Terms and Conditions (Recruitment Services)
These Terms and Conditions shall apply to the Service Offer between SGC and the Client in relation to the supply of Recruitment Services. In the event of any conflict between these Terms and Conditions and the terms and conditions in the Service Offer, these Terms and Conditions shall prevail.
1. Definitions & Interpretation
“Affiliate” of a party means any entity which directly or indirectly owns or controls, is directly or indirectly owned or controlled by, or is under common ownership or control with that party. For the purpose of the definition of “Affiliate”, “control” means owning more than fifty per cent (50%) of the voting shares or capital in the other entity;
“Agreement” means these Terms and Conditions and the terms and conditions in the Service Offer;
“Business Day” means a day on which banks are ordinarily open for business in Singapore excluding Saturdays, Sundays and public holidays;
“Candidate” means a person introduced by SGC to the Client to be considered for an engagement;
“Client” means the company, partnership, society, association or individual as stated in the Service Offer;
“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the party disclosing such information. Confidential Information shall not include information which is (a) in the public domain at the time of disclosure (other than by breach of Clause 5 (Confidentiality) of this Agreement; (b) in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party; (c) is received from a third party (who lawfully acquired it) without restriction as to its disclosure, or (d) is independently developed without access to the Confidential Information;
“Effective Date” is the date this Agreement comes into effect as stated in the Service Offer;
“engage”, “engaged” or “engagement” means the employment of a Candidate directly or indirectly, under a contract of service or a contract for services or otherwise and whether on a permanent, temporary, full-time, part-time basis or otherwise, by or on behalf of the Client;
“Recruitment Services” means the services as mutually agreed between the parties and stated in the Service Offer to be provided by SGC to the Client;
“Service Fees” means the fees mutually agreed in writing between the parties in the Service Offer and payable by the Client to SGC;
“SGC” means the Singaporean-German Chamber of Industry and Commerce with its registered office at 25 International Business Park #03-105 German Centre Singapore 609916;
“Term” has the meaning given to it in the Service Offer; and
“First Year Salary” has the meaning given to it in the Service Offer.
1.2. The interpretation and construction of this Agreement shall be subject to the following provisions:
1.2.1. words importing the singular meaning include where the context so admits the plural meaning and vice versa;
1.2.2. a reference to a clause is a reference to the whole of that clause unless stated otherwise;
1.2.3. a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or other similar instrument as may be amended from time to time;
1.2.4. the words ‘include’, ‘includes’ and ‘including’ are to be construed as if they were immediately followed by the words ‘without limitation’; and
1.2.5. the headings in this Agreement are for convenience only and shall not affect the interpretation or construction thereof.
2. SGC’S Obligations
2.1 In consideration of the Service Fees payable by the Client under this Agreement, SGC will provide the Recruitment Services to the Client in accordance with the terms and conditions of this Agreement.
2.2 SGC will use reasonable endeavours to introduce to the Client a Candidate suitable to carry out work of such nature as the Client notifies to SGC. The Client accepts and agrees that SGC does not warrant the suitability of any Candidate for the position.
3. Service Fees
3.1 The Service Fees are payable within fourteen (14) days of the date of an invoice issued by SGC and in the currency expressed in the invoice.
3.2 The Service Fees are exclusive of third party costs and disbursements. The Client shall reimburse SGC for all such costs and disbursements incurred in connection with the performance of the Recruitment Services under this Agreement.
3.3 If the Client fails to pay the Service Fees on its due date, SGC may charge interest on the sums due at five per cent (5%) per month until such payment is made in full.
3.4 The Service Fees are exclusive of any applicable goods and services tax, value added tax or such similar tax which shall be borne by the Client.
3.5 Payment of the Service Fees shall be made without any discount, deduction, withholding, set-off or counterclaim. Where payment of the Service Fees is made by wire or bank transfer, the Client shall bear all wire or bank charges.
4. Client’s Obligations
4.1 The Client will provide to SGC the following information for the purposes of performing the Recruitment Services:
4.1.1 the Client’s full corporate name, address and registered number or (if it is not incorporated), the Client’s full business and trading name and address and the nature of its business;
4.1.2 the number of employees employed by the Client in Singapore;
4.1.3 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
4.1.4 the experience, training, qualifications and any authorizations which are required by the Client, including any qualifications or authorizations required by law or any applicable professional body;
4.1.5 the minimum rate of remuneration, the intervals of payment and any other benefits;
4.1.6 the length of notice to which the Candidate will be entitled to receive or be required to give for termination of employment; and
4.1.7 any other information as may be required by applicable law.
4.2 The Client is responsible for verifying the suitability of any Candidate for the position. Without prejudice to the generality of the foregoing, the Client acknowledges and agrees that it is the Client’s responsibility to:
4.2.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;
4.2.2 check the validity of the Candidate’s qualifications;
4.2.3 ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;
4.2.4 obtain any certificate of sponsorship, security bond, letter of consent, licence, pass or permit needed enable the Candidate to work in Singapore; and
4.2.5 ensure that the Candidate satisfies any medical requirements or other qualifications that may be required by applicable law.
4.3 The Client will provide to SGC the First Year Salary of the Candidate engaged by the Client for the purposes of calculating the Service Fees payable by the Client. The Client accepts and agrees that SGC may contact the Candidate engaged by the Client for the purposes of verifying and confirming the First Year Salary and the Service Fees payable.
5.1 A party shall not use Confidential Information for any purpose other than for the performance of its obligations under this Agreement.
5.2 A party (“Receiving Party”) shall keep confidential any Confidential Information disclosed to it by the other party (“Disclosing Party”) and shall not disclose such Confidential Information without the prior written consent of the Disclosing party except to its directors, officers, employees, representatives and professional advisors and its agents, sub-contractors or sub-suppliers on a need-to-know basis provided that such directors, officers, employees, representatives and professional advisors and agents, sub-contractors or sub-suppliers are bound by confidentiality obligations not less onerous than the obligations under this Clause 5 (Confidentiality).
5.3 Notwithstanding the provisions of this clause, a Receiving Party may disclose Confidential Information without the prior written consent of the Disclosing Party if required by applicable law or pursuant to an order by a court or tribunal of competent jurisdiction.
5.4 A party shall use its reasonable endeavours to prevent the disclosure of Confidential Information.
5.5 The confidentiality obligations under this clause shall continue in force for one (1) year from the date of expiry or termination of this Agreement unless earlier terminated by mutual agreement in writing.
6. Limitation of Liability
6.1 Notwithstanding any provision to the contrary, to the maximum extent permitted by law, SGC’s liability for any loss or damage as a result of, in connection with and/or in relation to this Agreement including loss or damage caused by third parties, agents, sub-contractors or sub-suppliers, shall be limited to the Service Fees payable under this Agreement.
6.2 Neither party shall be liable to the other party under this Agreement or otherwise for any indirect, consequential, special, punitive or exemplary loss, damage or expenses including any loss of profits or loss of revenue even if the other party has been advised of the possibility of such loss, damage or expenses.
6.3 SGC’s liability to the Client (if any) for loss or damage of any kind shall be reduced to the extent that such loss or damage is caused or contributed by the Client.
6.4 For the avoidance of doubt, nothing in this clause shall be construed as an exclusion of SGC’s liability for personal injury or death caused by its negligence or for fraud or fraudulent misrepresentation.
7.1 A party may terminate this Agreement at any time for any reason by providing seven (7) days’ notice in writing to the other party.
7.2 A party may terminate this Agreement with immediate effect by providing notice in writing to the other party in the event that:
7.2.1 a party has breached any term of this Agreement and has failed to remedy such breach within three (3) Business Days of notice in writing requiring it to remedy such breach;
7.2.2 a party becomes insolvent or unable to pay its debts when due or commits or permits any act of bankruptcy, which term shall include:
126.96.36.199 the filing of a petition in any bankruptcy, reorganisation, winding-up or liquidation proceeding or other proceedings analogous in purpose or effect;
188.8.131.52 the appointment of a receiver or trustee for the bankruptcy, reorganisation, winding-up or liquidation of any assets or properties of that party;
184.108.40.206 the making by that party of an assignment, arrangement or composition with or for the benefit of its creditors; or
220.127.116.11 an order made or a resolution passed for the winding-up, liquidation or dissolution of that party.
7.3 The termination of this Agreement shall not affect any accrued rights or obligations of a party up to and on the date of such termination.
8. Representations and Warranties
8.1 Each party represents and warrants that:
8.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement and that this Agreement is executed by a duly authorized representative of each party; and
8.1.2 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under this Agreement.
9. No Partnership
The relationship between the parties is that of independent contractors. Nothing in this Agreement shall create a contract of employment, a relationship of agency or partnership or a joint venture between the parties and accordingly, neither party shall be authorized to act in the name of, or on behalf of, or otherwise bind the other party save as expressly permitted by the terms of this Agreement.
10. Personal Data Protection
10.1 Each party shall comply with the Personal Data Protection Act 2012 (No. 26 of 2012) and the EU General Data Protection Regulation (if applicable) at its own costs.
10.2 The Client authorizes, agrees and consents to SGC collecting, processing, using and/or disclosing the personal data of the Client and its employees, officers, agents and representatives for the purposes of performing its obligations under this Agreement and as may be required by law. In the case where the Client is a company, partnership, society or association, the Client represents and warrants that it has obtained the consent of its employees, officers, agents and representatives to whom the personal data belongs for the purposes specified in this Clause 10 (Personal Data Protection).
10.4 The provisions of this Clause 10 (Personal Data Protection) shall survive the expiry or termination of this Agreement.
11. Anti-corruption and Bribery
11.1 A party shall not offer or give, or agree to give, to the other party or any other public body or any person employed by or on behalf of the other party or any other public body any gratification or consideration of any kind as an inducement or reward for doing, forbearing to do, or for having done or forborne to do, any act in relation to the obtaining or execution of this Agreement.
11.2 A party warrants that it has not paid commission or agreed to pay commission to the other party or any other public body or any person employed by or on behalf of the other party or any other public body in connection with this Agreement.
11.3 If a party or its employee engages in conduct prohibited by Clause 11.1 or 11.2, the non-defaulting party may terminate this Agreement immediately and recover from the defaulting party the amount of any loss suffered by the non-defaulting party.
The Client shall not assign, transfer, sub-contract, sub-licence or in any other manner transfer to any third party the benefit and/or obligations under this Agreement without the prior written consent of SGC (such consent not to be unreasonably withheld).
13. Waiver and Remedies Cumulative
No failure to exercise, nor any delay in enforcing, exercising, on the part of either party, any right or remedy under this Agreement shall be deemed or construed as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies under applicable laws.
14. Modifications or Amendments
No amendment, variation or modification to this Agreement shall be effective unless mutually agreed in writing and signed by authorized representatives of the parties.
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by a court or tribunal of competent jurisdiction, it shall be rendered void, illegal or unenforceable to that extent and shall in no way affect or prejudice the enforceability of the remainder of the Agreement.
16. Client’s Documents Non-Binding
The Client acknowledges and agrees that this Agreement constitutes the entire agreement between SGC and the Client and accordingly, any terms and conditions stated on any of the Client’s purchase orders or documents shall be rendered void and of no effect.
17. Third Party Rights
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap53B) to enforce or to enjoy the benefit of any term under this Agreement.
18. Entire Agreement
This Agreement constitutes the entire agreement between the Client and SGC with respect to the provision of Recruitment Services under this Agreement and supersedes all prior agreements, negotiations and discussions, whether oral or written, in connection therewith.
Any clauses in this Agreement that are expressly stated or by implication intended to survive the expiry or termination of this Agreement shall continue in full force and effect notwithstanding the expiry or termination of this Agreement.
20. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of laws rules.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
22.1 Any notices required under this Agreement will be in writing and sent to the persons and addresses stated in the Service Offer. They may be given and will be deemed received if:
22.1.1 by post: two (2) Business Days after posting;
22.1.2 by airmail: seven (7) Business Days after posting;
22.1.3 by hand: on delivery;
22.1.4 by facsimile: on receipt of a successful transmission report from the correct number; and
22.1.5 by email: on receipt of a delivery or read receipt from the correct address.
22.2 A party may change the address for notices by providing notice in writing to the other party.