PROGRAMME AGREEMENT
Between GLOBIS Asia Campus Pte. Ltd. (the "Company") And You (the "Client")
WHEREAS:
(A) The Company is a private company limited by shares incorporated in Singapore under the Companies Act, Chapter 50. The Company is a wholly owned subsidiary of [GLOBIS Corporation], which offers various training courses and services for executives and companies in Japan and other countries.
(B) [GLOBIS Corporation] has granted licenses to the Company to provide certain services, which may include various courses and seminars conducted by [Globis Corporation.]
(C) The Client intends to engage the Company to conduct such services.
IT IS AGREED as follows:
1. DEFINITIONS & INTERPRETATION
1.1 In this Agreement, unless the subject or context otherwise requires the following words and expressions shall have the following meanings:
“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday in Singapore) when banks are open for banking business in Singapore.
“Commencement Date” means the date specified in the Programme as the commencement date for the relevant Training.
“Completion Date” means the date of completion of the relevant Training under the Programme, unless otherwise agreed between the Parties.
“Confidential Information” has the meaning ascribed to it in Clause 7.1.
“Deliverables” means all Documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Programme in any form, including computer programs, data and reports.
“Documents” includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other devices or record embodying information in any form.
“GST” means the applicable goods and services tax which may from time to time be imposed or charged before, on or after the date hereof by the Comptroller of Goods and Services Tax or other relevant Government authority under the Goods and Services Tax Act (Chapter 117A) (including any subsequent revisions thereto and regulations made thereunder).
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Participants” means all of the persons whose names have been submitted by the Client to the Company, for the purposes of participating in the Programme.
“Parties” refers to the Company and the Client collectively and
“Party” refers to any one of them, as the case may be.
“Proprietary Information” means (i) any information which is proprietary and confidential to a Party; (ii) any of the trade secrets or confidential operations, processes or inventions carried on or used by a Party; (iii) any information concerning or relating in any way whatsoever to the organisation, business, finances, transactions, dealings or affairs of a Party (including without limitation its future plans and targets); (iv) secret or confidential information which relates to any Party’s principals’, clients’ or Clients’ transactions or affairs; (v) any Party’s technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers lists, Client lists, marketing studies, and any drawings, notes, memoranda and the information contained therein; and (vi) information and material which is disclosed in confidence, is marked “confidential”, “proprietary” or the substantial equivalent thereof or is by its nature intended to be exclusively for the knowledge of its recipient alone.
“Quality Guarantee Request” shall have the meaning ascribed to it in Clause 4 of this Agreement.
“Programme” means the training programme as the Parties may from time to time agree.
“Programme Fees” means the fees specified in the programme.
“Singapore Dollar(s)” and the symbol
“S$” mean the lawful currency of Singapore.
“Training” shall have the meaning ascribed to it in Clause 2.1 of this Agreement.
1.2 Any reference in this Agreement to a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of this Agreement, so far as such modification or re-enactment applies or is capable of applying to any transactions entered into after the date hereof and (so far as liability thereunder may exist or can arise) shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced.
1.3 In this Agreement, unless otherwise specified:
(a) the headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement;
(b) expressions in the singular shall include the plural and vice versa and expressions in the masculine shall include, where applicable, the feminine and neuter genders and vice versa;
(c) the words “written” and “in writing” include any means of visible reproduction;
(d) references to “Clauses” and “Recitals” are, respectively, to the clauses of and the recitals of this Agreement. The Recitals to this Agreement shall form an integral part of, and shall be deemed to be incorporated into, this Agreement;
(e) any reference to “day” means a period of 24 hours ending at 12 midnight and any reference to “person” shall include any individual, partnership, joint venture, corporation, limited liability company, trust, association, government, governmental agency or department or any other entity;
(f) all references to the Parties shall, unless contrary to the context and meaning thereof, be deemed to include their respective successors and permitted assigns;
(g) references in this Agreement to anything which any Party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person, and those which it permits or suffers to be done or not done by any other person; and
(h) references to any agreement or document including this Agreement shall include such agreement or document as amended, modified, varied or supplemented from time to time.
2. COMMENCEMENT AND DURATION
2.1 The Company shall provide the training services and materials set out in the Programme to the Client on the terms and conditions of this Agreement ( “Training”).
This Agreement shall become effective on the date which the Company accepts the application made by the Client and shall continue in force, unless otherwise terminated earlier in accordance with the terms of this Agreement. Notwithstanding the exercise of the right to a refund under the Clause 4 below, Clauses 6, 7, 8 and 9 shall continue in full force and effect.
3. CONDUCT OF PARTICIPANTS
3.1A (APPLICABLE ONLY TO CORPORATE CLIENT)
3.1 In the event that the Programme consists of Training courses conducted for the benefit of Participants, the Client shall be responsible for the behaviour of the Participants. The Client shall take all reasonable measures to ensure that the Participants will exhibit professional behaviour at all times during the course. The Company may at any time during the course request the Client to discharge any Participant whose behaviour is deemed disruptive to the course proceedings.
3.2 Notwithstanding any Clause in this Agreement, in the event that a Participant or the Client (as the case may be) is discharged from any course, the Company shall have no obligation to refund any fees to the Client.
3.3 The Client shall take reasonable measures to draw the Participants’ attention to the Company’s rights under Clauses 3 (Conduct of Participants), 6 (Intellectual Property Rights), 7 (Confidentiality) and 8 (Limitation of Liability).
3.1 B (APPLICABLE ONLY TO INDIVIDUAL CLIENT)
3.4 The Client shall ensure that he/she will exhibit professional behaviour at all times during the course. The Company may at any time during the course discharge the Client if his/her behaviour is deemed disruptive to the course proceedings.
3.5 Notwithstanding any Clause in this Agreement, in the event that a Participant or the Client (as the case may be) is discharged from any course, the Company shall have no obligation to refund any fees to the Client.
4. QUALITY GUARANTEE
4.1 For the purpose of demonstrating the Company’s commitment towards excellent service, subject to Clauses 4.2 and 8, the Company shall refund the Programme Fees within 30 days upon receipt of a written refund request from the Client (“Quality Guarantee Request”). The Quality Guarantee Request must be served within 14 days after the Completion Date.
4.2 Notwithstanding Clause 4.1, the refund is limited to 1 module per Programme per Client (or per Participant in case of a corporate client).
5. CHARGES, PAYMENT AND CANCELLATION
5.1 The Programme Fee shall be paid to the Company before the first day of Programme is conducted. Payment shall be made by way of cheque drawn on any licensed bank in Singapore or a bank remittance to the Company's designated bank account. The remittance advice will be evidence of the payment and the Company will not issue a receipt for the payment unless requested by the Client in writing.
The Company shall be entitled to cancel the Programme (or the part thereof) due to insufficient registrations. In such event, the Programme Fees (or the relevant portion thereof) shall not be payable by the Client or if paid in advance, shall be refunded to the Client without interest. The Client shall, in the alternative, be entitled to select a different Programme of equivalent or lesser value.
Subject to Clause 5.2, all charges, unless otherwise stated, shall exclude:
(a) in the event that the Programme consist of training courses, the costs for optional materials such as reference books and e-learning materials; and
(b) GST, which shall be added to the Programme Fees at the appropriate rate.
5.2 The Company shall be entitled to levy a cancellation charge in accordance with the following terms:
(a) upon receipt of a cancellation notice from the Client in respect of any modules of the Programme at least 15 days before the commencement of such portion, no cancellation charge will be levied.
(b) upon receipt of a cancellation notice from the Client in respect of any modules of the Programme at least 8 days but not more than ２ week (14 days) before the commencement of such portion, a cancellation charge of 50% based on the total expected revenue from the application shall be payable by the Client. ; and
(c) upon receipt of a cancellation notice from the Client in respect of any modules of the Programme at least 7 days before or any time after the commencement of such portion, a cancellation charge of 100% based on the total expected revenue from the application shall be payable by the Client.
5.3 The Company shall be entitled to change, adjust or modify a specification of the Programme when the Company thinks fit, including seminar rooms, tutors, timings, sequence, syllabus, teaching materials. The Client shall not be entitled to cancel any part of the Training or the Programme nor be entitled to any adjustment or refund of the Programme Fees as a result of such changes.
5.4 In the event of cancellation, all materials which are delivered to the Client (if any) shall be returned to the Company at the Client’s sole cost and expense and the Client shall pay all cancellation charges forthwith upon receipt of the Company's invoice (if any).
5.5 The Company may from time to time decide to waive specific charges by notifying the Client in writing.
5.6 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company any monies it may owe under this Agreement on the due date, the Company shall be entitled to:
(a) charge interest on such sum from the due date for payment at the annual rate of 6%, accruing on a daily basis and being compounded quarterly until payment is made, and the Client shall pay the interest immediately on demand; and
(b) suspend all Training until payment has been made in full.
5.7 All sums payable to the Company under this Agreement shall become due immediately on its termination, notwithstanding any other provision. This Clause 5.6 is without prejudice to any right to claim for interest under the law, or any other right under this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Client and each of the Participants acknowledge that all Intellectual Property Rights in the Deliverables will be and remain the property of the Company and will be returned to the Company on demand and in any event upon the termination of this Agreement. The Client and the Participants are only permitted to use the content as expressly authorized by the Company.
6.2 Subject to Clause 6.1, except for any copy provided to the Participants by the Company made for personal use only, the Client shall, and shall procure that each of the Participants shall, not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Deliverables, Documents or information in relation to the Training in any form or by any means without prior written permission from the Company, and the Client and the Participants are solely responsible for obtaining permission before reusing any copyrighted material that is made available to them during the course of the Training.
6.3 The Client and the Participants (if applicable) are not allowed to take any photographs, or make any video or audio recordings, of any Training sessions. The Client and the Participants (if applicable) are not permitted to copy, reproduce or otherwise use the reports/assignments from other course participants.
7. CONFIDENTIALITY
7.1 Subject to Clause 7.2, each of the Parties shall treat as confidential and not disclose or use any information which relates to:
(a) the provisions of this Agreement and any agreement entered into pursuant to this Agreement;
(b) any information obtained during the Training which relates to the Programme, including teaching materials and course paper sand
(c) each of the other Parties’ and their respective affiliates’ Proprietary Information,
collectively, the “Confidential Information”.
7.2 Clause 7.1 shall not prohibit any disclosure or use of any information if and to the extent:
(a) the disclosure or use is required by law, any regulatory or governmental body or the rules and regulations of any recognised stock exchange;
(b) the disclosure or use is required for the purpose of any judicial proceedings, court order or arbitration proceedings;
(c) the disclosure or use is required to vest the full benefit of this Agreement in any of the Parties, as the case may be, or is required for any Party to perform its obligations under this Agreement;
(d) the disclosure is made to any professional adviser or direct and indirect shareholder of the Parties on terms that such persons undertake to comply with the provisions of Clause 7.1 in respect of such information as if they were a party to this Agreement;
(e) the information is at the time of supply already in the public domain or becomes publicly available (other than by a breach of this Agreement);
(f) the information is already in the lawful possession of the Party receiving the information, as evidenced by written records;
(g) the other Party has given prior written approval as to its disclosure or use; or
(h) the information is independently developed without the use of such information,
provided that prior to disclosure or use of any information pursuant to Clause 7.2 (a), (b) or (c), the Party concerned shall use reasonable efforts to promptly notify the relevant Party of such requirement with a view to providing it with the opportunity to contest such disclosure or use.
7.3 The Parties shall take all reasonable steps to minimise the risk of disclosure of Confidential Information, by ensuring that only those of their directors, officers, employees, agents and representatives whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential.
7.4 On the conclusion of its authorised use or upon the termination of this Agreement for any reason whatsoever (whichever is earlier), each Party which is in possession of the other Party’s Proprietary Information shall promptly return all documents and materials containing the same or, if so required at the request of the disclosing Party, erase and destroy any and all materials in any media containing the same (including any copies, analysis, memoranda or other notes made by the receiving Party, its directors, officers, employees, agents and/or representatives) and shall, in addition, erase and remove any of the same stored within any computer or other electronic system whether or not in machine-readable form.
7.5 The obligations contained in this Clause shall inure, even after the termination of this Agreement, without limit in point of time except and until any Confidential Information falls within the provisions of Clauses 7.2 (e), (f), (g) and (h).
8. LIMITATION OF LIABILITY
8.1 This Clause 8 sets out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:
(a) any breach of this Agreement however arising;
(b) any use made by the Client of the Training, the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.3 Nothing in this Agreement limits or excludes the liability of the Company:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company; or
8.4 Subject to Clauses 8.1 and 8.2:
(a) the Company shall not under any circumstances whatever be liable to the Client or any Participant for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(b) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the Programme Fees.
9. DATA PROTECTION
9.1 The Client acknowledges, agrees and consents that personal data (as defined in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012)) of the Client, the Participants and any other third party individual, including but not limited to their names, addresses, and payment records (collectively known as the “Personal Data”) may be collected, used, disclosed and/or processed by the Company and/or on behalf of the Company from time to time in connection with the purposes of this Agreement including but not limited to conducting the Training and implementing the Programme (the “Purposes”). For the avoidance of doubt, to the extent that the Company collects, uses, discloses and/or processes Personal Data for the Purposes which is for and on behalf of the Client, the Company is acting in the capacity as a data intermediary of the Client.
9.2 The Client further declares and warrants that it is validly acting on behalf of the third party individual (including but not limited to the Participants), whose Personal Data the Client provides to the Company, and that the Client has the authority of that third party individual to provide his/her Personal Data to the Company and for the Company to collect, use, disclose and process such Personal Data for the Purposes.
9.3 The Client hereby acknowledges, agrees and consents that the Company may/are permitted to disclose the Personal Data to such third parties (whether located within or outside Singapore) for one or more of the above Purposes and for the said third parties to subsequently collect, use, disclose and/or process the Personal Data for the Purposes. Without limiting the generality of the foregoing, such third parties include :
(i) the Company’s associated or affiliated organisations or related corporations;
(ii) any of the Company’s agents, contractors or third party service providers who process the Personal Data on the Company’s behalf including but not limited to those which provide administrative or other services to the Company, telecommunication companies, information technology companies, data storage or hosting companies, data centres, disaster recovery service providers and banks;
(iii) the Company’s (or the Company’s associated corporations’ or related corporations’) professional advisors or service providers;
(iv) legal process participants and their advisors;
(v) public and governmental / regulatory authorities (including the Central Provident Fund Board), statutory boards, industry associations;
(vi) courts and other alternative dispute forums;
(vii) any third party in connection with any proposed or actual reorganisation, merger, sale, joint venture, assignment, transfer or other disposition or all or any portion of the Company’s business, assets or stock (including in connection with any bankruptcy or similar proceedings); and/or
(viii) third parties which are receiving the Personal Data for the Purposes.
9.4 The Client hereby declares and warrants that all Personal Data provided to the Company at any time for any purpose is true, accurate and complete.
9.5 The Client hereby agrees to inform the Company if there are any changes in any of the Personal Data that the Client had previously provided to the Company. The Client understands and agrees that it is the Client’s sole responsibility to inform and update the Company of any changes to such Personal Data.
9.6 The Company will procure the necessary measures in order to protect such Personal Data in accordance with the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and any subsidiary legislation related thereto which may be issued/amended from time to time, as follows:
(i) providing a storage space of such information and documents in secured lockers;
(ii) permitting access to such storage space only under strict requirements:
(iii) providing an appropriate work space so that the data can be secured during the necessary work done by its employees; and
(iv) any other necessary measures.
9.7 The Company shall use Personal Data only for the Purposes and shall undertake not to disclose or divluge the Personal Data to any third party without prior written permission from the appropriate party.
9.8 In the event that the Company engages a third party service provider during the course of the Programme, the Company shall undertake to procure the equivalent obligations to such third party under this Clause with respect to personal data protection and only under such circumstances shall the Company be permitted to disclose the Personal Data to the third party.
9.9 For the avoidance of doubt, in the event that the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) or other Singapore law permits the Company to collect, use or disclose Personal Data without the consent of the individual to whom such Personal Data relates, such permission granted by the law shall continue to apply. This will be the case notwithstanding that the Client and/or such an individual may have withdrawn or not given the Company their consent as set out under Clauses 9.1, 9.2 and 9.3 of this Agreement.
9.10 The Client acknowledges and agrees that, where the Client and/or the individual to whom the Personal Data relates exercises their statutory right to withdraw their consent given hereunder (whether in part or as a whole), the Company, depending on the extent of such withdrawal of consent for the Company to collect, use, disclose and/or process their Personal Data, shall not be liable for its failure to fulfil any of its obligations under this Agreement.
9.11 The Client hereby agrees to indemnify and absolve the Company of any liability which may be incurred by the Company or asserted against the Company by any other person arising out of any use and/or disclosure by the Company of any inaccurate or incomplete information due to any failure on the Client’s part to update the Company promptly of any changes to the Personal Data and arising out of the Company’s activities in relation to the Personal Data or in respect of any breach of any of the provisions in this Clause 9.
10. TERMINATION
10.1 Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate this Agreement forthwith without liability to the other Party on giving the other Party written notice of such intention if:
(a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing of the breach;
(c) the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies, or the solvent reconstruction of that other Party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies, or the solvent reconstruction of that other Party;
(f) an application is made to court, or an order is made, for the appointment of a judicial manager, administrator, liquidator, receiver, receiver and manager, trustee or other similar officer in respect of the other Party or the whole or any substantial part of its property, assets or revenues;
(g) a distress, attachment, execution or other legal process is levied, enforced or sued out on or against the assets of the other Party and the Party contemplating termination is of the reasonable opinion that such event has, or could have, a material adverse effect on the other Party;
(h) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause (d) to Clause (i) (inclusive); or
(i) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
10.2 The Parties acknowledge and agree that any breach of Clauses 3 or 4 shall constitute a material breach for the purposes of this Clause 10.
10.3 On termination of this Agreement for any reason:
(a) the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Training supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: Clause 6 (Intellectual Property Rights), Clause 7 (Confidentiality), Clause 8 (Limitation of Liability), Clause 25 (Notices) and Clause 28 (Governing Law and Jurisdiction).
11. FORCE MAJEURE
11.1 A Party shall not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement (and, subject to Clause 11.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:
(a) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(c) terrorist attack, civil war, civil commotion or riots;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) fire, explosion or accidental damage;
(f) loss at sea;
(g) adverse weather conditions;
(h) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(i) any labour dispute, including but not limited to strikes, industrial action or lockouts;
(j) interruption or failure of utility service, including but not limited to electric power, gas or water.
11.2 The corresponding obligations of the other Party will be suspended to the same extent.
11.3 If the Force Majeure Event prevails for a continuous period of more than 1 month, either Party may terminate this Agreement by giving 14 days’ written notice to the other Party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of this Agreement occurring prior to such termination.
12. VARIATION
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
13. WAIVER
13.1 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
13.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
14. REPRESENTATIONS AND WARRANTIES
The Client hereby represents and warrants to and for the benefit of the Company that:
(a) it is a company duly organised, validly existing and in good standing under the laws of its place of incorporation and has full authority, power and capacity to enter into and carry out its obligations under this Agreement;
(b) the execution, delivery and performance of this Agreement will not conflict with, violate or breach any law to which it is subject, or relationship or business, contractual or otherwise, to which it is a Party;
(c) the execution, delivery and performance of this Agreement has been duly and effectively authorised by all necessary corporate actions on its part and this Agreement will be duly and validly executed, and delivered by it and when so executed, constitutes binding and enforceable obligations on it in accordance with its terms;
(d) it shall have and maintain in effect at all times during the term of this Agreement, all licences, authorisations, permits, consents and approvals from the relevant governmental, regulatory or other competent authorities to perform its obligations under this Agreement; and
(e) each of the above warranties will be correct and complied with in all respects during the term of this Agreement as if repeated then by reference to the then existing circumstances.
15. PREVALENCE OF AGREEMENT
In the event of any inconsistency between the provisions of this Agreement and the Programme, the provisions of this Agreement shall as between the Parties prevail and the Parties shall forthwith cause such necessary alterations to be made as are required so as to remove any conflict or inconsistency.
16. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous Agreements and undertakings, representations, warranties, assurances, and arrangements of any nature, if any, between the Parties with respect to the subject matter hereof, whether such be written or oral. None of the provisions herein may be varied or amended except by the Company from time to time. The Company may, but is not obliged, to notify the Client of amendments to this Agreement. The Company may, from time to time and at any time, update or revise this Agreement. Such update or revision is effective upon publication on the Company’s website. The Client is responsible for ensuring that the Client has read the most current version of this Agreement. The Client’s continued use of the Programme will be deemed to constitute the Client’s conclusive acceptance of the updated or revised Agreement.
17. NEUTRAL CONSTRUCTION
As the Parties have all participated in the drafting of this Agreement, the Parties agree that any applicable rule requiring the construction of this Agreement or any provision hereof against the Party drafting this Agreement shall not apply.
18. INDULGENCE, WAIVER
No failure on the part of either Party to exercise and no delay on the part of either Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.
19. ASSIGNMENT
No Party shall (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other Party.
20. AGREEMENT TO BIND SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and shall inure to the benefit of each of the Parties’ successors and permitted assigns. Any reference in this Agreement to either of the Parties shall be construed accordingly.
21. FURTHER ASSURANCE
At any time after the date of this Agreement, each Party shall, and shall use its best endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as the other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.
22. REMEDIES
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.
23. COSTS AND EXPENSES
Each Party shall bear its own legal, professional and other costs and expenses incurred by it in connection with the negotiation, preparation or completion of this Agreement.
24. SEVERABILITY OF PROVISIONS
If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.
25. NOTICES
25.1 All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered by hand, by courier or prepaid registered post, or by facsimile transmission addressed to the intended recipient thereof at its address or facsimile number, and marked for the attention of such person (if any), designated by it to the other Party for the purposes of this Agreement or to such other address or facsimile number, and marked for the attention of such person, as a Party may from time to time duly notify the other in writing.
25.2 The initial address and facsimile number of the Company for the purpose of this Agreement are specified below:
COMPANY GLOBIS Asia Campus Pte. Ltd.
Address : 12 Marina View # 29-02, Asia Square Tower 2, Singapore 018961
Attention : Takashi Tsutsumi
25.3 The initial address and facsimile number of the Client for the purpose of this Agreement are as provided by the Client to the Company in its application for the Programme.
25.4 Any notice, demand or communication so served shall be deemed to have been duly given:
(a) in the case of delivery by hand or by courier, when delivered;
(b) in the case of facsimile transmission, at the time of transmission;
(c) in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail),
provided that in each case where delivery occurs on a day which is not a Business Day or after 6pm on a Business Day, service shall be deemed to occur at 9am on the next following Business Day.
References to time in this Clause are to local time in the country of the addressee.
26. COUNTERPARTS
This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either Party may enter into this Agreement by signing any such counterpart. Each counterpart may be executed by the Parties and transmitted by facsimile transmission, and shall be valid and effectual as if executed as an original.
27. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.
28. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, and construed in accordance with, the laws of Singapore and the Parties hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.
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