Terms & Conditions
The Terms & Conditions below apply to contracts duly agreed and signed between THE CLIENT and THE COMPANY ("EDLT.global"). Upon signature of the Services Agreement, THE CLIENT acknowledges having read, understood, and agreed with the below Terms & Conditions.
THE COMPANY EDLT.global provides Executive Coaching and HR/Leadership Consulting Services.
1.1. In consideration of the Private and Confidential Information supplied to THE COMPANY by THE CLIENT, THE COMPANY agrees that it shall keep (and shall use all reasonable efforts to prevent any such disclosure) THE CLIENT Private and Confidential Information private and confidential, and shall not, in any manner use, copy, reproduce or disclose such Confidential Information, unless otherwise agreed within the given boundaries between the parties.
1.2. In addition to clause 1.1, THE COMPANY hereby informs THE CLIENT that under specific restrictive conditions, information will not be kept confidential, in which case, THE COMPANY may need to inform appropriate authorities, namely:
1.2.1. illegal activity, for which if required by law and/or pursuant valid court order or subpoena has been presented
1.2.2. imminent or likely risk of danger to self or to others
In this clause, “Confidential Information” shall mean any and all information disclosed or provided to THE COMPANY in connection with the purpose of providing the Services by THE CLIENT or any person on their behalf, including but not limited to any information relating to THE CLIENT's business affairs, operations, products, processes, methodologies, formulas, plans, intentions, projections, knowhow, intellectual property, trade secrets, market opportunities, suppliers, customers, marketing activities, sales, software, computer and telecommunications systems, costs and prices, usage rates, records, finances and personnel unless otherwise explicitly agreed in writing between THE CLIENT and THE COMPANY.
This Clause shall survive the expiry or earlier termination of the Services Agreement.
2. Data Protection
2.1. In addition to Clause 1.2 above, THE COMPANY hereby also notifies THE CLIENT, who expressly consent(s) to THE COMPANY's collection, use and disclosure in electronic or other form personal information relating to THE CLIENT (hereinafter called “Personal Data”) in accordance with the applicable laws, in particular the provisions of the Singapore Personal Data Protection Act 2012 (“PDPA 2012”).
2.2. In the course of providing Services, THE COMPANY may be required to disclose personal data to the following third parties:
2.2.1. Companies, organisations and/or person(s) who will assist THE COMPANY in processing and/or otherwise providing the requested Services;
2.2.2. Any financial institutions, credit card merchants, etc,… connected to the payment and/or collection of fees owing to THE COMPANY ;
2.2.3. Any person(s) and/or organisation(s) authorised by THE CLIENT to provide their personal data on their behalf;
2.2.4. Any other party connected to the enforcement and/or preservations of THE COMPANY's rights under this Agreement and/or relationship with THE COMPANY, and/or
2.2.5. Any other party authorised to collect personal data from THE COMPANY by law.
2.2.6. For coaching services, if the Coach is an ICF certified coach, THE CLIENT hereby also agree(s) that their contact details and the duration of the coaching sessions might be shared with International Coaching Federation (ICF) for ICF compliance accreditation reasons, which does not include the content of the coaching sessions.
2.2.7. THE COMPANY shall inform THE CLIENT of any other purpose for which it uses or discloses the Personal Data before the use or disclosure of the same for such purpose. THE COMPANY shall assess the appropriateness of the purpose of the collection, use and disclosure of Personal Data prior to such collection, use or disclosure and only retain Personal Data for as long as the same is needed for such purpose or as required by any applicable law
Please note that the above-mentioned third parties may in some cases be located outside of Singapore.
In case of any query relating to the collection, disclosure and/or process of personal data as well as access to or correction of the personal data held by THE COMPANY, please contact us at: firstname.lastname@example.org.
THE COMPANY shall ensure that all its personnel shall be bound by undertakings in substantially the same terms as these clauses 1 and 2. This obligation shall survive if the Services Agreement expires or is terminated for any reason.
3. Representations, warranties and undertakings
3.1. THE COMPANY represents and warrants that:
3.1.1. It owns or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to the performance of the Services
3.1.2. The performance of the Services as presently conducted or proposed to be conducted by THE COMPANY does not infringe or violate any intellectual property rights of any other entity, and THE COMPANY has not received any charge complaint, claim, demand or notice alleging any such infringement or violation.
3.2. THE COMPANY warrants and covenants that it:
3.2.1. Shall perform the Services in a timely, competent and professional manner and in compliance with the highest standards of relevant established current practice ;
3.2.2. Shall co-operate with other representatives of THE CLIENT only as identified in the Contract Agreement, with regards to THE COMPANY Services requested by THE CLIENT.
3.3. THE COMPANY represents and warrants that the Appointed Representatives have been duly appointed by THE COMPANY in accordance with applicable laws and regulations, to provide the Services. THE COMPANY further represents and warrants that neither THE COMPANY nor the Appointed Representatives is or shall be in violation of any applicable laws or regulations in providing the Services.
4. Intellectual Property Rights
4.1. Each party shall retain ownership of their pre-existing intellectual property and THE CLIENT shall, at THE COMPANY request and subject to any third party rights and restrictions, grant THE COMPANY a royalty free, non-exclusive license to use and copy THE CLIENT pre-existing intellectual property limited solely to the extent necessary for the purpose of providing the Services identified in the signed Services Agreement.
4.2. THE COMPANY will use, during the Services Agreement, THE COMPANY pre-existing Intellectual Property for the Services covered by this Agreement. In the case of any pre-existing Intellectual Property licensed from a third party, the licensee party warrants that it will have obtained any necessary authority, permission or license from the relevant third party in order to grant the above licenses. No rights are granted by THE COMPANY for use of THE COMPANY pre-existing and developed Intellectual Property created under this agreement unless formally agreed in writing between THE COMPANY and THE CLIENT and covered by an Agreement specifically designed to describe the agreements made.
4.3. Each party warrants that all THE CLIENT base information identified in the pursuit of the Services Agreement will remain confidential to either party and not used for gain, general distribution or instruction, without prior written consent being obtained by either party.
5. Limitation of Liability
5.1. The liability of each party for loss or damage arising out of or in connection with any breach of that party's obligations under the Contract Agreement whether arising for breach of contract, tort, negligence or howsoever shall not exceed the fees paid for the Services delivered.
5.2. The preceding Limitation of Liability provisions shall not apply to damages arising from a Party’s wilful misconduct or gross negligence.
6. Relationship of Parties
THE COMPANY shall be an independent sub-contractor. The relationship between THE CLIENT and THE COMPANY shall not be construed as an employment relationship, and shall not constitute a partnership, joint venture, or agency of any kind unless otherwise specified in the Contract Agreement; and nor shall the relationship be construed as any type of legal relationship under which the actions or in actions of either party could result in any liability for the other party.
The client hereby agrees that by purchasing Services under the Services agreement, some information may be used on THE COMPANY website as follows:
7.1. For Individuals: First name followed by Initial of Surname, Designation, industry and testimonial, if applicable.
7.2. For organisations/companies: Official Name, logo, industry and testimonial, if applicable.
This Clause shall survive the expiry or earlier termination of the Services Agreement unless formally agreed by both parties.
8. Applicable Law and Jurisdiction
The Services Agreement shall be governed and construed in accordance with the laws of Singapore and the parties submit to the exclusive jurisdiction of the courts of Singapore.
All disputes, controversies, or differences arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall first be referred to mediation in Singapore in accordance with the Mediation Rules of Singapore International Mediation Centre.
If you have any question on the above Terms & Conditions, please contact us at email@example.com