CREATOR TERMS AND CONDITIONS
Business Day: a day other than a Saturday, Sunday or public holiday in Singapore when banks in Singapore are open for businessData Protection laws: all laws, regulations, legislations and directives relating to data protection and privacy which are from time to time applicable to a Party, including Personal Data Protection Act 2012 of Singapore.Definitions: Words and expressions defined in the T&Cs shall, unless defined otherwise herein, have the same meanings herein and words and expressions defined herein shall have the same meanings in the T&Cs. Except to the extent that the context requires otherwise:End User: any person who has enrolled in and is authorized by the Company to access the Course.End User Personal Data: data which the Company discloses to the Course Creator, whether true or not, about an End User who can be identified (a) from that data alone; or (b) from that data and other information which the Course Creator has or is likely to have access.Group Company: in relation to a company, that company, any Subsidiary or Holding company from time to time of that company, and any Subsidiary from time to time of a Holding company of that company.Holding company: has the same meaning in this Agreement as defined in the Companies Act (Chapter 50) of Singapore.Intellectual Property Rights or IPR: patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.Nas Academy Platform: the digital property or properties owned, operated and/or licensed by the Company currently operated under the brand Nas Academy, through which the Course is made available by the Company to the End Users.Subsidiary: has the same meaning in this Agreement as defined in the Companies Act (Chapter 50) of SingaporeTax: any taxes on income, profits and gains and all other taxes (including goods and services tax or consumer tax), levies, imposts, charges, rates, duties, deductions or withholding in the nature of taxation and any related interest, penalty, charge, fee or other amount paid in connection with them.T&Cs: the terms and conditions as set out in the Schedule, as the same may from time to time be amended or modified and any reference in this Agreement to a particular Condition shall refer to a condition in the T&Cs.SGD/USD: lawful currency of Singapore/the United States of America.Agreed Currency, Approved Individual, Course, Course Creator Bank Account, Exclusivity Period, Fees, Launch Date for Live Course, Launch Date for Pre-recorded Course, Minimum Amount, Minimum Revenue Guarantee, Prohibition and Services shall have the respective meanings given to them in Clause 2.References to Clauses are clauses of this Agreement. References to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns and references to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
2.1 The Course Creator shall:(a). ensure that it and the Approved Individual have, at all times, the relevant skills, qualifications, experience, qualifications, licences, accreditations, and approvals to perform and provide the Services. (b). obtain and maintain consents, licences, permits and insurances (statutory, regulatory, contractual or otherwise) necessary to enable it and the Approved Individual to comply with its obligations under this Agreement.(c). ensure that the Course and the Course Creator Works:-(i)do not promote or incite violence, discrimination against, dislike of or hatred towards any group; or harassment of any individual or group; (ii)provide a positive experience and learning environment for the End Users and complies with all codes of conduct or guidelines that may be communicated to the Course Creator by the Company from time to time, for the protection and safety of the End Users; and (iii)meet End User ratings or other standards set by the Company from time to time.(d). where any Services are required to be performed onsite at premises designated by the Company, comply with all applicable laws and with all relevant health and safety measures, protocols and procedures from time to time in force at any of such premises at which the Services are to be provided.(e). comply with the instructions of the Company as regards the proper and authorised access to and use of the Nas Academy Platform and all equipment, software or network or computer system of the Company or otherwise for the avoidance of spread of malware from a party’s networks or systems via electronic mail, file transfer services and physical media, and shall immediately notify the Company of any suspected security incident related to their use of such equipment, software, networks or systems.(f). comply with Company’s prevailing policies relating to ethics, corporate and social responsibility, social media, human trafficking, anti-harassment, substance misuse, anti-bribery and anti-corruption policies.2.2 The Course Creator shall not and shall procure that the Approved Individual does not:-(a). place itself or themselves in a situation that may conflict with the Course Creator’s due performance of its obligations under this Agreement, including accepting work, entering into a contract or accepting an obligation or any financial or other interest or undertaking that could interfere with the performance of or which will result in a breach of the Course Creator’s obligations under this Agreement. (b). place itself or themselves in a situation that could give rise to a conflict of interest or compromise the integrity or reputation of the Course Creator or the Company or the Company’s Group Company. (c). immediately notify the Company in writing of any breach of Condition 2.2(a) or of any situation or undertaking that could, if entered into by the Course Creator, result in a breach thereof.
3.1 Statement and Invoice: The Company shall deliver to the Course Creator, a statement setting out the amount of Fees accruing and payable to the Course Creator each month, which statement shall, in the absence of manifest error, be conclusive evidence of the amount of Fees payable to the Course Creator in that month. Within 7 Business Days after receipt of a statement, the Course Creator shall furnish to the Company an invoice for the full amount of Fees therein stipulated3.2 Payment of Fees: Within 14 Business Days from the date of receipt of a valid invoice from the Course Creator (or such other time period as the Parties shall agree), the Company shall pay to the Course Creator, the Fees, provided always that where the quantum of Fees payable in any month is less than the Minimum Amount, the Company shall not be obliged to pay the Fees as herein provided. Instead, such unpaid Fees shall be added to and be paid (without interest accruing thereon) together all other Fees due and payable by the Company to the Course Creator in the following month, subject always to the Minimum Amount being met3.3 No other payment: Except as provided in this Agreement, the Course Creator shall not be entitled to charge the Company for the provision of the Services and shall be responsible for its own costs in providing the Services.3.4 Withholding: Unless otherwise permitted hereunder, all amounts payable under this Agreement shall be paid in full, without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law3.5 Currency Exchange: If any amount is required to be converted from a currency to another currency to give effect to this Agreement, the conversion shall be performed by the payor in a manner consistent with the normal practices used for preparing its financial statements for internal and external reporting purposes.3.6 Non-Business Day: Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the next preceding Business Day (if there is not).3.7 Tax and Account: All Fees shall be paid inclusive of Tax, paid in the Agreed Currency, and by the Company crediting the Course Creator Bank Account. The Course Creator shall ensure that the details of the Course Creator Bank Account furnished to the Company from time to time are correct, complete, accurate and updated. The Company shall be deemed to have satisfied its payment obligations hereunder upon crediting the Fees to the Course Creator Bank Account.3.8 Set off and deduction: The Company may deduct and set off from the Fees and other sums due to the Course Creator, any amount owing by the Course Creator or the Approved Individual to the Company or its Group Company at any time3.9 No prejudice: Payment in full or in part of the Fees or any sums by the Company shall not prejudice any claims or rights of the Company or its Group Company against the Course Creator or the Approved Individual in respect of the provision of the Services.3.10 Bank charges: The Course Creator shall bear all costs, fees and expenses charged or levied by its bankers for all transfers of funds by the Company into the Course Creator Bank Account.
4. EXCLUSIVITY PERIOD
4.1 Exclusivity: The Course Creator agrees and shall procure the agreement of the Approved Individual to the Prohibition set out in Clause 2.4.2 Reasonableness: The Course Creator acknowledges and agrees that the terms of this Condition is reasonable to protect interests of the Company which will expend financial and other resources in promoting and marketing the Course pursuant to the terms of this Agreement4.3 Company’s rights: For the avoidance of doubt, as the Company’s business includes operating one or more digital platforms for independent creators to create and host courses, the Course Creator acknowledges that the Company may at any time advertise, promote, publicize, market or host courses which are similar to the Course, in any language, anywhere in the world, whether as physical events or via online or mobile platforms
5. DATA PROTECTION
5.1 Each Party shall comply with all applicable requirements of the Data Protection Laws at its own expense. The Course Creator shall immediately notify the Company when it becomes aware of a breach of any of its obligations under the Data Protection Laws5.2 The Company’s privacy notice [here] is incorporated by reference and forms part of the T&Cs and shall apply to all personal data provided by the Course Creator or collected by the Company from any other source. The Course Creator consents and undertakes to procure its employees (including the Approved Individual) to consent, to the collection, processing, use and disclosure of their personal data in accordance with the Company’s privacy notice from to time.5.3 The Course Creator shall only process, use or disclose End User Personal Data strictly for the purposes of fulfilling its obligations under this Agreement; or with the Company’s prior written consent; or when required by law or an order of court but shall notify the Company as soon as practicable before complying with such law or order of court at its own costs and expenses.5.4 The Course Creator shall not transfer End User Personal Data to a place outside Singapore without the Company’s prior written consent. If the Company provides consent, the Course Creator and the third party recipient shall provide a written undertaking to the Company that the End User Personal Data transferred outside Singapore will be protected at a standard that is comparable to that under the General Data Protection Regulation.5.5 The Course Creator shall protect End User Personal Data in the Course Creator’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information and communications technology measures) to prevent unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of End User Personal Data, or other similar risks; and the loss of any storage medium or device on which personal data is stored. The Course Creator shall only permit its authorised personnel to access End User Personal Data on a need-to-know basis.5.6 The Company shall make reasonable effort to ensure that the End User Personal Data it provides to the Course Creator is accurate and complete before providing the same to the Course Creator. The Course Creator shall put in place adequate measures to ensure that the End User Personal Data in its possession or control remains or is otherwise accurate and complete. Upon being requested in writing by the Company, the Course Creator shall take steps to correct any errors in the End User Personal Data as soon as practicable5.7 The Course Creator shall provide the Company with access to the End User Personal Data that the Course Creator has in its possession or control, as soon as practicable upon Company’s written request.5.8 The Course Creator shall not retain End User Personal Data (or any documents or records containing End User Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.5.9 The Course Creator shall, forthwith upon the request of the Company, return to the Company, all End User Personal Data; and/or delete all End User Personal Data in its possession; and, after returning or deleting all End User Personal Data, provide the Company with written confirmation that it no longer possesses any End User Personal Data. Where applicable, the Course Creator shall also instruct all third parties to whom it has disclosed End User Personal Data for the purposes of this Agreement to return to the Company or delete, such End User Personal Data.5.10 In relation to all personal data provided by the Course Creator to the Company in connection with this Agreement, the Course Creator represents and warrants that it has complied with all applicable data protection laws, regulations, guidelines and codes of practice; the personal data is accurate and complete; and the Course Creator has obtained the consents of the individuals to the collection, processing, use and disclosure of their personal data by the Company in accordance with the Company’s prevailing privacy notice5.11 The Course Creator shall indemnify the Company and its officers, employees and agents, against all actions, claims, demands, losses, damages, statutory penalties, expenses and cost (including legal costs on an indemnity basis), in respect of a breach of its obligations under the Data Protection Laws or any act, omission or negligence of the Course Creator or its subcontractor that causes or results in the Company being in breach of the Data Protection Laws
6.1 Confidential Information means all confidential or proprietary information (however recorded or preserved) disclosed or made available by a Party (Provider) to the other Party (Recipient), whether before or after the date of this Agreement, including the existence and terms of this Agreement; and information which would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Provider (or a Group Company) or the operations, processes, product information, know-how, designs, trade secrets or software (in object and source code form) of the Provider (or a Group Company) and any other information specified as confidential by the Parties.6.2 The Recipient shall keep the Provider’s Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose) or as permitted by Condition 22.214.171.124 The Recipient may disclose the Confidential Information:-(a). to any of its officers, employees and advisers that need to know the relevant Confidential Information for the Permitted Purpose only, provided that it procures that each such person complies with the obligations set out in this Condition;(b). as may be required by law, a court of competent jurisdiction or any governmental or regulatory, judicial or governmental or similar body. To the extent it is legally permitted to do so, it shall give the Provider as much prior notice of such disclosure as possible.6.4 The provisions of this Condition shall not apply to any Confidential Information that: (a). is or becomes generally available to the public, other than as a result of its disclosure by the Recipient in breach of this Condition; or (b). was lawfully known to the Recipient before disclosure by the Provider or disclosed to the Recipient by a person who is not under any obligation of confidence in respect of that information; (c). the Parties agree in writing is not confidential or may be disclosed; or (d). is developed by or for the Recipient independently of the information disclosed by the Provider.6.5 The provisions of this Condition shall survive for a period of 2 years from termination of this Agreement.
7.1 Subject to Condition 7.2, no Party shall make, or permit any person to make, any public announcement, communication or circular (Announcement) concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). The Parties shall consult together on the timing, contents and manner of release of any Announcement.7.2 Where an Announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the Party required to make the Announcement shall promptly notify the other Party. The Party concerned shall make all reasonable attempts to agree the contents of the Announcement before making it
Each Party warrants that: (a). it has full capacity, power and authority to carry out the actions contemplated under this Agreement; (b). its entry into and performance under the terms of this Agreement will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party; and (c). so far as it is aware, after having made due and careful enquiry, all information, data and materials provided by it under this Agreement will be accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party.
9. LIMITATION AND EXCLUSION OF LIABILITY
9.1 Subject to Condition 9.2:- (a). neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with this Agreement; and (b). a Party's total liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the aggregate amount of Fees payable under this Agreement.9.2 Nothing in this Agreement shall limit or exclude a Party's liability: (a). for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; (b). for fraud or fraudulent misrepresentation; or (c). for any other act, omission, or liability which may not be limited or excluded by law.
10. FORCE MAJEURE
Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 Business Days, the Party not affected may terminate this Agreement by giving 14 Business Days' written notice to the affected Party.
Save as otherwise provided herein, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it
12. RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13. INADEQUACY OF DAMAGES
Without prejudice to any other rights or remedies that a Party (first party) may have, the other Party (other party) acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, the first party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
14.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.14.2 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 prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail.
16. KYC CHECKS
The Course Creator shall provide all information, documents and evidence to enable the Company to conduct and comply with Know-Your-Customer checks and other mandatory governmental and other regulatory requirements and procedures.
17. ASSIGNMENT AND OTHER DEALINGS
17.1 Subject to Condition 17.2, neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).17.2 Either Party may, after having given prior written notice to the other Party, assign or subcontract any or all of its rights and obligations under this Agreement to a member of its Group Company for so long as that company remains a member of the assignor's Group. The assignor shall procure that such assignee assigns any rights assigned to it in accordance with this Condition back to the assignor or another member of the assignor's Group immediately before it ceases to be a member of the assignor's Group.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties or their authorised representatives).
19.1 A notice given to a Party under or in connection with this Agreement shall be in writing and sent to the Party at the address or email address set out in the execution page of this Agreement or as otherwise notified in writing to other Party.19.2 This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of this Agreement.20.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. NO PARTNERSHIP
21.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the Parties, constitute any party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.21.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person
22.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement22.2 No counterpart shall be effective until each Party has executed at least one counterpart.
23. THIRD PARTY RIGHTS
23.1 Except as expressly provided in this Agreement, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of this Agreement.23.2 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
24. FURTHER ASSURANCE
At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
25. ENTIRE AGREEMENT
25.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.25.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.
26. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (Disputes) shall be governed by and construed in accordance with the law of Singapore.
27.1 The Parties agree to make reasonable efforts to resolve all Disputes amicably through good faith negotiations within one (1) month from the date of service of notice of Dispute by one Party on the other Party. Each Party must, to the extent possible, continue to perform its obligations under this Agreement even if there is a Dispute27.2 If the Parties are unable to resolve the Dispute pursuant to Condition 27.1, it is agreed that such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference into this Condition. The seat of arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator appointed by the Chairman of SIAC. The language of arbitration shall be in English.
28. TERMINATION OF AGREEMENT
28.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party:(a). if 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 Business Days after being notified in writing to make such payment; (b). if the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 Business Days after being notified in writing to do so; (c). if any event or circumstance occurs in relation to the other Party, that has or could be expected to have a material adverse effect on the financial condition, assets, business of the other Party, or the ability of the other Party to perform and comply with its obligations under this Agreement.
Policy Last Updated On: 23 September 2021