STAFFANY

Terms of Service

TERMS OF USE (Effective on 14th February 2020)

This Agreement sets out the terms and conditions on which StaffAny provide you and your

Authorised Users with access to and use of the http://www.staffany.com (the “StaffAny

Website”), StaffAny’s workforce management application for employee scheduling, task

management, communication, time and attendance, business process management, payroll

integration, reports and other online software applications made available by StaffAny for

use by its customers and authorised users and any versions thereof (“StaffAny

Application“), and all of the products and services offered by StaffAny (collectively,

“StaffAny Products”), except where we expressly state that separate terms apply (the

“Agreement”).

If you register for a free trial of any StaffAny Products, the provisions of this Agreement will

also govern that free trial.

By accepting these terms, or by accessing or using the StaffAny Products and/or Service or

by accessing the StaffAny Website, or authorising or permitting Authorised Users, you agree

to be bound by these terms. If you are entering into these terms on behalf of a company or

another legal entity (an “Entity”), you represent that you have the authority to bind such

entity and its affiliates to these terms.

For purposes of this Agreement, “you” or “your” or “Client” or “Clients” refers to you as an

individual. “We” or “Our” or “Us” means StaffAny. If you do not have such authority, or if you

do not agree with this Agreement, you must not accept these terms and may not use

StaffAny Products.

1. STAFFANY PRIVATE LIMITED

1.1. StaffAny Private Limited, a company incorporated in Singapore (Unique Entity

Number: 201801640G) (“StaffAny”), provides hosted integrated cloud HR solutions

through StaffAny Products and Subscription Services, SMS Services and Additional

Services (collectively, the “Service(s)”). The Service is provided by StaffAny to you

and any individual or Entity to whom you grant the right to access the Service

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 Service

(collectively “Authorised Users”), subject to these terms and all modifications

thereto and/or other rules that may be published from time to time by StaffAny.

1.2. From time to time, we may notify you of updates or modifications to or new versions

of the Service. Your usage of the updated or new versions of the Service confirms

your acceptance of the new or updated Service, and is also subject to, these terms.

1.3. StaffAny Products are owned by StaffAny. StaffAny retains title and all other

ownership and Intellectual Property rights in and to the StaffAny Application and

StaffAny Products, including but not limited to its source code, object code,

application programming interfaces, Documentation, data, information, trademarks,

service marks, and trade secrets. You must only access the StaffAny Application in

accordance with this Agreement.

2. TERM

2.1. The term of this Agreement commences on the date when you first register online or

otherwise with StaffAny, confirm your acceptance of this Agreement (the “Term”),

access or use the StaffAny Products and/or Service, access the StaffAny Website, or

authorise or permit Authorised Users to access or use the StaffAny Products and/or

Service; whichever is the earliest date and will continue to apply until it is terminated

in accordance with the terms of this Agreement.

2.2. For the avoidance of doubt, the terms and conditions of this Agreement continue to

apply regardless of any changes in the type of Subscription which may be varied at

any time and from time to time.

3. SUBSCRIPTION

3.1. For the duration of the Term, StaffAny hereby grants you a non-exclusive and nontransferrable

limited right to use StaffAny Products and Service 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 StaffAny for this purpose.

3.2. Additional Services

3.2.1. In addition to the Service that StaffAny may provide its Clients via its StaffAny

Products, StaffAny may, from time to time provide additional services to its

Clients through third party products, applications, services, software,

products, networks, systems, directories, websites, databases and

information which the Service links to, or which you may connect to or enable

in conjunction with the Service, including, without limitation, products or

services provided by affiliates of StaffAny (collectively, “Additional

Services”).

3.3. Job Posts

3.3.1. One Additional Service includes the provision of information, access to, or

ability to create job posts and other related contents for its Clients (“Job

Posts”).

3.3.2. Job Posts are created and provided by you or third parties over whom

StaffAny may not have any control. You acknowledge, assume and

understand that StaffAny has limited or no control over Job Posts. StaffAny

does 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.

3.3.3. StaffAny 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.

3.3.4. StaffAny assumes no responsibility, and disclaims 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.

3.3.5. Job posts may not contain (a) any hyperlinks, other than those specifically

authorized by StaffAny; (b) misleading, unreadable, or “hidden” keywords,

repeated keywords or keywords that are irrelevant to the job opportunity being

presented, as determined in StaffAny’s 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.

3.3.6. StaffAny may make screening tools available to you for use in the application

process, including screener questions, phone screen tools, interview

scheduling and employee assessments. StaffAny is licensing these tools to

you for your use as you determine. By using any screening product, made

available to you by StaffAny, 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 StaffAny.

3.4. 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.

3.5. You, the employer or author of the Job Post, agree to indemnify StaffAny for any and

all claims arising out of your use of StaffAny Products, Services, Additional Services

and/or Job Posts.

4. TRIAL SUBSCRIPTION

4.1. A Client who registers with StaffAny on any StaffAny Products or Services may first

be automatically subscribed for a limited trial access to the StaffAny Application

which StaffAny makes available to its Clients free of charge (“Trial Subscription”). A

Client on a Trial Subscription is provided with limited access to the StaffAny

Application, designed to provide it with an opportunity to trial the features before

subscribing.

4.2. The Trial Subscription will be subject to the terms of this Agreement and shall be for a

period of 14 days from the date of registration. StaffAny may immediately terminate a

Trial 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 of the StaffAny Product or

Service or add additional Authorised Users may choose to subscribe to one or more

of the subscription plan levels on the StaffAny Application or StaffAny Website (“Paid

Subscription”) and may add additional Paid Subscriptions at any time and from time

to time. The Subscription fees (“Subscription Fees”) and the applicable features of

Paid Subscription are published and made available on the StaffAny Website and

subject to such terms as to billing cycles and other terms as may be prescribed by

StaffAny. Access to and features available on the StaffAny Application may differ

between various Paid Subscription levels.

6. CHANGING SUBSCRIPTION TYPES

6.1. Client may:

a. subscribe for a Trial Subscription or Paid Subscription and may subscribe for

more than one type of Paid Subscription at any one time (“Subscription

Type”); and

b. request to change its Subscription Type at any time and from time to time by

making a request via the StaffAny Application, email or online help by

submitting a notice of change (“Notice of Change”), subject to this clause 6.

6.2. Where Client wishes to make changes in respect of a Paid Subscription in which

Subscription Fees are paid monthly (“Monthly Subscription”) and intends to:

a. reduce their level of subscription to a subscription with fewer available

features, the Client must provide StaffAny with a Notice of Change no less

than 14 business days (Mondays to Fridays excluding Singapore gazetted

public holidays) prior to the end of the then current month and the changes

will take effect at the start of the following month;

b. reduce their level of subscription to a subscription with fewer permitted

Authorised Users, the Client must provide StaffAny with a Notice of Change

no less than 14 business days (defined above) prior to the effective date of

the change and the changes will take effect at the start of the following month.

For the avoidance of doubt, the full Subscription Fee remains payable in

respect of all Authorised Users during the month prior to the effective date of

change including Authorised Users to be removed and after the effective date

of change the full Subscription Fee remains payable for all other permitted

Authorised Users;

c. increase their level of subscription to a subscription with more permitted

Authorised Users, the Client must provide StaffAny with a Notice of Change

no less than 14 business days (defined above) prior to the effective date of

the change and must pay a pro-rata proportion of the monthly Subscription

Fee per additional permitted Authorised User calculated as; the monthly

Subscription Fee multiplied by the number of days from the effective date of

the change until the end of the then current month, divided by the number of

days in that month, and the amount payable will be an Additional Fee; and/or

d. increase their level of subscription to a subscription with more features, the

Client must provide StaffAny with a Notice of Change no less than 14

business days (defined above) prior to the effective date of the change and

must pay an amount per permitted Authorised User calculated as; the

difference between the two Subscription Fees for the Subscription Types,

multiplied by the number of days from the effective date of the change until

the end of the then current month, divided by the number of days in that

month, and the amount payable will be an Additional Fee.

6.3. Where a Client wishes to make changes in respect of Paid Subscription in which

Subscription Fees are paid annually (“Annual Subscription”) and intends to:

a. reduce their level of subscription to a subscription with fewer permitted

Authorised User or fewer features, the Client must provide StaffAny with a

Notice of Change no earlier than one calendar month and no less than 14

business days (defined above) before the expiration of the then current

Annual Subscription period and the changes will take effect on and from the

expiration of the then current Annual Subscription period;

b. increase their level of subscription to a subscription with more permitted

Authorised Users, the Client must provide StaffAny with a Notice of Change

no less than 14 business days (defined above) prior to the effective date of

the change and may elect to either:

i. pay a pro-rata proportion of the annual Subscription Fee per additional

permitted Authorised User calculated as; the annual Subscription Fee

multiplied by the number of days from the effective date of the change

until the end of the then current Annual Subscription period, divided by

365, and the amount payable will be an Additional Fee; or

ii. subscribe for an additional Monthly Subscription in respect of the

additional permitted Authorised Users; and/or

c. increase their level of subscription to a subscription with more features, the

Client must provide StaffAny with a Notice of Change no less than 14

business days (defined above) prior to the effective date of the change and

must pay an amount per permitted Authorised User calculated as; the

difference between the two Subscription Fees for the Subscription Types,

multiplied by the number of days from the effective date of the change until

the end of the then current Annual Subscription period, divided by 365, and

the amount payable will be an Additional Fee, and thereafter, the amount

payable annually in respect of the Annual Subscription will be the Subscription

Fee payable for that Subscription Type.

6.4. Where a Client wishes to change from a Monthly Subscription to an Annual

Subscription, the Client must provide StaffAny with no less than 14 business days

(defined above) 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.

6.5. Where a Client wishes to change from an Annual Subscription to a Monthly

Subscription, the Client must provide StaffAny with no earlier than one calendar

month and no less than 14 business days (defined above) 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.

7. FEATURES MAY VARY

7.1. StaffAny may, at any time and from time to time, amend, vary or remove any of the

features, functions and other benefits made available to the Clients and its

Authorised Users in respect of the StaffAny Application, StaffAny Products, Services,

Additional Services as it sees fit without any prior notice to the Clients.

8. STAFFANY RETAINS SOLE DISCRETION

8.1. The Client agrees and acknowledges that StaffAny retains the sole and absolute

discretion regarding any of the features, functions and other benefits made available

to the Clients and its Authorised Users in respect of the StaffAny Application,

StaffAny Products, Services, Additional Services. Nothing in this Agreement requires

StaffAny to provide or maintain any features, functions or other benefits in respect of

the StaffAny Application. The Client also acknowledges and agrees that nothing in

this Agreement limits StaffAny’s right to discontinue or alter any such features,

functions or other benefits at any time and from time to time.

9. OTHER SERVICES AND ADDITIONAL SERVICES

9.1. If you decide to enable, access or use other services, be advised that your access

and use of such other services is governed solely by the terms and conditions of

such other services, and StaffAny does not endorse, is not responsible or liable for,

and makes no representations as to any aspect of such other 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 other

services.

9.2. StaffAny may, at your request and for an Additional Fee, provide Additional Services

to you. Unless expressly agreed otherwise, any Additional Services will be provided

on the terms and conditions of this Agreement.

9.3. A Customer wishing to obtain Additional Services must provide a written request to

StaffAny no later than fourteen (14) business days (as defined) before the intended

commencement date of the Additional Services.

9.4. If your request for Additional Services is accepted, StaffAny will endeavour to provide

you with a notice containing a schedule of the Additional Fee (Fee Schedule) before

the commencement of the Additional Services.

9.5. You are taken to have accepted the Fee Schedule if the Additional Services have

already commenced at the request of the Customer or the Fee Schedule is not

disputed within three (3) business days (as defined) of receipt.

9.6. Additional Services are offered by StaffAny at its sole and absolute discretion and

nothing in this clause 9 obliges StaffAny to provide any Additional Services requested

by you.

10. AUTHENTICATION CREDENTIALS

10.1. Provision of Authentication Credentials

10.1.1. Upon request from the Client from time to time, StaffAny will provide the

Client with username and password or any other means of authentication

which an Authorised User must use to gain access to the StaffAny

Application (“Authentication Credentials”) in order for the Authorised

Users to access the StaffAny Application. StaffAny has the right to disable

and/or delete and Authorised User’s access to the StaffAny application

where an 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 the Client.

10.2. Special Requirements for Authentication Credentials in use by Client Products

10.2.1. If the Client implements an Authentication Credential in a system or third

party application with the result that such a system has an Authorised User

(“Authorised System”), the Client will implement the Authorised System

such that any person accessing the StaffAny Application via the

Authorised System can be accurately identified to StaffAny upon its

request, and the date, time and nature of such person’s access to the

StaffAny Application via the Authorised System can likewise be accurately

identified to StaffAny.

10.3. Obligations of the Client in relation to the Authentication Credentials

10.3.1. The Client must:

i. ensure that each Authentication Credential is securely maintained

and used only by the Authorised User to whom the Authentication

Credential has been issued;

ii. comply with any policies, guidelines or other requirements issued

by StaffAny from time to time in any way relating to Authentication

Credentials;

iii. immediately notify StaffAny and take immediate steps to disable an

issued Authentication Credential if:

a. an Authorised User ceases to be employed by, contracted to,

or otherwise authorised to use the StaffAny Application by

the Client;

b. an Authentication Credential is lost, stolen, missing or is

otherwise compromised; or

c. the Client becomes 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 StaffAny’s satisfaction;

iv. not transfer or allow to be transferred 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;

v. conduct regular checks to ensure the integrity of all issued

Authentication Credentials, including regularly cross checking its list

of Authorised Users with such list maintained by StaffAny and

provided to the Client; and

vi. periodically reset Authentication Credentials as and to the extent

required by StaffAny from time to time.

11. MANAGEMENT OF AUTHENTICATION CREDENTIALS

11.1. StaffAny reserves the right at any time to change and/or revoke any Authentication

Credentials whether with or without notice to the Client of such change or

revocation.

12. CLIENT RESPONSIBILITIES AND OBLIGATIONS

12.1. Client responsibilities

12.1.1. The Client will be responsible for:

i. uploading all Client Data into the StaffAny Application and ensuring

all information or communications uploaded to StaffAny products by

or on behalf of a Clients or its Authorised User (“Client Data”) is

true and accurate;

ii. the day to day use of the StaffAny Application;

iii. obtaining all consents, permits or approvals necessary to upload

the Client Data into the StaffAny Application, store the Client Data

on the StaffAny Product and otherwise use the StaffAny Application;

iv. ensuring that the use of the StaffAny Application by the Client and

each of its Authorised Users and the uploading and storage of the

Client Data complies with all applicable laws, regulations or codes

of conduct;

v. satisfying itself that the StaffAny Application is compatible with its

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 Application;

vi. ensuring that it maintains back up or alternate systems for use if the

StaffAny Application is unavailable or is otherwise unable to be

used by the Client;

vii. ensuring no Unacceptable Content (defined below) is uploaded to

the StaffAny Application or stored in the StaffAny Products; and

viii. any acts or omissions committed by the Authorised Users or the

other employees, officers, contractors or representatives of the

Client or any of its related parties in relation to the StaffAny

Application.

12.2. Client obligations

12.2.1. The Client must:

i. use the StaffAny Application only for its business purposes;

ii. only use and copy manuals, guides, reference materials or other

similar documents in any form whatsoever, provided by StaffAny or

made available to its Clients (“Documentation“) to the extent

necessary to use the StaffAny Application;

iii. comply with and ensure that its Authorised Users comply with the

terms and conditions of this Agreement and any policies regarding

the use of the StaffAny Application which StaffAny may notify of its

Client 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 (see below); and

iv. ensure that each Authorised User is either an employee or

contractor of the Client who has all authority, permissions or other

approvals required to be able to access and use the StaffAny

Application.

12.2.2. The Client shall not and is not permitted to:

i. use the StaffAny Application or any other Intellectual Property in

any way or for any purpose other than as contemplated by this

Agreement;

ii. use any Intellectual Property or Confidential Information of StaffAny

or any of its subsidiaries or other affiliates, 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 Application;

iii. permit any person other than the Authorised Users to use the

StaffAny Application and ensure that those Authorised Users, in

using the StaffAny Application, comply with the terms and

conditions of this Agreement as if they were the Client;

iv. modify, adapt, translate, reverse engineer, decompile, disassemble

or copy all or any part of the StaffAny Application;

v. attempt to circumvent or break any encryption, decryption or other

security device or technological protection measure contained in

the StaffAny Application;

vi. send or store material containing software viruses, worms, trojan

horses or other harmful computer code, files, scripts, agents or

programs;

vii. interfere with or disrupt the integrity or performance of the StaffAny

Application or the data contained therein;

viii. attempt to gain unauthorised access to the StaffAny Application,

StaffAny Products or its related systems or networks;

ix. create internet “links” to or from the StaffAny Application, or “frame”

or “mirror” any content forming part of the StaffAny Application other

than on the Client’s own intranets or otherwise for its own internal

business purposes;

x. distribute any part of the StaffAny Application for commercial

purposes or otherwise sublicence or resell the StaffAny Application;

xi. create derivative works from all or any part of the StaffAny

Application;

xii. transfer, assign, rent, lease, lend, sell or dispose of all or any part of

the StaffAny Application or any compilation derived from the

StaffAny Application or otherwise commercially exploit or make the

StaffAny Application;

xiii. make any part of the StaffAny Application publicly available in

violation of this Agreement or other legal obligation; or

xiv. attempt or allow its Authorised Users or any other third parties to do

or attempt to do any of the above.

12.3. Access to Client’s system

12.3.1. The Client acknowledges and agrees that, throughout the Term, the Client

grants StaffAny the right and permission to access (including by remote

access) the Client installation and the computer systems of the Client

which are used to access the Client installation, for the purpose of StaffAny

to provide support services to the Client and including but not limited to

monitoring the use of the StaffAny Application by the Client. The Client

must do all things reasonably requested by StaffAny to ensure StaffAny

has such the required access during the Term.

12.3.2. The Client warrants that in providing access to StaffAny pursuant to clause

12.3.1 above, all necessary consents, authorisations and approvals are

obtained for StaffAny to gain access, obtain and use any personal data as

defined in the Personal Data Protection Act 2012 (No. 26 of 2012) of

Singapore and/or any Confidential Information in connection with the

purpose as set out in clause 12.3.1 above.

13. FAIR USE POLICY

13.1. Fair Use Policy

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

the use of the StaffAny Products or any other services, application and

Products provided or supplied by StaffAny.

13.2. Unreasonable Use

13.2.1. The Fair Use Policy requires that there must not be unreasonable use

(“Unreasonable Use”) by the Client. Unreasonable Use includes, without

limitation, the following:

13.2.1.1. using the StaffAny Application:

i. for any activity that breaches any law and regulations or

in a manner other than those intended for the

Subscription Services;

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 Application, the integrity

of the StaffAny Products or any network or equipment of

another person; and

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

13.3. Fair Use Policy application

13.3.1. The Fair Use Policy applies to all Clients and all Subscription Types and is

intended to ensure that the availability of the StaffAny Application to all

Clients and that the StaffAny Application is not subject to an Unreasonable

Use. StaffAny reserves the right to vary the terms of the Fair Use Policy at

any time and from time to time without notice. The Client must not engage

in any Unreasonable Use of all or any part of the StaffAny Application and

must ensure that there is no Unreasonable Use of the StaffAny Application

by the Client.

13.4. Failure to comply with Fair Use Policy

13.4.1. The Client acknowledges and agrees that, if StaffAny, at its sole discretion,

determines the Client’s use of the StaffAny Application is in breach of this

Fair Use Policy, StaffAny has the right to, at its sole and absolute

discretion, do any of the following:

i. give a notice or warning requesting the Client to stop certain

activities or conduct or take steps to remedy the breach;

ii. immediately suspend or limit the Client’s access to the StaffAny

Application without notice; and/or

iii. terminate this Agreement in accordance with Clause 19.

14. SUPPORT

14.1. Online Technical Support

14.1.1. 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 StaffAny Products (“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”).

14.2. Support procedures

14.2.1. To be eligible for the Online Technical Support:

i. the Subscription Type which the Client currently subscribes for is

eligible for Online Technical Support; and

ii. the Client and its Authorised Users must comply with all support

procedures or directions which StaffAny may have from time to

time.

14.3. No obligations to provide other services

14.3.1. The Client acknowledges that the support service described in clause 14.1

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 the StaffAny Application (“Updates”), provided

however that if StaffAny does develop or release any Updates, a Client

must use the Updates provided.

15. FEES AND EXPENSES

15.1. Subscription Fee

15.1.1. The current subscription fee payable by a Client in respect of a Paid

Subscription shall be published on StaffAny Website, which may be varied

from time to time by StaffAny (“Subscription Fee”).

15.2. Fees

15.2.1. For the duration of the Term, any Client who subscribes for:

i. a Paid Subscription must pay to or as directed by StaffAny the

Subscription Fee applicable to that Paid Subscription; and

ii. any optional features available on the StaffAny Application must

pay to or as directed by StaffAny any fees which may be applicable

(“Optional Feature Fees”); and

15.2.2. All payments must be made in accordance with clause 15.4 (collectively,

the “Fees”).

15.3. Payment Facility

15.3.1. Any Client who wish to subscribe for a Paid Subscription must, before the

commencement of the subscription, provide StaffAny with details of its

credit card, bank card, bank account or other payment facility, details for

which are provided by the Client to StaffAny for the payment of the Fees

(collectively, “Payment Facility”) and duly authorise StaffAny and

StaffAny’s designee (if any) to direct debit the Subscription Fees from its

Payment Facility in accordance with clause 15.4 below.

15.4. Invoices and payment

15.4.1. Where payments are made by a Client to StaffAny and not through an

authorised third party application marketplace, StaffAny will:

i. in respect of a Monthly Subscription, at the end of each calendar

month, issue the Client with an invoice for the Fees payable by the

Client (“Monthly Invoice”) for the preceding month; and

ii. in respect of an Annual Subscription:

a. on or before the commencement date and each anniversary

of the commencement date, issue the Client with an invoice

for the Subscription Fees payable by the Client (“First

Annual Invoice”) for the following year; and

b. at the end of each calendar month, issue the Client with an

invoice for the then current fees payable for the subscription

of optional features available on the StaffAny Application,

the rate of which is specified in the StaffAny’s rate sheet,

which may be varied at any time and from time to time by

StaffAny (“Optional Usage Fees”) (if applicable) payable by

the Client (“Second Annual Invoice”) for the preceding

month; and

15.4.2. deduct payment of the amount payable on the Monthly Invoice, First

Annual Invoice and/or Second Annual Invoice, as applicable from the

nominated Payment Facility at any time within three days of the date of

issue of the invoice.

15.5. Failure to pay

15.5.1. If a Client makes payments through the Payment Facility and not an

authorised third party application marketplace and any amount cannot be

deducted from the Payment Facility at the time specified in clause 15.4 and

the Client fails to rectify any non-payment of amounts due to StaffAny

under this Agreement within 7 days of the payment due date, then (without

prejudice to StaffAny’s other rights):

i. StaffAny may charge the Client 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. StaffAny may issue a notice to the Client stating that the Invoice is

overdue (“Overdue Notice”). If StaffAny does not receive payment

of the relevant Fees within 3 days from the date of the Overdue

Notice, StaffAny may immediately cease to provide the Subscription

Services and any other Services and may disable the Client’s and

any of its Authorised User’s access to the StaffAny Application until

such time as the outstanding amount (together with any interest) is

paid in full.

15.5.2. StaffAny 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 (“Loss”) suffered by the Client as a result of StaffAny

exercising its rights under this clause 15.5.

16. FEE CHANGES

16.1. StaffAny may, at any time and from time to time, change the Fees. In doing so, it will:

16.1.1. In the event of change of Optional Usage Fees, StaffAny shall promptly

notify the Clients by notice in writing to the Client of such change and the

change shall be effective upon the issuance of such notification; and

16.1.2. In the event of change of Subscription Fees, StaffAny shall give the Clients

7 days prior written notice of such intended change(s) to the Subscription

Fees or any other Fees, and the change(s) which shall be effective upon

expiry of the said written notice.

16.2. Any written notice issued pursuant to this clause shall be deemed to be effective

upon publication of the notice by StaffAny on the StaffAny Website.

16.3. The use and continued usage by you of the StaffAny Products, Services and

StaffAny application after expiry of the notices of change set out above shall be

deemed to be acceptance by you of the changes to the Fees.

17. THIRD PARTY AGREEMENTS

17.1. This Agreement governs the relationship between Clients and StaffAny and the Client

acknowledges that payment of the Subscription Fees or other amounts due to

StaffAny shall not be prejudiced by amounts that may be payable by the Client to

third parties.

17.2. A person who is not a party to this Agreement has no rights under the Contracts

(Right of Third Parties) Act (Chapter 53B of Singapore).

18. UNACCEPTABLE CONTENT

18.1. Request to remove content:

18.1.1. If StaffAny, in its reasonable opinion, believes 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”) has been uploaded into the

StaffAny Application or is being stored on the StaffAny Products, StaffAny

may request the Client immediately to disable access to and remove the

Unacceptable Content.

18.2. StaffAny may remove content:

18.2.1. If the Client does not respond within five (5) days of receiving the request

made under clause 18.1, StaffAny has the right, but is not obliged to,

disable access and remove any Unacceptable Content from the StaffAny

Application and/or StaffAny Products without further notice to the Client

and StaffAny may seek reimbursement from the Client for any reasonable

costs incurred by StaffAny in doing so.

18.3. No obligation to monitor:

18.3.1. Nothing in this clause 9 imposes an obligation on StaffAny to monitor or

screen the StaffAny Application, StaffAny Products or their contents for any

Unacceptable Content and StaffAny will not be responsible for any

Unacceptable Content uploaded but not removed.

18.4. Indemnity:

18.4.1. The Client shall indemnify and keep StaffAny indemnified against any

liability, claims, damages, loss and expense whatsoever and howsoever

arising out of the Client’s failure to comply with the provisions of this clause

19. TERMINATION

19.1. Termination with notice

19.1.1. This Agreement will continue to be in force unless and until terminated by

either the Client or StaffAny in accordance with this Agreement. The Client

may terminate the Agreement from within the StaffAny Application based

on and only on the grounds set out in Clause 19.3 below. To learn how to

terminate a StaffAny account, the Client should contact StaffAny through

the StaffAny Website or [email protected] (“StaffAny Email”).

19.2. Termination by StaffAny

19.2.1. StaffAny may terminate this Agreement without cause at any time by giving

written notice to a Client no less than four (4) weeks before the

termination date specified by StaffAny in its written notice; provided,

however, as to Trial Subscriptions, StaffAny may immediately terminate a

Trial Subscription at any time without cause and without notice.

19.3. Immediate termination

19.3.1. Without prejudice to clauses 19.1 and 19.2, a party may immediately

terminate this Agreement at any time if:

i. the other party is in material breach of this Agreement and has

failed to rectify such breach within seven (7) business days

(Mondays to Fridays excluding Singapore gazetted public holidays)

of notice provided by the other party;

ii. Client breaches its obligations with regard to Intellectual Property,

or a party commits a breach of this Agreement which is incapable of

being remedied;

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

iv. a Force Majeure Event occurs and continues for more than 28

business days (as defined above).

20. CONSEQUENCES OF TERMINATION

20.1. Effect of Termination

20.1.1. Upon termination of this Agreement:

20.1.1.1. the Client must immediately:

i. cease using and ensure that each of its Authorised

Users ceases using the StaffAny Application;

ii. pay to StaffAny all Fees, expenses or other amounts

payable to StaffAny under this Agreement which have

accrued or are otherwise payable at the date of

termination;

iii. return to StaffAny any documents or StaffAny

Products in the Client’s possession or control; and

iv. provide StaffAny with written confirmation that it has

completed its obligations under this clause 20.1.1.

20.2. StaffAny will, upon request from a Client but only where such request is made before

the date of termination, return to the Client all Client Data stored on the StaffAny

Products, in such format as StaffAny may, at its sole discretion, see fit and/or

StaffAny may delete all or any part of Client Data at its sole discretion; and

20.3. Upon termination of this Agreement, StaffAny shall be at liberty to cease to provide

any Subscription Services and may disconnect the Client’s access to the StaffAny

Application and disable all Authentication Credentials.

20.4. No refunds

20.4.1. In the case of Annual Subscriptions and except where this Agreement is

terminated as a result of a breach by StaffAny or as required by law, the

Client is 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 StaffAny is entitled to retain all Fees and amounts paid by

the Client.

21. CHANGES TO TERMS

21.1. Notwithstanding any other provision of this Agreement, StaffAny may, in its sole

discretion, modify any of the terms and conditions contained in this Agreement, at

any time, by notifying the Client at the Client’s registered email address or by posting

the new agreement on the StaffAny Website at least 7 days prior to the effective date

of the proposed modification of the terms and conditions of this Agreement. The

Client’s continued use of the StaffAny Application after expiry of the said notice

period shall be deemed to be acceptance by the Client of the new agreement and/or

the varied terms and conditions.

22. CONFIDENTIALITY

22.1. Access

22.1.1. StaffAny, its Clients and their Authorised Users may, from time to time,

receive, become aware of, or be given access to information of the other

party (or of a subsidiary or other affiliate of StaffAny) in the course of or

incidental to exercising its rights or performing obligations under this

Agreement, which includes the following:

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

i. the source code, look and feel and any other

information regarding the StaffAny Application and

which is 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;

22.1.1.2. in respect of a Customer:

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

ii. any information disclosed by the Customer in

connection with the Subscription Services and

Additional Services (if any) that is identified as being

confidential; or would be apparent to a reasonable

person that such information was disclosed in

confidence by StaffAny.

22.2. Confidential Information includes the information set out in Clause 22.1.1.1(a) to

22.1.1.1(d) 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; (collectively,

“Confidential Information”).

22.3. Non-disclosure obligations

22.3.1. 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:

i. hold the Confidential Information in trust and confidence;

ii. not use, disclose, copy or reproduce the Confidential Information

for any purpose other than to perform this Agreement, except

expressly permitted under this clause 13; and

iii. use its best endeavours to establish and maintain effective security

measures to safeguard the Confidential Information from

unauthorised use or disclosure; and

iv. ensure that its officers, employees, and agents comply with this

clause 22.

22.4. Permitted Disclosure

22.4.1. Notwithstanding clause 22.3, the Recipient is expressly permitted to use or

disclose Confidential Information to the extent necessary to:

i. give effect to the operation in this Agreement;

ii. comply with any law, binding directive of a regulator, a government

authority or a court order; or

iii. obtain professional advice in relation to matters arising under or in

connection with this Agreement.

22.5. Promotion and marketing

22.5.1. The Client agrees and expressly permits the disclosure of its name and its

relationship with StaffAny for any advertising, marketing or other

commercial activities which StaffAny may undertake in promoting the

StaffAny Application and its services. In doing so, the Client agrees and

acknowledges that StaffAny may disclose the Services which the Client

may subscribe to, from time to time, as StaffAny sees fit.

22.6. Survival

22.6.1. The obligation imposed by this clause 22 survives termination of this

Agreement for sixty (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.

23. INTELLECTUAL PROPERTY

23.1. Limited rights

23.1.1. The Client’s rights in the StaffAny Application will be limited to those

expressly granted in this Agreement. StaffAny reserves all rights and

licenses in and in relation to the StaffAny Application not expressly granted

to the Clients in this Agreement.

23.2. Ownership of Intellectual Property

23.2.1. 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 StaffAny

or any of its subsidiaries or other affiliates, whether registered or

unregistered and includes all StaffAny Products (collectively, Intellectual

Property”) however created, is the sole and absolute property of StaffAny

and may not be used, sold or modified by the Clients, its Authorised Users

or any third parties in any circumstances whatsoever other than to exercise

their rights or fulfil their obligations under this Agreement.

23.3. The Client agrees and acknowledges that:

i. nothing in this Agreement grants the Client any ownership of or rights in

respect of the Intellectual Property, whatsoever; and

ii. any Intellectual Property created by, for, on behalf of or otherwise vested in

the Client during the Term is unconditionally and irrevocably assigned to

StaffAny immediately when the Intellectual Property is created and the Client

agrees to do all things and execute all documents as is reasonably necessary

to effect such assignment.

23.4. Use of Intellectual Property

23.4.1. For the duration of the Term, StaffAny grants to the Client and its

Authorised Users a limited, non-exclusive, non-transferable and revocable

licence to use the Intellectual Property solely to the extent necessary for

the Client to exercise its rights under this Agreement.

23.4.2. Subject to the other provisions of this Agreement, the licence referred to in

clause 23.4.1 will continue for the duration of the Term, which licence may

be suspended, varied or revoke by StaffAny at any time and for any or no

reason whatsoever.

23.5. Client Data

23.5.1. All Client Data, however created, are the sole and absolute property of the

Client. Notwithstanding any other provision of this Agreement, the Client

grants to StaffAny and its subsidiaries and other affiliates a non-exclusive,

irrevocable and perpetual licence to use, reproduce and otherwise exploit

and search the Client Data:

i. for the purposes of providing the Services to the Client and for any

purposes which StaffAny considers are ancillary to its provision of

the Services or are otherwise necessary for the proper operation of

the StaffAny Application;

ii. in accordance with [https://www.staffany.com/privacy-policy/]

(“StaffAny’s Privacy Policy”);

iii. for the purposes of contacting Authorised Users in relation to and

providing to Authorised Users the Services and/or any service

offering outside of the StaffAny Application;

iv. to determine whether any Client Data or use of the StaffAny

Application by Client or its Authorised Users is illegal or violates this

Agreement; and/or

v. to generate statistical or other information used by StaffAny (or its

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 Client or any of its employees or clients. This authorized

use, and the right to keep backup copies of Client Data, continues

after the termination or expiration of this Agreement.

23.6. Trade Marks

23.6.1. 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.

24. SECURITY OF STAFFANY APPLICATION

24.1. StaffAny’s obligations

24.1.1. StaffAny 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 Products, including the implementation and

maintenance of reasonably adequate and current data protection and virus

screening procedures and technologies.

24.1.2. StaffAny agrees to use firewalls and other technology generally used in the

trade to prevent unauthorised third party access to its computer systems

storing Client Data and available encryption technology generally used in

the trade to prevent unauthorised third party access to Client Data

transmissions.

24.1.3. Nothing in this clause 25.1 constitutes a representation or warranty by

StaffAny that Client Data storage or transmission will be inaccessible to

unauthorised third parties. StaffAny will notify Client of any such

unauthorised access to Client Data promptly following StaffAny’s detection,

or upon becoming aware of, such unauthorised access.

25. LIMITATION /EXCLUSION OF LIABILITY

25.1. The Clients acknowledges 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. StaffAny does not accept any liabilities, and neither StaffAny nor

any StaffAny subsidiary or affiliate will be liable to the Client or any affected third

parties for any losses, damages, claims, expenses of whatsoever nature suffered by

them as a result of or arising from:

i. any computer viruses being transferred to or obtained by the Client, its

Authorised Users or any other third parties as a result of their use of the

StaffAny Application;

ii. any hacking into or other similar attacks on the StaffAny Application or the

StaffAny Products; or

iii. any other data security issues in respect of the StaffAny Application or the

StaffAny Products,

25.2. All StaffAny Products, Services, StaffAny Application, systems and software are

provided on “as is” basis and StaffAny expressly disclaims all 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.

25.3. StaffAny does not warrant that StaffAny Products, Services, StaffAny Application,

systems and software will operate uninterrupted or error-free or that all errors will be

corrected.

25.4. StaffAny does not warrant that StaffAny Products, Services, StaffAny Application,

systems and software and the systems on which the StaffAny Products, Services,

StaffAny Application, systems and software are used will be free of vulnerability to

attack or intrusion.

25.5. In no event will StaffAny be liable for the following, whether arising out of the use or

inability to use the Software or otherwise, 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.

25.6. Any liability of SatffAny, its affiliates, officers, directors, employees, agents, suppliers

and licensors collectively, to you arising out of the use or inability to use the Software

or otherwise, whether based in warranty, contract, tort (including negligence), or

otherwise, the maximum aggregate liability of StaffAny for or in connection with its

breaches of the Agreement shall be limited to the greater of:

i. the total amount of the Subscription Fees and Additional Fees (if any) paid by

the Client to StaffAny under this Agreement in the 12 months immediately

preceding the breach; or

ii. if no Subscription Fees or Additional Fees have been paid, an amount of

Singapore Dollars S$500.

25.7. 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.

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

25.9. You agree and acknowledge that StaffAny is not liable for any consequential loss

(however caused) suffered or incurred by the Client arising out of or in respect of any

breach of this Agreement by StaffAny. This exclusion applies even if StaffAny knew

or ought to have known of the Consequential Loss suffered or may be suffered.

26. INDEMNITY

26.1. The Client shall and hereby does indemnify and hold StaffAny harmless against any

loss suffered or incurred or likely to be suffered or incurred, directly or indirectly

resulting from:

i. any breach of this Agreement by the Client, including any breach in respect of

which StaffAny may exercise a right to terminate;

ii. the Client, its Authorised Users or any other person’s use or access of the

StaffAny Application;

iii. the Client or its Authorised Users causing or procuring any Unacceptable

Content being uploaded into the StaffAny Application or stored on the

StaffAny Products;

iv. the Client or its Authorised Users causing or procuring:

(a) the upload of any Client Data into the StaffAny Application;

(b) the storage of any Client Data on the StaffAny Products; or

(c) otherwise using the StaffAny Application,

in a way which is contrary to or infringes any applicable law, including privacy

law, of any applicable jurisdiction;

v. the Client Data being stored or displayed on the StaffAny Application; or

vi. any negligent or unlawful acts of the Client, its related entities or their

Authorised Users, employees, officers, contractors or representatives,

unless the loss is a direct result of StaffAny’s breach of this Agreement or any

unlawful act carried out by StaffAny.

27. NO BACK UP RECORDS

27.1. The Client acknowledges that StaffAny does not provide back up or other similar

services in respect of the Client Data and the Client is responsible for implementing

its own back up and data retrieval procedures in respect of the Client Data. StaffAny

will maintain a seven (7) day rotating backup of Client Data solely for the purpose of

disaster recovery. Upon termination of this Agreement, Client Data and/or backups of

the Client Data may, at the discretion of StaffAny, be deleted from the StaffAny

Application.

28. SUBCONTRACTORS

28.1. The Client agrees and acknowledges that StaffAny may subcontract the performance

of all or part of its obligations under this Agreement or assign of any of its rights

under this Agreement to any subcontractor of its choice without the Client’s consent

and on such terms and conditions as StaffAny sees fit from time to time. The Client

further acknowledges that any fees payable by StaffAny to its subcontractors may be

calculated as a percentage of all or part the Fees payable by the Client to StaffAny

under this Agreement.

29. NOTICES AND OTHER COMMUNICATIONS

29.1. Service and Notice

29.1.1. A notice, demand, consent, approval or communication under this

Agreement (“Notice”) is only effective if it is:

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

and

ii. 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; and

iii. 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.

29.2. Effective on receipt

29.2.1. A Notice given in accordance with clause 30.1 is taken to have been

served:

i. if hand delivered, on delivery;

ii. if sent by reputable overnight delivery, on the day of delivery by the

reputable overnight delivery service; and

iii. 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.

30. WARRANTIES

30.1. The StaffAny Products, Service and Additional Services are provided without

warranty of any kind, either express or implied; without limiting the foregoing,

StaffAny specifically disclaims any and all warranties, including, but not limited to:

any warranties concerning the availability, accuracy, security, usefulness,

interoperability, or content of the service; and any warranties of non-infringement,

title, merchantability or fitness for a particular purpose. This disclaimer applies to any

damages or injury caused by the service, 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.

30.2. It is the Client’s sole responsibility to isolate the Service and otherwise take steps to

ensure that services or other information obtained from the Service, if contaminated

or infected, will not damage your information or system. StaffAny makes no warranty

regarding any transactions entered into through the Service. No advice or

information, whether oral or written, obtained by you from StaffAny, shall create any

warranty not expressly made herein. StaffAny assumes no responsibility for the

deletion or failure to store, deliver or timely deliver any information.

30.3. Client’s warranty

30.3.1. The Client acknowledges and warrants that:

i. it relied on its own skill and judgment in the choosing to use the

StaffAny Application;

ii. it has satisfied itself that the StaffAny Application is fit for all the

purposes which the Client requires it for;

iii. it has not relied on any representation of StaffAny in entering into

this Agreement other than those expressly stated on the StaffAny

Website and/or in this Agreement;

iv. it has full corporate power and lawful authority to execute and

deliver this Agreement and to consummate and perform or cause to

be performed its obligations under this Agreement; and

v. this Agreement constitutes a legal, valid and binding obligation on it,

enforceable in accordance with its terms by appropriate legal

remedy.

31. INTERNET PERFORMANCE DISCLAIMER

31.1. StaffAny does 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. StaffAny will use commercially reasonable efforts to remedy and avoid such

events but cannot guarantee that such events will not occur. Accordingly, StaffAny

disclaims any liability resulting from or relating to such events.

32. COMMENCEMENT OF CLAIMS

32.1. A Client may not make a claim for any breach of this Agreement by StaffAny unless it

has given written notice to StaffAny of the general nature of the claim in question

within three (3) months after the Client became aware or ought to have become

aware of such a claim and in any event within six (6) months immediately following

any termination of this Agreement. A Client 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.

33. DUTY TO MITIGATE

33.1. If a Client becomes 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 StaffAny in respect of a breach of this Agreement by

StaffAny, the Client must take reasonable steps to mitigate any Loss which may give

rise to such a Claim against StaffAny.

34. GENERAL PROVISIONS

34.1. Binding effect of this Agreement

34.1.1. 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.

34.2. Entire Agreement

34.2.1. 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.

34.3. No adverse construction

34.3.1. 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.

34.4. Force Majeure

34.4.1. 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.

34.5. Assignment

34.5.1. The Client shall not assign, transfer or otherwise deal with any of its rights

or obligations under this Agreement without the prior written consent of

StaffAny. StaffAny may assign, novate or otherwise deal with all or part its

rights under this Agreement at any time and from time to time, which will be

effective immediately upon StaffAny notifying its Clients of the assignment

or novation.

34.6. Partial invalidity

34.6.1. 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.

34.7. Attorneys

34.7.1. Each person who executes this Agreement on behalf of a party under a

power of attorney or other authority 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.

34.8. Rights, remedies additional

34.8.1. 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; provided, however, Client agrees to look solely to

StaffAny for recovery of any claim that Client has with regard to the

StaffAny Application and services provided or to be provided by StaffAny.

34.9. Waiver

34.9.1. 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:

i. must be in writing signed by the party entitled to the benefit of that

power or right; and

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

34.10. Joint and several

34.10.1. An agreement warranty representation or obligation which binds or benefits

two or more persons under this Agreement binds or benefits those persons

jointly and separately.

34.11. Users Outside Singapore

34.11.1. Although StaffAny Products may be accessible over the Internet and

therefore available worldwide, some services provided by StaffAny

Products are intended for residents of and business in Singapore only. If

you choose to access StaffAny Products 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.

34.12. Governing law

34.12.1. By entering into this agreement, you acknowledge that you are transacting

business with StaffAny 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 StaffAny 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 your access to or use of the Service.

34.12.2. You agree that regardless of any statute or law to the contrary, any claim or

cause of action arising out of or related to use of the Service or these

terms must be filed within one (1) year after such claim or cause of action

arose or be forever barred.

If you have any thoughts or questions about this Terms of Use, please contact our Support

Team at [email protected]