1.1. In these Terms of Service the following definitions apply:

1.2.Unless the context requires otherwise, references to the singular include the plural.

1.3.The headings contained in these Terms of Service are for convenience only and do not affect their interpretation.

2.1.These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of, an Applicant or the passing of any information about the Applicant to any third party following an Introduction. Once the Client has engaged the Agency, this contract will be considered binding, without signature.

2.2.These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms of Service prevail over any other terms of service or purchase conditions put forward by the Client.

2.3.No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Agency and the Client and are set out in writing and signed on behalf of each party by a person duly authorised by that party.

3.1. The Client agrees to:

• 3.1.1 notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;

• 3.1.2 notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted or otherwise upon commencement of an Engagement (whichever first occurs) and provide details of the Annual Remuneration to the Agency; and

• 3.1.3 Pay the Agency’s fee within 7 days of the date of receipt of the invoice by the Client.

• 3.1.4 The Agency will invoice the Client upon the date of signed offer acceptance of the Candidate.

• 3.1.5 A minimum fee of $5,000 USD will be applicable for all placements.

3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.

3.3. In the event that an invoice remains unpaid for more than 7 days following the due date, the Agency reserves the right to revoke any previously agreed discounted rates and apply a revised rate of 35% in accordance with our standard terms of service. The revised rate shall be applicable from the original due date until the outstanding amount is fully settled. The Client acknowledges and agrees that this provision is legally binding, and any failure to comply with the payment terms as stipulated herein shall result in the immediate application of the revised rate without further notice or negotiation.

3.4 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 4% per annum above the Bank base rate from time to time in force from the due date until the date of payment, and any such interest shall be payable on demand.

3.5 The fee payable to the Agency by the Client for an Introduction resulting in an Engagement (at any time within 12 calendar months from the later of (a) the Introduction of an Applicant to the client by the Agency or (b) the date of the Applicant's last interview with the Client) is the amount equal to 35% Annual Remuneration for all introductions.

3.6 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re- Engages the Applicant within 12 calendar months from the date of termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Annual Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.

3.7 If the Client subsequently Engages or re-Engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable.

3.8 In the event that the Applicant is a member of the Agency’s own staff, the fee in clause 3.4 will apply on the Applicant commencing his Engagement with the Client and shall be due irrespective of whether or not an Introduction regarding the Applicant has been made by the Agency.

3.9 In the event of any breach by the Client of any clause within this agreement or any addendum thereto, the Agency shall deem any previously agreed amendments as null and void. Consequently, the Standard Terms of Service shall be reinstated, and the Agency shall be entitled to apply the prevailing rate of 35% as specified therein. The Client acknowledges and agrees that this provision constitutes a legally binding agreement, and any failure to adhere to the terms outlined herein shall result in the immediate reversion to the Standard Terms of Service without further notice or negotiation.

4.1 If an Applicant leaves, is dismissed or the Engagement is terminated (as appropriate) within 10 weeks of commencing the Engagement and provided that:

• 4.1.1 all monies due under these Terms have been paid in full by the Client in accordance with clause 3;

• 4.1.2 any late payment will result in the rebate agreement 4.1.7 being void;

• 4.1.3 such termination is not as a result of poor business practices, redundancy, pregnancy, injury or ill-health or by reason of an Applicant's race, sex, sexual orientation, religion or belief, any disability or age;

• 4.1.4 such termination has not arisen as a result of the Client entering into the Engagement with the prior or likely intention of disposing with an Applicant's services or terminating the Engagement either without proper cause or with a view to obtaining a refund unfairly;

• 4.1.5 the Client notifies the Agency in writing of the termination of the Engagement within 7 days of its termination; and

• 4.1.6 neither the Client nor any third party to whom the Client has introduced the Applicant shall commence Engagement of the Applicant within 12 calendar months from the date of the termination of the Engagement,

• 4.1.7 If pursuant to clause 4.1 the Agency is unable to find a replacement within a reasonable time then the Agency will pay the Client a refund calculated as follows:

  Week in which the Applicant leaves	% of introduction fee refunded
  1 - 4	50%
  5 - 8	20%
  9 - 10	10%

4.2 In circumstances where clause 3.6 applies the full fee stated in clause 3.4 is payable and there shall be no entitlement to a refund.

4.3 The Client shall repay the amount of any refund in full to the Agency where the Client (or any third party to whom the Client has introduced the Applicant) subsequently re-Engages (or Engages) an Applicant in any capacity within 12 calendar months of the date of termination of the Engagement and a full fee shall be payable with no entitlement to a refund or rebate.

4.4 There will be no refund where the Applicant leaves, is dismissed or the Engagement is terminated (as appropriate) during or after the 11th week of the Engagement.

5.1 If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a minimum of 50% of the fee calculated in accordance with clause 3.4.

6.1. Introductions of Applicants and any CV supplied by the Agency to the Client are confidential and should not be disclosed to any other person without the prior written consent of the Agency. The Client may only use any CV supplied for the purposes of selecting an Applicant for interview and deciding whether to Engage an Applicant. If the Client decides not to Engage an Applicant, the Client hereby undertakes to return all copies of the Applicant's CV to the Agency and to remove, delete or destroy all records it may have which include details of or from the CV.

6.2. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.4 with no entitlement to any refund.

6.3. An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant Engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, at any time within 12 months from the later of (a) the date of the Agency’s Introduction of an Applicant to the Client by the Agency or (b) the date of the Applicant's last interview with the Client.

6.4. Where the amount of the actual Annual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the Applicant has been Engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.

7.1. The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary, or which may be required by law or by any professional body, to work in the position which the Client seeks to fill; and that the Applicant is willing to work in the position which the Client seeks to fill.

7.2. The Client confirms that prior to Introduction the Agency supplied it with the confirmations set out in clause 7.1 and that, to the extent that the Agency may not have supplied the Client with such confirmations, the Client confirms that it is satisfied with the confirmations supplied; and the Client agrees that, if the Applicant fails to have the experience, training, qualifications or any authorisation which the Client considers are necessary, or which are required by law or by any professional body, the Agency shall have no liability to the Client in respect of this.

7.3. Notwithstanding clause 7.1, the Client shall satisfy itself as to the suitability of the Applicant and has sole responsibility for selecting an Applicant for Engagement. The Agency recommends that the Client makes all offers of Engagement subject to receiving satisfactory references, which the Client should take up directly. The Client shall take up any references provided by the Applicant to it or the Agency before Engaging such Applicant and verify to its own satisfaction all statements made by or on behalf of an Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is Engaged to work.

7.4. To enable the Agency to comply with its obligations under clauses 7.1, the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of work that the Applicant would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Applicant to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Applicant would be entitled to give and receive to terminate the Engagement.

8.1 Where the Applicant is (a) required by law, or any professional body, to have any qualifications or authorisation to work in the position which the Client seeks to fill; or (b) the work involves working with, caring for or attending one or more persons under the age of eighteen; or (c) involves caring for or attending any person who by reason of age, infirmity or any other circumstances is in need of care or attention, the Client confirms that the Agency has offered to provide the Client with copies of any relevant qualifications or authorisations of the Applicant, in the case of (b) or (c) above, taken all reasonably practicable steps to confirm that the Applicant is not unsuitable for the position concerned and either obtained and offered to provide copies of two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client or informed the Client that it has taken all reasonably practicable steps to do this and has been unable to do so and informed the Client of the steps it has taken in order to try and do so.

9.1 Neither the Agency nor any of the Agency's staff shall be liable under any circumstances for any loss, injury, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant and, in particular (but without limitation to the foregoing) any such loss, injury, expense, damage, delay, costs or compensation arising in connection with:

• 9.1.1 failure of any Applicant to meet the requirements of the Client for all or any of the purposes for which the Applicant is required by the Client;

• 9.1.2 any act or omission of any Applicant, whether willful, negligent, fraudulent, dishonest, reckless or otherwise;

• 9.1.3 any loss, injury, damage, expense or delay incurred or suffered by an Applicant.

9.2 For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for fraudulent misrepresentation.

10.1 Each party warrants and undertakes to the other that, in relation to these Terms, it shall comply strictly with all requirements of the Data Protection Laws.

11.1 For the purposes of the Conduct Regulations the Agency shall operate as an employment agency in relation to the Client (except where any temporary placement (whereby the Client enters into a contract with the Agency for the temporary provision of the Applicant's services) results from an Introduction to the Client, in which case the Agency shall act as an employment business).

11.2 These Terms are personal to the Client and it shall not be entitled to assign or sub-contract its obligations or rights under these Terms to any third party without the prior written consent of the Agency. The Agency shall however be entitled to assign its obligations or rights under these Terms to any member of the Agency’s Group and, upon such assignment, without prejudice to the assignor’s rights in respect of matters arising prior to such assignment, all references to the Agency shall be deemed to refer to the assignee.

11.3 Any assignment of its obligations or rights under these Terms by the Agency in accordance with clause 11.2 shall be subject to the Client’s prior consent (such consent not to be unreasonably withheld or delayed).

11.4 If any provision or any part of these Terms is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:

• 11.4.1 such provision or part shall to that extent be deemed not to form part of these Terms but the enforceability of the remainder of these Terms shall not be affected;

• 11.4.2 to the extent permitted by law, the Agency and the Client shall negotiate in good faith a replacement to any provision severed under clause 11.4.1 by a provision which is of similar effect but which is not illegal or unenforceable.

11.5 None of the provisions of these Terms is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Agency who shall be entitled to enforce the provisions of these Terms as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

12.1 This Terms of Service agreement (the "Agreement") serves as a legally binding contract between Executive Recruitment Asia Pte. Ltd. (the "Agency") and (the "Client"). The Client acknowledges and agrees that, pursuant to applicable laws in Singapore, the Agreement shall be considered legally binding without the necessity of a physical or digital signature.

By engaging with the Agency's services from this point forward, the Client expressly and unequivocally accepts and agrees to be bound by the terms and conditions set forth in this Agreement. In the event that the Client does not agree to the terms and conditions of this Agreement, it shall promptly notify the Agency in writing.

The Agreement constitutes the entire understanding and agreement between the parties, superseding any prior discussions, negotiations, or agreements, whether oral or written, pertaining to the subject matter herein. No modifications or amendments to the Agreement shall be valid or enforceable unless made in writing and duly executed by both parties.

By continuing to engage with the Agency's services, the Client affirms its full comprehension of the terms and conditions outlined in this Agreement and unequivocally manifests its intention to be legally bound by them.

If the Client does not agree to the terms and conditions of this Agreement, the Agency strongly recommends that the Client refrains from using or continuing to use the services provided by the Agency.

13.1 These Terms are governed by the law of Singapore and are subject to the exclusive jurisdiction of the Courts of Singapore.