STAFFANY

Terms of Service

TERMS OF USE (Effective on 8th August 2024)

This agreement (the “Agreement”) sets out the terms and conditions under which we, StaffAny Private Limited^{^[1]} (“StaffAny”), provide services to you and your Authorised Users^{^[2]} (the “StaffAny Services”).

The StaffAny Services include workforce / HR management services, employee scheduling services, task management services, communication services, time and attendance management services, business process management services and payroll services (including payroll integration services).

The StaffAny Services may be offered to you and your Authorised Users through our website (https://www.staffany.com), through our online software application, or in such manner as we may determine from time to time.

If you register for a free trial of any of the StaffAny Services, the provisions of this Agreement will also govern that free trial.

By accessing or using the StaffAny Services, or authorising or permitting Authorised Users to do the same, you agree to be bound by these terms. If you are entering into these terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms. If you do not have such authority, or if you do not agree with this Agreement, you must not accept these terms and must not use the StaffAny Services.

For purposes of this Agreement, “you” or “your” or “Client” or “Clients” refers to you as a user or customer of the StaffAny Services.

1. STAFFANY SERVICES

1.1 The StaffAny Services are provided by us to you and your Authorised Users subject to these terms and all modifications thereto and/or other rules that may be published from time to time by us.

1.2 From time to time, we may notify you of updates or modifications to the StaffAny Services. Your usage of the updated or modified StaffAny Services confirms your acceptance of the new or modified StaffAny Services, and is also subject to, these terms.

1.3 The StaffAny services are owned by us. We retain title and all other ownership and intellectual property rights in and to all StaffAny Services, including but not limited to its source code, object code, application programming interfaces, documentation, data, information, trademarks, service marks, and trade secrets.

1.4 You must only access the StaffAny Services in accordance with this Agreement.

2. LICENCE TO USE

By accepting the terms and conditions of this Agreement, we hereby grant you a non-exclusive and non-transferable limited right to use the StaffAny Services, solely for your own internal, personal or commercial use as a Client, subject to the terms and conditions of this Agreement (the “Subscription”). You agree to provide any true, accurate, current and complete information as required by us for this purpose.

3. TRIAL SUBSCRIPTION

3.1 A Client who registers with us may first be offered limited trial access to the StaffAny Services which we make available to the Client free of charge (“Trial Subscription”). Such limited access is designed to provide you with an opportunity to trial the features of the StaffAny Services before entering into a Paid Subscription (as defined below).

3.2 The Trial Subscription will be subject to the terms of this Agreement and shall be for a period of 14 calendar days from the date of registration, or such other date as we may determine in our absolute discretion.

3.3 We may vary the level and extent of StaffAny Services available to you under the Trial Subscription.

3.4 We may immediately terminate a Trial Subscription at any time without cause and without notice and in such event this Agreement shall immediately terminate.

4. FREE SUBSCRIPTION

4.1 A Client may also be offered certain of the StaffAny Services free of charge (“Free Subscription”).

4.2 The Free Subscription will be subject to the terms of this Agreement and the period of such Free Subscription shall be at our absolute discretion.

4.3 We may vary the level and extent of StaffAny Services available to you under the Free Subscription.

4.4 We may immediately terminate a Free Subscription at any time without cause and without notice and in such event this Agreement shall immediately terminate.

5. PAID SUBSCRIPTION

5.1 A Client who wishes to gain access to more features (including adding additional Authorised Users) may choose to subscribe for one or more of the subscription plans offered by us (“Paid Subscription”) from time to time.

5.2 The StaffAny Services offered under the Paid Subscription plans are published and made available on our website and are subject to the terms of this Agreement and any other additional terms as may be prescribed by us. Access to StaffAny Services may differ depending on the Paid Subscription plan.

6. ADDITIONAL SERVICES

6.1 In addition to the StaffAny Services, we may, at your request and for an additional fee, provide additional services to you through third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the StaffAny Services link to, or which you may connect to or enable in conjunction with the StaffAny Services, including, without limitation, products or services provided by our affiliates (collectively, “Additional Services”).

6.2 Unless expressly agreed otherwise, any Additional Services will be provided on the terms and conditions of this Agreement.

6.3 If you decide to enable, access or use these Additional Services, please be advised that your access and use of such Additional Services are governed solely by the terms and conditions of such Additional Services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Additional Services, including, without limitation, their content or the manner in which they handle data (including your content) or any interaction between you and the provider of such Additional Services.

6.4 If you wish to obtain Additional Services:

a. you must provide a written request to us no later than 30 calendar days before the intended commencement date of the Additional Services.

b. If your request for Additional Services is accepted, we will endeavour to provide you with a notice containing a schedule of the additional fees prior to the intended commencement date of the Additional Services.

c. You are taken to have accepted any such additional fees if the Additional Services have already commenced at the request of the Client or the schedule of additional fees is not disputed within 3 Business Days^{^[3]} of receipt.

d. Additional Services are offered by us at our sole and absolute discretion and nothing in this clause 6 obliges us to provide any Additional Services requested by you.

6.5 Terms specifically applying to Job Posts

a. In particular, one Additional Service we offer is the provision of information, access to, or ability to create job posts and other related content for our Clients (“Job Posts”).

b. The information relating to the Job Posts are provided by you or third parties over whom we may not have any control. As such, we do not have any obligation to screen any Job Posts, or to include any Job Posts in its search results or other listings, and may exclude or remove any Job Post for any or no reason.

c. We cannot confirm the accuracy or completeness of any Job Post or other information submitted by any employer or other user, including the identity of such employer or other user.

d. We assume no responsibility, and disclaim all liability, for the content, accuracy, completeness, legality, reliability, or availability of any Job Post. You represent that the Job Post shall not include any requirements based on race, colour, national origin or ancestry, sex, religion, creed, citizenship, marital status, family care status, age, physical or mental disability, genetic information, sexual orientation, gender, gender identity or expression, transsexual or transgender status, political belief, military or veteran status or any other characteristic protected by law; and/or any other requirements that are prohibited under applicable laws, rules and regulations.

e. Job posts may not contain (a) any hyperlinks, other than those specifically authorised by us; (b) misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in our sole and reasonable discretion; (c) inaccurate, false, or misleading information; and (d) material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old .

f. We may make screening tools available to you for use in the application process, including screener questions, phone screen tools, interview scheduling and employee assessments. We are licensing these tools to you for your use as you determine. By using any screening product, made available to you by us, you agree that you have made the determination to use these tools as part of your application process, and the substantive questions you ask or choose are solely determined by you, and are not being asked by us.

g. You are the sole party to determine which answers will qualify a candidate. You are solely responsible for the use of the screening tool including any results which are considered to have a disparate impact. You are also solely responsible for the retention of any application.

7. FUNCTIONS AND FEATURES

We may, at any time and from time to time, amend, vary or remove any of the features, functions and other benefits made available to you and your Authorised Users in respect of the StaffAny Services as we see fit without any prior notice to you or your Authorised Users.

You agree and acknowledge that we retain the sole and absolute discretion regarding any of the features, functions and other benefits made available to you and your Authorised Users in respect of the StaffAny Services. Nothing in this Agreement requires us to provide or maintain any features, functions or other benefits in respect of the StaffAny Services. You also acknowledge and agree that nothing in this Agreement limits our right to discontinue or alter any such features, functions or other benefits at any time and from time to time.

8. AUTHENTICATION CREDENTIALS

8.1 Upon your request from time to time, we will provide you with usernames and passwords or any other means of authentication which you and your Authorised User may use to gain access to the StaffAny Services (“Authentication Credentials”).

8.2 We have the right to disable and/or delete your Authorised User’s access to the StaffAny Services where such Authorised User has been inactive for 2 years since the last use and to delete the data and Authentication Credentials in respect of such Authorised User without the need to notify you.

8.3 We reserve the right at any time to change and/or revoke any Authentication Credentials whether with or without notice to you of such change or revocation.

8.4 If you implement an authentication credential in a system or third party application with the result that such a system or third party application has authorised users (“Authorised System”), you will implement the Authorised System such that any person accessing the StaffAny Services via the Authorised System can be accurately identified to us upon our request, and the date, time and nature of such person’s access to the StaffAny Services via the Authorised System can likewise be accurately identified to us.

9. YOUR RESPONSIBILITIES AND OBLIGATIONS

9.1 You will be solely responsible for:

a. uploading all information or communications to the StaffAny Services by or on behalf of you or your Authorised User (“Client Data”) and ensuring all Client Data are true and accurate;

b. the day-to-day use of the StaffAny Services;

c. obtaining all consents, permits or approvals necessary to (i) upload and/or store Client Data and (ii) use the StaffAny Services;

d. ensuring that the use of the StaffAny Services by you and each of your Authorised Users and the uploading and storage of the Client Data complies with all applicable laws, regulations or codes of conduct;

e. satisfying yourself that the StaffAny Services are compatible with you and your Authorised Users’ own hardware, software and internet and network capabilities and maintaining all hardware, software, third party applications and other technology necessary to be able to access and use the StaffAny Services;

f. ensuring that you maintain backups or alternate systems for use if the StaffAny Services are unavailable or are otherwise unable to be used by you or your Authorised Users;

g. ensuring no Unacceptable Content (as defined below) is uploaded to or stored in the StaffAny Services; and

h. any acts or omissions committed by your Authorised Users or your employees, officers, contractors or representatives or any of their related parties in relation to the StaffAny Services.

9.2 You must:

a. use the StaffAny Services only for business purposes;

b. only use manuals, guides, reference materials or other similar documents in any form whatsoever, provided by us or made available to you to the extent necessary to use the StaffAny Services;

c. comply with and ensure that your Authorised Users comply with the terms and conditions of this Agreement and any policies regarding the use of the StaffAny Services on which we may notify you from time to time (notification of which may be made available or accessible on the StaffAny website), including without limitation, StaffAny’s Fair Use Policy (as defined below); and

d. ensure that each of your Authorised User is either an employee or contractor who has all authority, permissions or other approvals required to be able to access and use the StaffAny Services.

9.3 You must not:

b. use the StaffAny Services or any other intellectual property belonging to us in any way or for any purpose other than as contemplated by this Agreement;

b. use any intellectual property belonging to us or confidential information or otherwise breach any other legal obligation, to build a competitive product or service or build a product or service using similar ideas, features, functions or graphics of the StaffAny Services;

c. permit any person other than your Authorised Users to use StaffAny Services and ensure that those Authorised Users, in using the StaffAny Services, comply with the terms and conditions of this Agreement as if they were the Client;

d. modify, adapt, translate, reverse engineer, decompile, disassemble or copy all or any part of the StaffAny Services;

e. attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the StaffAny Services;

f. send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs to the StaffAny Services;

g. interfere with or disrupt the integrity or performance of the StaffAny Services or the data contained therein;

h. attempt to gain unauthorised access to the StaffAny Services or its related systems or networks;

i. create internet “links” to or from the StaffAny Services , or “frame” or “mirror” any content forming part of the StaffAny Services other than on your own intranets or otherwise for your own internal business purposes;

j. distribute any part of the StaffAny Services for commercial purposes or otherwise sublicence or resell the StaffAny Services;

k. create derivative works from all or any part of the StaffAny Services;

l. transfer, assign, rent, lease, lend, sell or dispose of all or any part of the StaffAny Services or any compilation derived from the StaffAny Services or otherwise commercially exploit or make the StaffAny Services;

m. make any part of the StaffAny Services publicly available in violation of this Agreement or other legal obligation; or

n. attempt or allow your Authorised Users or any other third parties to do or attempt to do any of the above.

9.4 Specific Obligations in relation to access to your system

a. You acknowledge and agree that you grant us the right and permission to access (including by remote access) your installation and the computer systems which are used to access your installation, for us to provide support services to you. This includes but is not limited to monitoring your use of the StaffAny Services. You must do all things reasonably requested by us to ensure that we have such required access.

b. You warrant and represent that, in providing access to us pursuant to clause 9.4.a. above, all necessary consents, authorisations and approvals are obtained for us to gain access, obtain and use any personal data as defined in the Personal Data Protection Act 2012 of Singapore and/or any confidential information in connection with the purpose as set out in clause 9.4.a. above.

9.5 Specific obligations in relation to the Authentication Credentials

You must:

a. ensure that each Authentication Credential is securely maintained and used only by the Authorised User to whom the Authentication Credential has been issued;

b. comply with any policies, guidelines or other requirements issued by us from time to time in any way relating to Authentication Credentials;

c. immediately notify us and take immediate steps to disable an issued Authentication Credential if:

i. an Authorised User ceases to be employed by, contracted to, or otherwise authorised to use the StaffAny Services by you;

ii. an Authentication Credential is lost, stolen, missing or is otherwise compromised; or

iii. you become aware of any breach of the provisions of this Agreement by the Authorised User, in which case the Authentication Credentials will be suspended until such time the breach is remedied to our satisfaction;

d. not transfer or allow to be transferred any Authentication Credentials between or amongst Authorised Users or other individuals or systems and take all reasonable steps to ensure that Authentication Credentials are not transferred;

e. conduct regular checks to ensure the integrity of all issued Authentication Credentials, including regularly cross checking your list of Authorised Users with such list maintained by us and provided to you; and

f. periodically reset Authentication Credentials as and to the extent required by us from time to time.

10. CHANGING SUBSCRIPTION TYPES

10.1 You may:

a. subscribe for a Trial Subscription or Paid Subscription and may subscribe for more than one plan of Paid Subscription at any one time (“Subscription Type”); and

b. request to change Subscription Type at any time and from time to time by making a request via our application, email or online by submitting a notice of change (“Notice of Change”), subject to this clause 10.

10.2 Where you have subscribed for a monthly Subscription and where you wish to make changes, the following will apply:

Scenario	Effective date and additional fees
If you intend to reduce your level of Subscription to a Subscription with fewer available features	You must provide us with a Notice of Change no less than 30 calendar days prior to the end of the then-current month. The changes will take effect at the start of the following month.
If you intend to increase your level of Subscription to a Subscription with more features	You must provide us with a Notice of Change no less than 30 calendar days prior to the effective date of the change. We shall be entitled to a prorated amount of Subscription Fees (as defined below) for such additional features in the event the effective date is not the first day of a month.
If you intend to reduce the number of permitted Authorised Users (without any change in feature set)	You must provide us with a Notice of Change no less than 30 calendar days prior to the effective date of the change. The changes will take effect only at the start of the month after the effective date. For the avoidance of doubt, the full Subscription Fees (as defined below) remain payable in respect of all Authorised Users during the month prior to the effective date of change (including Subscription Fees (as defined below) for Authorised Users to be removed).
If you intend to increase the number of permitted Authorised Users (without any change in feature set)	You must provide us with a Notice of Change no less than 30 calendar days prior to the effective date of the change. We shall be entitled to a prorated amount of Subscription Fees (as defined below) for the additional permitted Authorised Users in the event the effective date is not the first day of a month.

10.3 Where you have subscribed for an annual Subscription and you wish to make changes, the following will apply:

Scenario	Effective date and additional fees
If you intend to reduce your level of Subscription to a Subscription with fewer available features	You must provide us with a Notice of Change no less than 30 calendar days before the end of the current annual Subscription period. The changes will take effect on and from the expiration of the then-current annual Subscription period.
If you intend to increase your level of Subscription to a Subscription with more features	You must provide us with a Notice of Change no less than 30 calendar days prior to the effective date of the change. We shall be entitled to a prorated amount of Subscription Fees (as defined below) for such additional features in the event the effective date is not the first day of a year.
If you intend to reduce the number of permitted Authorised Users (without any change in feature set)	You must provide us with a Notice of Change no less than 30 calendar days before the end of the current annual Subscription period. The changes will take effect on and from the expiration of the then-current annual Subscription period.
If you intend to increase the number of permitted Authorised Users (without any change in feature set)	You must provide us with a Notice of Change no less than 30 calendar days prior to the effective date of the change. You may either (a) pay a prorated amount of the annual Subscription Fees (as defined below) per additional Authorised User; or (b) subscribe for monthly Subscriptions in respect of such additional Authorised Users.

10.4 Where you wish to change from a monthly Subscription to an annual Subscription, you must provide us with no less than 30 calendar days written notice prior to the effective date of the change and the change will take effect from the first day of the then current month.

10.5 Where you wish to change from an annual Subscription to a monthly Subscription, you must provide us with no less than 30 calendar days written notice prior to the effective date of the change and the change will take effect at the end of the then current annual Subscription period.

11. FEES AND INVOICING

11.1 Subscription fees

The amount of subscription fees payable by you in respect of a Paid Subscription shall be published on our website (the “Subscription Fees“).

11.2 Fees

For the duration of the Term, the fees payable by you to us, in accordance with clause 11, shall comprise (a) Subscription Fees (including any prorated amount of Subscription Fees); and (b) (if any) additional fees for Additional Services (collectively, the “Fees”). All Fees payable by you shall be paid in full, free and clear of and without any deduction or withholding for or on account of tax. You agree to pay all statutory required taxes (including, but not limited to, goods and services tax and value-added tax) and acknowledge that you are responsible for the statutory filing of such taxes. If any such taxes are levied on us, you shall “gross up” the payments to us so that the net amount received by us is equal to the amount of Fees required to be paid to us under this Agreement.

11.3 Payment Facility

All Fees due are to be paid by credit card payment. In the event you intend to pay the Fees through bank transfers, this must be notified to us prior to the commencement of the Subscription, and you agree and acknowledge that you will bear the bank transfer fees. You must, before the commencement of the Subscription, provide us with details of your credit card, bank card or bank account (if applicable), details for which are provided by you to us for the payment of the Fees (collectively, “Payment Facility”) and duly authorise us and our designee (if any) to direct debit the Fees from your Payment Facility in accordance with clause 11.4 below.

11.4 Invoices and payment

Where payments are made by you to us and not through an authorised third-party application marketplace, we will:

a. in respect of monthly Paid Subscriptions, on or before the commencement date and each monthly anniversary
of the commencement date, issue you with an invoice (“Monthly Invoice”) for the StaffAny Services and/or Additional Services to be provided in the following month; and

b. in respect of annual Paid Subscriptions:

i. on or before the commencement date and each yearly anniversary of the commencement date, issue you with an invoice for the Subscription Fees (“Annual Invoice”) for the StaffAny Services to following year; and

ii. at the end of each calendar month during the annual Subscription period, issue you with an invoice for any additional fees for Additional Services payable for the preceding month (“Additional Fees Invoice“).

We shall be entitled to process the payments of amounts due to us under any Monthly Invoice, Annual Invoice or Additional Fees Invoice from the Payment Facility at any time within 3 Business Days of the date of issue of the invoice.

11.5 Failure to pay

a. If you make payments through the Payment Facility and not an authorised third party application marketplace and in the event an amount cannot be deducted from the Payment Facility at the time specified in clause 11.4 and you fail to rectify any non-payment of amounts due to us under this Agreement within 7 calendar days of the payment due date, then (without prejudice to our other rights):

i. We may charge you interest on all outstanding amounts at an interest rate of 1.5% per month, calculated daily, and will accrue from the first day on which such amounts become overdue until the outstanding amount (including all interest) has been paid in full; and

ii. We may issue a notice to you stating that the invoice is overdue (“Overdue Notice”). If we do not receive payment of the relevant Fees within 3 calendar days from the date of the Overdue Notice, we may immediately cease to provide the StaffAny Services and may disable you and any of your Authorised User’s access to the StaffAny Services until such time as the outstanding amount (together with any
interest) is paid in full.

b. We will not be liable for any liability, loss, cost expense, amount due, debt, damage, charge, penalty, and any other obligation, and whether fixed or contingent suffered by you as a result of us exercising our rights under this clause 11.5

12. FEE CHANGES

12.1 We may, at any time and from time to time, change the Fees. In doing so, we will:

a. In the event of a change of any additional fees, promptly notify you by notice in writing of such change and the change shall be effective upon the issuance of such notification; and

b. In the event of a change of Subscription Fees, we shall give you 7 calendar days prior written notice of the intended change, and the change shall be effective upon expiry of the said written notice.

12.2 Any written notice issued pursuant to this clause shall be deemed to be effective upon the publication of the notice by us on our website.

12.3 The use and continued usage by you of the StaffAny Services after expiry of the notices of change set out above shall be deemed to be acceptance by you of the changes to the Fees.

13. TERM AND AUTOMATIC RENEWAL

13.1 The term of this Agreement commences on the earlier of (i) the date when you first register online or otherwise with us; (ii) the date when you confirm your acceptance of this Agreement; (iii) the date of when you first access or use the StaffAny Services or permit Authorised Users to access or use the StaffAny Services, and will continue to apply until terminated in accordance with the terms of this Agreement (the “Term”).

13.2 For the avoidance of doubt, the terms and conditions of this Agreement continue to apply regardless of any changes in Subscription Type which may be varied at any time and from time to time.

13.3 Paid subscriptions will automatically renew (i) in relation to monthly Subscriptions, at the end of the month for a successive one-month period; and (ii) in relation to the annual Subscriptions, at the end of the year, for a successive one-year period.

13.4 If you do not wish to automatically renew your Subscription, you have to notify us in writing (i) in relation to monthly Subscriptions, at least 30 calendar days before the end of monthly Subscription period, or (ii) in relation to annual Subscriptions, no less than 30 calendar days before the end of the annual Subscription period.

14. TERMINATION

14.1. Termination by you

You may terminate the Agreement from within the StaffAny application based on and only on the grounds set out in clause 14.3 below. To learn how to terminate a StaffAny account, you should contact us through our website or support@staffany.com (“StaffAny Email”).

14.2 Termination by us

We may terminate this Agreement without cause at any time by giving written notice to you no less than 4 weeks before the termination date specified by us in our written notice; provided, however, as to Trial Subscriptions, we may immediately terminate a Trial Subscription at any time without cause and without notice.

14.3 Immediate termination

Without prejudice to clauses 14.1 and 14.2, a party may immediately terminate this Agreement at any time if:

a. the other party is in material breach of this Agreement and has failed to rectify such breach within 7 Business Days of notice provided by the other party;

b. you breach your obligations with regard to intellectual property, or a party commits a breach of this Agreement which is incapable of being remedied;

c. the other party suffers an insolvency event or bankruptcy; or

d. a Force Majeure Event occurs and continues for more than 30 calendar days.

A Force Majeure Event shall be any incident out of control or, directly or indirectly, caused by forces beyond the control of either party, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, an epidemic or pandemic, acts of God or as a result of any official/government measures or any other serious, unavoidable and unforeseen circumstances.

15. CONSEQUENCES OF TERMINATION

15.1 Effect of Termination

Upon termination of this Agreement, you must immediately:

a. cease using and ensure that each of your Authorised Users ceases using the StaffAny Services;

b. pay to us all Fees, expenses or other amounts payable to us under this Agreement which have accrued or are otherwise payable at the date of termination;

c. return to us any documents or the StaffAny Services in your possession or control; and

d. provide us with written confirmation that you have completed your obligations under this clause 15.1.

15.2 We will, upon your request, but only where such request is made before the date of termination, return to you all Client Data stored on the StaffAny Services , in such format as we may, at our sole discretion, see fit and/or we may delete all or any part of Client Data at our sole discretion.

15.3 Upon termination of this Agreement, we shall be at liberty to cease to provide any of the StaffAny Services, may disconnect your access to the StaffAny Services and disable all Authentication Credentials.

15.4 No refunds

In the case of annual Subscriptions and except where this Agreement is terminated as a result of a breach by us or as required by law, you are not entitled to any refund of all or part of the Fees paid but not used (whether in respect of the number of Authorised Users or length of use of the Application or otherwise) and on termination and in all other circumstances we are entitled to retain all Fees and amounts paid by you.

16. INTELLECTUAL PROPERTY

16.1 Limited rights

Your rights to the StaffAny Services will be limited to those expressly granted in this Agreement. We reserve all rights and licenses in and in relation to the StaffAny Services not expressly granted to you in this Agreement.

16.2 Ownership of Intellectual Property

All present and future rights to intellectual property including any inventions and improvements, trademarks, designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula as well as any patents and patent applications, copyrights and all brand names and business names as may be developed or registered now or in the future by us or any of our subsidiaries or other affiliates, whether registered or unregistered and includes all the StaffAny Services however created, is the sole and absolute property of us and may not be used, sold or modified by you, your Authorised Users or any third parties in any circumstances whatsoever other than to exercise their rights or fulfil their obligations under this Agreement.

16.3 You agree and acknowledge that:

a. nothing in this Agreement grants you any ownership of or rights in respect of our intellectual property, whatsoever; and

b. any intellectual property created by, for, on behalf of or otherwise vested in you during the Term is unconditionally and irrevocably assigned to us immediately when the intellectual property is created and you agree to do all things and execute all documents as is reasonably necessary to effect such assignment.

16.4 Use of intellectual property

a. For the duration of the Term, we grant to you and your Authorised Users a limited, non-exclusive, non-transferable and revocable licence to use our intellectual property solely to the extent necessary for the Client to exercise its rights under this Agreement.

b. Subject to the other provisions of this Agreement, the licence referred to in clause 16.4.a. will continue for the duration of the Term, which licence may be suspended, varied or revoke by us at any time and for any or no reason whatsoever.

16.5 Client Data

All Client Data, however created, are the sole and absolute property of the Client. Notwithstanding any other provision of this Agreement, you grant to us and our subsidiaries and other affiliates a non-exclusive, irrevocable and perpetual licence to use, reproduce and otherwise exploit and search the Client Data

a. for the purposes of providing the StaffAny Services to you and for any purposes which we consider are ancillary to our provision of the StaffAny Services or are otherwise necessary for the proper operation of the StaffAny Services (including sharing such Client Data with Authorised Users for purposes of providing the StaffAny Services);

b. in accordance with [https://www.staffany.com/privacy-policy/] (“Privacy Policy”);

c. for the purposes of contacting Authorised Users in relation to and providing to Authorised Users the StaffAny Services;

d. to determine whether any Client Data or use of the StaffAny Services by you or your Authorised Users is illegal or violates this Agreement; and/or

e. to generate statistical or other information used by us (or our subsidiaries or affiliates) or provided to third parties directly or indirectly through incorporation in a database, marketing list, report or otherwise; however any use of the Client Data under this subsection will be in an aggregate or statistical composite form and combined with other similar information, and will not specifically identify you or any of your employees or clients. This authorised use, and the right to keep backup copies of Client Data, continues after the termination or expiration of this Agreement.

16.6 Trade Marks

Except otherwise permitted, nothing in this Agreement grants either party any ownership of or rights to use the trademarks of the other party and each party must not, cannot and will not, adopt, register or attempt to register or use any trademarks which are identical or deceptively similar to the trademarks owned by the other party.

17. CONFIDENTIALITY

17.1 Access

Either party may, from time to time, receive, become aware of, or be given access to information of the other party in the course of or incidental to exercising its rights or performing obligations under this Agreement, which includes the following:

a. In respect of StaffAny, its subsidiaries and other affiliates:

i. the source code, look and feel and any other information regarding StaffAny’s StaffAny Services and which are not generally available to the public;

ii. the contents of this Agreement and any StaffAny documents;

iii. all trade secrets, confidential operations, processes or dealings relating to StaffAny or its clients, suppliers, finances, affairs, management, operations, operational know-how, sales, marketing or any categories of information related to StaffAny, including without limitation, the intellectual property; or

iv. any other information disclosed by StaffAny that is identified as being confidential; or would be apparent to a reasonable person that such information was disclosed in confidence by StaffAny;

b. in respect of the Client:

i. the Client Data, other than Authorised User Data; and

ii. any information disclosed by the Client in connection with StaffAny’s StaffAny Services that is identified as being confidential; or would be apparent to a reasonable person that such information was disclosed in confidence by StaffAny.

17.2 Any reference to confidential information in this Agreement includes information set out in clause 17.1 above and any information provided or obtained on, before or after the Term but does not include information which is in or has become part of the public domain, other than as a result of a breach of this Agreement or an obligation of confidence or other legal obligation, or information which a party proves was independently and lawfully acquired or developed without breaching any of the obligations set out in this Agreement or other legal obligation.

17.3 Non-disclosure obligations

Where a party (the “Recipient”) receives confidential information from the other party in respect of this Agreement or otherwise, the Recipient agrees and warrants that it must:

a. hold the confidential information in trust and confidence;

b. mark in writing all confidential information as “Confidential Material”;

c. not use, disclose, copy or reproduce the confidential information for any purpose other than to perform this Agreement, except expressly permitted under this clause 17; and

d. use its best endeavours to establish and maintain effective security measures to safeguard the confidential information from unauthorised use or disclosure; and

e. ensure that its officers, employees, and agents comply with this clause 17.

17.4 Permitted Disclosure

Notwithstanding clause 17.3, the Recipient is expressly permitted to use or disclose confidential information to the extent necessary to:

a. give effect to the operation in this Agreement;

b. comply with any law, binding directive of a regulator, a government authority or a court order; or

c. obtain professional advice in relation to matters arising under or in connection with this Agreement.

17.5 Promotion and marketing

You agree and expressly permit the disclosure of your name and your relationship with us for any advertising, marketing or other commercial activities which we may undertake in promoting the StaffAny Services. In doing so, you agree and acknowledge that we may disclose the StaffAny Services which you may subscribe for, from time to time, as we see fit.

17.6 Survival

The obligation imposed by this clause 17 survives termination of this Agreement for 60 months following the termination of this Agreement; provided, however, to the extent the confidential information is a trade secret, the restrictions and obligations concerning the use and disclosure of confidential information shall continue for such longer period as such remains a trade secret. The software computer programs, code and algorithms of StaffAny and its subsidiaries and other affiliates are trade secrets.

18. FAIR USE POLICY

18.1 Fair Use Policy

This clause sets out the fair use policy (“Fair Use Policy”) which governs the use of the StaffAny Services.

18.2 Unreasonable Use

The Fair Use Policy requires that there must not be unreasonable use (“Unreasonable Use”) by you. Unreasonable Use includes, without limitation, the following:

a. using the StaffAny Services:

i. for any activity that breaches any law and regulations or in a manner other than those intended;

ii. to transmit, publish or make available material that is offensive, abusive, indecent, pornographic or confidential (or promote others to engage in such acts);

iii. in a way that infringes the rights of other persons, including to defame, harass, injure, menace or abuse any person or property or violate any person’s privacy, to infringe any person’s intellectual property rights or incite hatred against any person;

iv. to send unsolicited data to third parties for any purpose;

v. in a way that will interfere with, interrupt, manipulate, bypass or degrade the StaffAny Services, the integrity of the StaffAny Services, or any network or equipment of another person; and

b. any acts or activities which are similar in nature.

18.3 Fair Use Policy application

The Fair Use Policy applies to all Clients and all Subscription Types (including the Trial Subscription) and is intended to ensure that the availability of the StaffAny Services to all Clients and that the StaffAny Services are not subject to any Unreasonable Use. We reserve the right to vary the terms of the Fair Use Policy at any time and from time to time without notice. You must not engage in any Unreasonable Use of all or any part of the StaffAny Services and must ensure that there is no Unreasonable Use of the StaffAny Services by you.

18.4 Failure to comply with Fair Use Policy

You acknowledge and agree that, if we, at our sole discretion, determine your use of the StaffAny Services is in breach of this Fair Use Policy, we have the right to, at our sole and absolute discretion, do any of the following:

a. give a notice or warning requesting you to stop certain activities or conduct or take steps to remedy the breach;

b. immediately suspend or limit your access to the StaffAny Services without notice; and/or

c. terminate this Agreement in accordance with clause 14.

19. UNACCEPTABLE CONTENT

19.1 Request to remove content:

If we, in our reasonable opinion, believe that any content which, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the intellectual property rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conducts (“Unacceptable Content”) have been (i) uploaded into or (ii) is being stored on the StaffAny Services, we may request you to immediately disable access to and remove the Unacceptable Content.

19.2 StaffAny may remove content:

If you do not respond within 5 calendar days of receiving the request made under clause 19.1, we have the right, but are not obliged to, disable access and remove any Unacceptable Content from the StaffAny Services without further notice to you and we may seek reimbursement from you for any reasonable costs incurred by us in doing so.

19.3 No obligation to monitor:

Nothing in this clause 19 imposes an obligation on us to monitor or screen the StaffAny Services or contents of the StaffAny Services for any Unacceptable Content and we will not be responsible for any Unacceptable Content uploaded but not removed.

20. SECURITY OF CLIENT DATA

20.1 We will use all reasonable commercial endeavours to protect the security and safety of all Client Data and any other confidential information stored on the StaffAny Services, including the implementation and maintenance of reasonably adequate and current data protection and virus screening procedures and technologies.

20.2 We agree to use firewalls and other technology generally used in the trade to prevent unauthorised third-party access to our computer systems storing Client Data and available encryption technology generally used in the trade to prevent unauthorised third party access to Client Data transmissions.

20.3 Nothing in this clause 20 constitutes a representation or warranty by us that Client Data storage or transmission will be inaccessible to unauthorised third parties. We will notify you of any such unauthorised access to Client Data promptly following our detection, or upon becoming aware of, such unauthorised access.

21. NO BACK UP RECORDS

You acknowledge that we do not provide back up or other similar services in respect of the Client Data and you are responsible for implementing your own back up and data retrieval procedures in respect of the Client Data. We will maintain a 30-day rotating backup of Client Data solely for the purposes of our own data integrity and disaster recovery protocols. Upon termination of this Agreement, Client Data and/or backups of the Client Data may, at the discretion of us, be deleted from the StaffAny Services.

22. INTERNET PERFORMANCE DISCLAIMER

We do not and cannot control the flow of data via the internet. Such flow depends on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the internet. We will use commercially reasonable efforts to remedy and avoid such events but cannot guarantee that such events will not occur. Accordingly, we disclaim any liability resulting from or relating to such events.

23. REPRESENTATION AND WARRANTIES

23.1 The StaffAny Services are provided without representations and warranties of any kind, either express or implied; without limiting the foregoing, we specifically disclaim any and all representations and warranties, including, but not limited to: any representations and warranties concerning the availability, accuracy, security, usefulness, interoperability, or content of the StaffAny Services (whether reproduced on our website (https://www.staffany.com), our application, or any other medium); and any representations and warranties of non-infringement, title, merchantability or fitness for a particular purpose. This disclaimer applies to any damages or injury caused by the StaffAny Services, including without limitation as a result of any failure of performance, error, omission, interruption, deletion, defect, delay or error in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record.

23.2 Client’s Representations and Warranties

You represent and warrant that:

a. it is your sole responsibility to isolate the StaffAny Services and otherwise take steps to ensure that services or other information obtained from the StaffAny Services, if contaminated or infected, will not damage your information or system.

b. you agree and acknowledge that StaffAny makes no representations and warranties regarding any transactions entered into through the StaffAny Services. No advice or information, whether oral or written, obtained by you from us, shall create any representations and warranties not expressly made herein. We assume no responsibility for the deletion or failure to store, deliver or timely deliver any information.

c. you relied on your own skill and judgment in the choosing to use the StaffAny Services;

d. you have satisfied yourself that the StaffAny Services are fit for all the purposes which you require these for;

e. you have not relied on any representation or warranty by us in entering into this Agreement other than those expressly stated on our website and/or in this Agreement;

f. you have full corporate power and lawful authority to execute and deliver this Agreement and to consummate and perform or cause to be performed your obligations under this Agreement; and

e. this Agreement constitutes a legal, valid and binding obligation on it, enforceable in accordance with its terms by appropriate legal remedy.

24. INDEMNITY

You shall, at your own costs and expense, indemnify, defend and hold harmless us and our present and former officers, directors, employees and affiliates (collectively, “Indemnified Persons”) from and against any and all claims, expenses (including attorney’s fees), losses, costs, damages (including consequential, punitive and exemplary damages), liabilities and suits resulting from:

24.1 any and all claims arising out of you or your Authorised User’s use or access of the StaffAny Services;

24.2 any breach of this Agreement by you or your Authorised User, including any breach in respect of which we may exercise a right to terminate;

24.3 you or your Authorised Users causing or procuring any Unacceptable Content being (i) uploaded into or (ii) stored on the StaffAny Services;

24.4 you or your Authorised Users causing or procuring:

a. the upload of any Client Data into the StaffAny Services (including Additional Services);

b. the storage of any Client Data on the StaffAny Services;

c. otherwise using the StaffAny Services, in a way which is contrary to or infringes any applicable law, including privacy law, of any applicable jurisdiction;

24.5 the Client Data being stored or displayed on the StaffAny Services; or

24.6 any negligent or unlawful acts of you, your related entities or your Authorised Users, employees, officers, contractors or representatives, unless the loss is a direct result of our breach of this Agreement or any unlawful act carried out by us.

25. LIMITATION /EXCLUSION OF LIABILITY

25.1 You agree and acknowledge that regardless of the security precautions taken, no physical, internet or other electronic transmission or storage of data can be fully secure or error free. We do not accept any liabilities, and neither us nor any of our subsidiary or affiliate will be liable to you or any affected third parties for any losses, damages, claims, expenses of whatsoever nature suffered by them as a result of or arising from:

a. any computer viruses being transferred to or obtained by you, your Authorised Users or any other third parties as a result of the use of the StaffAny Services;

b. any hacking into or other similar attacks on the StaffAny Services; or

c. any other data security issues in respect of the StaffAny Services.

25.2 You agree and acknowledge that certain of the StaffAny Services are based on your instructions (whether notified to us through any medium or through your input in the StaffAny Services) and we are entitled to assume that all your instructions to us are true and accurate. We are not liable for any errors in the StaffAny Services if such StaffAny Services were provided to you based on information you provide or your instructions. In particular, in relation to payroll services and integration, we will not be liable for any payroll miscalculations (including any errors as to the final disbursement value) to the maximum extent permissible under applicable laws.

25.3 All the StaffAny Services, systems and software are provided on “as is” basis and we expressly disclaim all representations and warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement.

25.4 We do not represent and warrant that the StaffAny Services, systems and software will operate uninterrupted or error-free or that all errors will be corrected.

25.5 We do not represent and warrant that the StaffAny Services, systems and software and the systems on which the StaffAny Services , systems and software are used will be free of vulnerability to attack or intrusion.

25.6 In no event will we be liable for the following, whether arising out of the use or inability to use the StaffAny Services, even if it has been advised of the possibility of such damages:

a. indirect, incidental, exemplary, special or consequential damages;

b. loss or corruption of data or interrupted or loss of business; or

c. loss of revenue, profits, goodwill or anticipated sales or savings.

25.7 Any liability of us, our affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to you arising out of the use or inability to use the StaffAny Services or otherwise, whether based in representation, warranty, contract, tort (including negligence), or otherwise, our maximum aggregate liability for or in connection with our breaches of the Agreement shall be limited to the greater of:

a. the total amount of the Fees paid by you to us under this Agreement in the 12 months immediately preceding the breach; or

b. if no Fees have been paid, an amount of Singapore Dollars S$500.

25.8 You agree and acknowledge that you are solely responsible to ensure that your business complies with all applicable laws, including but not limited to (i) participation in any compulsory statutory savings schemes; (ii) obtaining of requisite work passes or work visas; and (iii) compliance with the statutorily stipulated employee benefits.

25.9 This limitation of liability is cumulative and not per incident. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

25.10 This limitation/exclusion of liability will survive any termination of this Agreement.

25.11 You agree and acknowledge that we are not liable for any consequential loss (however caused) suffered or incurred by you arising out of or in respect of any breach of this Agreement by us, including but not limited to loss of opportunity, loss of profit and loss of goodwill. This exclusion applies even if we knew or ought to have known of the consequential loss suffered or may be suffered.

25.12 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within 1 year after such claim or cause of action arose or be forever barred.

26. NOTICES AND OTHER COMMUNICATIONS

26.1 Service and Notice

A notice, demand, consent, approval or communication under this Agreement (“Notice”) is only effective if it is:

a. in writing and signed by a person duly authorised by the sender; and

b. if sent to the Client, hand delivered or sent by reputable overnight delivery service to the Client’s address as set out in the Client Data, or via email to any administrator email address as determined by StaffAny; and

c. if sent to StaffAny, hand delivered or sent by reputable overnight delivery service to StaffAny’s director at StaffAny’s current registered address in Singapore.

26.2 Effective on receipt

A Notice given in accordance with clause 26.1 is taken to have been served:

a. if hand delivered, on delivery;

b. if sent by reputable overnight delivery, on the day of delivery by the reputable overnight delivery service; and

c. if sent by email, on the day of delivery of the email but if the delivery, receipt or transmission is not on a Business Day or is after 5:00 pm on a Business Day, the Notice is taken to be received at 9:00am on the next Business Day.

27. SUBCONTRACTORS

You agree and acknowledge that we may subcontract the performance of all or part of our obligations under this Agreement or assign of any of our rights under this Agreement to any subcontractor of our choice without your consent and on such terms and conditions as we see fit from time to time. You further agree and acknowledge that any fees payable by us to our subcontractors may be calculated as a percentage of all or part the Fees payable by you to us under this Agreement.

28. THIRD PARTY AGREEMENTS

28.1 This Agreement governs the relationship between you and us and you agree and acknowledge that payment of the Fees due to us shall not be prejudiced by amounts that may be payable by you to third parties.

28.2 A person who is not a party to this Agreement has no rights under the Contracts (Right of Third Parties) Act 2001.

29. SUPPORT

29.1 Online Technical Support

For the duration of the Term and only for Clients who are eligible for online technical support queries submitted by the Client or its Authorised Users in respect of the use and operation of the StaffAny Services (“Online Technical Support”), StaffAny will use its best commercial endeavours to provide the Client and its Authorised Users with Online Technical Support during its support hours as published on StaffAny website or StaffAny application and updated by StaffAny from time to time (“Support Hours”).

29.2 Support procedures

To be eligible for the Online Technical Support:

a. the Subscription Type which the Client currently subscribes for is eligible for Online Technical Support; and

b. the Client and its Authorised Users must comply with all support procedures or directions which StaffAny may have from time to time.

29.3 No obligations to provide other services

The Client agrees and acknowledges that the support service described in clause 29.1 is the only support services StaffAny will provide to the Client as part of the Subscription services. The Client acknowledges that nothing in the Agreement imposes an obligation on StaffAny to develop, release or install for the Client any updates, upgrades, patches, bug fixes, new releases or new versions in respect of StaffAny application (“Updates”), provided however that if StaffAny does develop or release any Updates, a Client must use the Updates provided.

30. COMMENCEMENT OF CLAIMS

You may not make a claim for any breach of this Agreement by us unless you have given written notice to us of the general nature of the claim in question within 3 months after you became aware or ought to have become aware of such a claim and in any event within 6 months immediately following any termination of this Agreement. You will be barred from raising any claims not made in accordance with this clause. This clause does not and shall not be deemed to extend any statute of limitations.

31. DUTY TO MITIGATE

If you become aware of any fact, circumstance or matter which is reasonably likely (whether alone or with any other possible fact, circumstance or matter) to lead to a claim on the part of us in respect of a breach of this Agreement by us, you must take reasonable steps to mitigate any loss which may give rise to such a claim against us.

32. CHANGES TO TERMS

Notwithstanding any other provision of this Agreement, we may, in our sole discretion, modify any of the terms and conditions contained in this Agreement, at any time, by notifying you at your registered email address or by posting the new agreement on the our website at least 7 calendar days prior to the effective date of the proposed modification of the terms and conditions of this Agreement. Your continued use of the StaffAny Services after expiry of the said notice period shall be deemed to be acceptance by you of the new agreement and/or the varied terms and conditions.

33. GENERAL PROVISIONS

33.1 Binding effect of this Agreement

This Agreement binds the parties to it and any executor, administrator, transferee, successors and assigns, liquidator or trustee in bankruptcy appointed in respect of them.

33.2 Entire Agreement

This Agreement, including the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

33.3 Survival

Clauses which by their nature should survive beyond the termination or expiration of this Agreement will remain in force after any termination or expirations of this Agreement, including clauses relating to representations, warranties, intellectual property, confidentiality, limitation of liability, publicity, indemnification and governing law and jurisdiction.

33.4 No Adverse Construction

Nothing in this Agreement is to be interpreted against a party solely on the grounds that the party put forward the Agreement or a relevant part of it.

33.5 Force Majeure

Subject to clause 14.3, if a party is prevented, hindered or delayed from performing its obligations under this agreement (money payments excepted and Client’s obligations with respect to StaffAny’s Intellectual Property excepted) by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.

33.6 Assignment

You shall not assign, transfer or otherwise deal with any of your rights or obligations under this Agreement without our prior written consent. We may assign, novate or otherwise deal with all or part our rights under this Agreement at any time and from time to time, which will be effective immediately upon us notifying you of the assignment or novation.

33.7 Partial invalidity

In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, then such provision shall be severed from this Agreement. In all other respects, the remaining provisions of this Agreement shall remain in full force and effect.

33.8 Attorneys

Each person who executes this Agreement on behalf of a party under a power of attorney or other authority represents and warrants that he or she has no notice of the revocation of that power or authority or of any fact or circumstance that might affect his or her authority to execute this Agreement under that power or other authority.

33.9 Rights, remedies additional

Any rights and remedies that a person may have under this Agreement are in addition to and do not replace or limit any other rights or remedies that the person may have.

33.10 Waiver

The failure by a party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of those rights nor of the right at any time subsequent to enforce all of the terms and conditions of this Agreement. A waiver of any power or right under this Agreement:

a. must be in writing signed by the party entitled to the benefit of that power or right; and

b. is effective only to the extent set out in that written waiver.

33.11 Joint and Several

An agreement, warranty, representation or obligation which binds or benefits two or more persons under this Agreement binds or benefits those persons jointly and severally.

33.12 Users Outside Singapore

Although the StaffAny Services may be accessible over the internet and therefore available worldwide, some services provided by the StaffAny Services are intended for residents of and business in Singapore only. If you choose to access the StaffAny Services from locations outside Singapore, such conduct is at your own risk and subject to the laws of Singapore, which may differ from the laws and regulations in your state or home country, and you are responsible for compliance with any local laws and regulations.

33.13 Governing law

By entering into this agreement, you acknowledge that you are transacting business with us in the Republic of Singapore. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Republic of Singapore, without regard to the principles of conflicts of law and, unless otherwise elected by us in a particular instance, you hereby expressly agree to submit to the exclusive jurisdiction of the courts located within the Republic of Singapore for the purpose of resolving any dispute relating to this Agreement.

If you have any questions about this Terms of Use, please contact our support team at support@staffany.com.

[1] We are a company incorporated in Singapore with UEN: 201801640G.

[2] Authorised Users means any person (including individuals and entities) to whom you grant the right to access the StaffAny Services through your account as an agent and/or administrator as identified through a unique login, or as an end-user connecting with you or your agents via the StaffAny Service.

[3] Business Days means Mondays to Fridays excluding gazetted public holidays in Singapore