, skill and diligence; and
5.1.3 that to the best of Expert’s knowledge after due and reasonable enquiry, the Contents are accurate, complete and not misleading as of the date it is provided to RegASK.
5.2 The warranties and representations provided by the Expert in this Clause 5, are given as of the date of acceptance of these General Terms and Conditions and will be deemed to be repeated on the date upon which the Contents are provided to RegASK, as if references to the date of acceptance of these General Terms and Conditions were replaced with references to the date upon which the Contents are provided to RegASK. The Expert shall notify RegASK forthwith, if it becomes aware, between the date of acceptance of these General Terms and Conditions and the date upon which the Contents are provided to RegASK, of a breach of any warranty or representation set out in this Clause 5.
5.3 The Expert hereby assigns to RegASK and agrees to assign in the future to RegASK all of its rights, legal and beneficial title(s) and interest to RegASK in any and all Intellectual Property, Inventions and Contents, which (i) are related to RegASK’s business or actual or demonstrably anticipated research or development or (ii) were developed during the term of the Consulting Agreement or using RegASK’s resources that become known to, or are made, conceived, reduced to practice or learned by the Expert, either alone or jointly with others, during the term of the Consulting Agreement. The Expert agrees to waive all moral rights (or equivalent rights) arising thereto under the laws of any jurisdiction In the event, where any rights in the Intellectual Property, Inventions and/or Contents cannot be transferred to RegASK, the Expert shall forthwith, in writing, (i) grant an exclusive, perpetual and irrevocable license to RegASK in respect of such Intellectual Property, Inventions and/or Contents and all rights therefrom (including the right to use, reproduce, distribute, and display), and (ii) irrevocably waive any claim, whether actual, threatened, or potential, that the Expert may have against RegASK in respect of such Intellectual Property and all rights therefrom. The Expert agrees to promptly notify RegASK of any actual, threatened, or potential infringement of which the Expert becomes aware with respect to any Contents.
5.4 RegASK shall have the right to disclose, in its sole discretion, the provenance of the Contents, which includes (i) the fact that the Expert is the person who has prepared and provided the Contents; and (ii) any other publicly available information relating to the Expert.
5.5 RegASK shall have the right to utilise the Contents in any manner it deems fit, notwithstanding any confidentiality agreement. Regardless of the manner in which the Contents are utilised, the Expert shall not be entitled to any additional remuneration of any kind.
5.6 The Expert shall, at RegASK’s request and expense, execute any and all documents and take such further action as RegASK may reasonably request to confirm, perfect, or protect RegASK’s rights in and to the Contents and all other rights it may have under these General Terms and Conditions and the Consulting Agreement.
5.7 The Expert further agrees to indemnify and hold RegASK harmless from and against any and all claims, damages, and expenses (including reasonable legal fees) arising out of or related to any actual or alleged infringement by the Expert of Clauses 5.1 to 5.6.
6. PERSONAL DATA PROTECTION ACT
6.1 The Expert is aware that personal data is important and is committed to complying with the PDPA. In compliance with the PDPA, RegASK collects, uses and discloses personal data of the Expert as well as other experts. In the course of RegASK doing so, the Expert may be in possession and/or involved in handling such data. The personal data collected includes, but is not limited to: (i) full name; (ii) date of birth; (iii) address; (iv) Contact details (mobile numbers, landline numbers, addresses, and email addresses); (v) identity document number (e.g., NRIC / FIN number, and passport number); (vi) bank account, payment details and transaction history; and/or (vii) personal confidential information.
6.2 The Expert accepts that the abovementioned list is not intended to be exhaustive and is fully aware that RegASK respects the privacy of all personal data and assures that all personal data will be kept securely according to PDPA and the Expert is obliged to do the same.
6.3 The Expert hereby acknowledges that he is aware of his responsibilities towards the PDPA as an expert to RegASK and shall indemnify RegASK for any breach of the PDPA on his part and agrees to strictly comply with the PDPA.
7. PLATFORM TERMS
7.1 The following terms apply to the Expert to the extent that the Expert has registered to this platform.
7.2 The Expert agrees that by registering, accessing or using this platform, directly or through an Expert Representative (if the Expert is an entity), the Expert is agreeing to enter into a legally binding contract with RegASK and the Expert or the Expert’s Representative (if the Expert is an entity) becomes a member of this platform (“Member”). If an entity, the Expert is jointly and severally liable for all its Representatives’ obligations as Members hereunder. If the Expert wishes to terminate such contract to use this platform, the Expert (i) if an individual, may do so at any time by closing his account and no longer access or use this platform, or (ii) if an entity, the Expert shall procure that all its Representative(s) close their account and no longer access or use this platform.
7.3 Eligibility. To use this platform, the Member agrees that: (1) he shall comply with all applicable laws to which he is subject in his jurisdiction; (2) he will only have one (1) account, which must be in the Member’s real name; and (3) he is not already restricted from using this platform. Creating an account with false information is a violation of these terms, including accounts registered on behalf of others.
7.4 Members’ account. Members are account holders. The Member agrees to (1) use a strong password and keep it confidential; (2) not transfer or share any part of his account (e.g., connections); and (3) abide by the law and RegASK’s list of Dos and Don’ts (as set out below). The Member is responsible for anything that happens within his account unless the Member closes it or reports misuse.
7.5 Change. RegASK may modify these General Terms and Conditions from time to time. If material changes are made, notice will be provided through this platform or by other means, to provide the Expert the opportunity to review the changes before they become effective. Such changes cannot be retroactive. If the Member objects to any changes, the Member may close his account. The Member’s continued use of this platform after publication or notification of the changes to these terms means that the Member consents to the updated terms as of the date of publication of the changes to the terms.
7.6 Notices and Messages. The Expert agrees that RegASK will provide notices and messages to the Expert in the following ways: (1) within the platform, or (2) sent to the contact information the Expert provided to RegASK (for instance, email, mobile number, and/or physical address). The Expert agrees to keep his contact information up to date.
7.7 Intellectual Property Rights. RegASK reserves all of its Intellectual Property rights in this platform. Trademarks and logos used in connection with this platform and/or Services are the trademarks of their respective owners. The trademarks, service marks, graphics and logos used for this platform are trademarks or registered trademarks of RegASK’s.
7.8 This platform’s “Dos and Don’ts”
7.8.1 Dos. The Expert agrees that he will: (i) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements; (ii) provide accurate information to RegASK and keep it updated; and (iii) use this platform in a professional manner.
7.8.2 Don’ts. The Expert agrees that the Expert will not: (i) give access to his own account to others or transfer his account to anyone else (without RegASK’s written permission); (ii) develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape this platform or otherwise copy profiles and other data from this platform; (iii) override any security feature or bypass or circumvent any access controls or use limits of this platform (such as caps on keyword searches); (iv) copy, use, disclose or distribute any information obtained from this platform, whether directly or through third parties (such as search engines), without the consent of RegASK; (v) disclose information that the Expert does not have the consent to disclose (such as confidential information of others);(vi) violate the Intellectual Property or other rights of RegASK, including, without limitation, (a) copying or distributing RegASK’s learning videos or other materials or (b) copying or distributing RegASK’s technology, unless it is released under open source licences; (c) using RegASK’s copyrights or trademarks (or any similar marks) or logos in any business name, email, or URL except with RegASK’s prior written consent; (vii) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for this platform or any related technology that is not open source; (viii) rent, lease, loan, trade, sell/re-sell or otherwise monetise this platform or related data or access to the same, without RegASK’s written consent; (ix) use bots or other automated methods to access this platform, add or download contacts; (x) monitor this platform’s availability, performance or functionality for any competitive purpose; (xi) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of this platform; (xii) overlay or otherwise modify this platform or their appearance (such as by inserting elements into this platform or removing, covering, or obscuring an advertisement included on this platform); (xiii) interfere with the operation of, or place an unreasonable load on, this platform (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or (xiv) violate any terms concerning a specific Service that are provided when you sign up for or start using such Service.
7.9 Account suspension. If RegASK determines, in its absolute discretion, that the Expert has breached these General Terms and Conditions or the law or are misusing this platform (e.g., violating any of the Dos and Don’ts as set out in Clause 7.8 above), RegASK may suspend or permanently disable the Expert’s access to this platform, and RegASK may permanently disable or delete the Expert’s account. RegASK may also disable or delete the Expert’s account if he infringes other people’s Intellectual Property rights or where RegASK is required to do so for legal reasons. RegASK may disable or delete the Expert’s account if, after registration, the Expert’s account is not confirmed, the account is unused and remains inactive for an extended period of time or if RegASK detects that someone may have used it without the Expert’s permission and RegASK is unable to confirm the Expert’s ownership of the account. Where such action is taken, the Expert will be notified and he will be informed of the options he has in relation to requesting for a review, unless doing so may expose RegASK or others to legal liability; harm RegASK’s community of users; compromise or interfere with the integrity or operation of any of this platform, systems or products; where RegASK is restricted due to technical limitations; or where RegASK is prohibited from doing so for legal reasons.
7.10 Termination. Both RegASK and the Expert may terminate the Consulting Agreement at any time with written notice to the other. On termination, the Expert loses the right to access or use this platform. The following shall survive termination:
7.10.1 RegASK’s rights to use and disclose the Expert’s feedback;
7.10.2 Clauses 5 (Intellectual Property), 7.8.2 (Don’ts), 8 (Non-Solicitation and Non-Circumvention), 9 (Entire Agreement), 11 (Waiver), 12 (General), 13 (Dispute Resolution), and 14 (Governing Law) of these General Terms and Conditions; and
7.10.3 any amounts owed by either Party prior to termination remain owed after termination.
7.11 Security. The Expert’s data (including communications) is used for security purposes or to prevent or investigate possible fraud or other violations of these General Terms and Conditions and/or attempts to harm other experts using this platform. RegASK implements security safeguards designed to protect the Expert’s data. RegASK regularly monitors the systems for possible vulnerabilities and attacks. However, RegASK cannot warrant the security of any information that is sent to RegASK by the Expert. There is no guarantee that data may not be accessed, disclosed, altered, or destroyed by breach of any of RegASK’s physical, technical, or managerial safeguards.
8. NON-SOLICITATION AND NON-CIRCUMVENTION
8.1 The Expert hereby agrees that it will not, for the period starting on the Effective Date and ending twelve (12) months after termination of the Consulting Agreement, without the prior written consent of RegASK, on its own behalf or on behalf of any person, firm or company (as manager, agent, consultant or employee), directly or indirectly:
8.1.1 seek to procure orders from or be engaged in any activity or do business which shall be in competition with the business of RegASK with any person, firm or company who has at any time since the Effective Date done business with RegASK; or
8.1.2 endeavour to entice away from RegASK any person who has at any time during the twelve (12) months immediately preceding the termination of the Consulting Agreement, been employed or engaged by RegASK; and/or
8.2 The Expert hereby agrees that it will not circumvent RegASK or otherwise take advantage of the business opportunities, relationships, or contacts identified, introduced, or made available by RegASK during the term of the Consulting Agreement and for a period of [twelve (12)] months after termination of the Consulting Agreement. In the event the Expert has knowledge of or has come to know of RegASK’s client in relation to the Service, the Expert shall inform RegASK of the same and disclose the name of RegASK’s client in the Statement of Work accordingly. If any of RegASK’s clients reaches out to the Expert for the Expert’s services during the term of the Consulting Agreement and the Expert has knowledge or has come to know that such person or entity is a client of RegASK, the Expert shall inform RegASK immediately and shall not engage in such business opportunity or relationship without RegASK’s prior written consent.
9. ENTIRE AGREEMENT
9.1 These General Terms and Conditions and the Consulting Agreement (including for the avoidance of doubt all Statements of Work signed pursuant to the Consulting Agreement) contain the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written. These General Terms and Conditions and the Consulting Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
9.2 In the event of any inconsistency between any provisions of the Consulting Agreement (including these General Terms and Conditions) and any Statement of Work, the provisions of the Consulting Agreement shall prevail to the extent of that inconsistency.
9.3 In the event of any inconsistency between any provisions in these General Terms and Conditions and any provisions of the Consulting Agreement, the provisions of the Consulting Agreement shall prevail to the extent of that inconsistency.
10. ASSIGNMENT
10.1 A Party shall not assign its rights under these General Terms and Conditions nor in the Consulting Agreement except with the other Party’s prior written consent.
11. WAIVER
11.1 A Party’s failure or delay to exercise a right or remedy provided by law or under these General Terms and Conditions or in the Consulting Agreement will not waive that right or remedy, nor will a single or partial exercise of that right or remedy waive any other or further exercise of it. A Party which pursues any remedy will not be deemed to have waived its right to pursue any other remedy, except as provided by these General Terms and Conditions or in the Consulting Agreement.
12. GENERAL
12.1 Rights of Third Parties. A person who is not a Party to these General Terms and Conditions and/or the Consulting Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001, except as otherwise stated in these General Terms and Conditions.
12.2 Severance. If any provision or part-provision of these General Terms and Conditions or the Consulting Agreement is held to be invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity, legality and enforceability of the rest of these General Terms and Conditions or the Consulting Agreement respectively.
13. DISPUTE RESOLUTION
13.1 If there is any dispute arising out of or in connection with these General Terms and Conditions and/or Consulting Agreement, including any question regarding its existence, validity or termination, including any dispute resulting from an actual or alleged inconsistency between any Statements of Work, (each a “Dispute”), the Parties shall first negotiate in good faith. If they cannot resolve the Dispute within [thirty (30) days], the Dispute must be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force on the date the mediation is commenced. Any Party may submit a mediation request to SMC upon which the other Party or Parties will be bound to participate in the mediation within [forty-five (45) days] thereof. Every Party to the mediation must be represented by a person with authority to negotiate and settle the Dispute. SMC will appoint one (1) mediator, the mediation will take place in Singapore in the English language and any settlement agreement reached will bind the Parties.
13.2 If the Parties cannot resolve the Dispute through mediation within [thirty (30) days] from the date they submit the Dispute to SMC, the Parties shall submit the Dispute for arbitration administered by the Singapore International Arbitration Centre (“SIAC”) according to the Arbitration Rules of SIAC in force on the date the arbitration is commenced, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration will be Singapore. The tribunal will consist of one (1) arbitrator. The language of the arbitration will be English.
14. GOVERNING LAW
14.1 These General Terms and Conditions are governed by Singapore law.
15. PAYMENT TERMS
15.1 Unless otherwise expressly agreed upon in writing between RegASK and the Expert, the terms and conditions set forth below shall govern the way payments are made by RegASK to the Expert:
15.1.1 In consideration of the Services provided by the Expert, the Expert shall invoice RegASK for the fees and RegASK shall pay the Expert the fees for the Services set forth in such Statement of Work. The mode of payment by RegASK shall be as per the payment method mutually agreed upon by the Parties prior to the commencement of Services, as set out in the Statement of Work.
15.1.2 The Expert shall submit the invoices via RegASK’s system before the stipulated cut-off date.
15.1.3 Project-related invoices: The Expert must submit the invoices within three (3) months after the completion date of the project. No invoices will be processed thereafter.
15.1.4 Currency: The fees for the Expert’s Services will be made in the local currency of their location, using the exchange rate that is applicable on the day of the transfer.
15.1.5 Bank charges: RegASK will bear any additional bank and remittance intermediary charges applied by the bank that RegASK is using as the sending counterpart. If there is any shortfall in the amount received by the Expert, it may be due to the bank and remittance intermediary charges applied by the bank that the Expert is using as the receiving counterparty. RegASK will not be responsible for any such shortfall amounts.