Last updated: 1st of October, 2023
These Terms are an agreement between Agile Solutions Pte. Ltd. (“Agile HRO”, “us”, “we”, or “our”) and you (“User”, “you,” or “your”). This Agreement sets out the general Terms of your use of the www.agilehro.com website (the “Platform”) and within any of our products, services, content or functionalities (“Services”) we make available to you on the Platform.
Your access to and use of the Services are conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, please discontinue the use of the Platform and the Services. If you have questions about these Terms, contact us by submitting a request to email@example.com before accessing the Services.
If you are accessing or using the Services on behalf of a business or other legal entity, then your business or legal entity is legally and financially responsible for your access to and use of the Platform and the Services, as well as for the use of the Platform and the Services by others affiliated with you, including any employees or agents.
Notwithstanding anything contained herein, if you breach the Terms, Agile HRO reserves the right to take any legal or other action against you, including but not limited to, denying or revoking access to the Platform and the Services and referral to the appropriate authorities.
SECTION 19 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED/CLASS/REPRESENTATIVE ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION. PLEASE READ IT CAREFULLY AND ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.
Where you have agreed to other terms of services with us, those terms will take precedence over these Terms, where they conflict. We may update these Terms from time to time by posting an updated version on the Platform.
2. Accounts and Membership
By using the Platform and Services, you warrant and represent that you are at least 18 years of age or such age of majority under the local laws applicable to you, that you have full authority to enter into these Terms, and perform its obligations hereunder. In turn, we warrant and represent that we have full authority to perform the services under these Terms. If you apply for or create an account on the Platform, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We will attempt to prevent unauthorized transactions or other activity using your account, and we will assist you in the event your account is compromised, but you are solely responsible for any financial or other loss that results from unauthorized access to your account. We may unilaterally suspend access to your account if we suspect your account has been compromised. It is clarified that Agile HRO shall have no obligation to ensure or check if your account has been compromised until you have notified Agile HRO of the same. Each account is non-transferrable and may not be sold, traded, combined, or otherwise shared with any other person. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
Because we value great relationships and transparency, the provision of our Services is subject to a compliance check (KYC), following which we may suspend or cancel your account, should we deem the check not satisfactory. You therefore warrant and represent that you are in good standing under the laws of the jurisdiction in which you are present, and you have not, or will you enter into any agreement that would prevent you from complying with or performing under these Terms.
If you are applying for an account on behalf of a legal entity, you must specify at least one administrator. You are liable for any actions of your administrator, and for any other person with access to your credentials or your account. If you are an administrator, you represent and warrant that you have the necessary authority as may be prescribed statutorily and/or under the charter documents of such entity to apply for and to manage your company’s account.
We may suspend, disable, or delete your account (or any part thereof) and discontinue any Services if we determine that you have violated any provision of these Terms, any other terms you have agreed to, or that your conduct or content would damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
If you wish to terminate your account, please contact us via email at firstname.lastname@example.org.
All provisions of the Terms which by their nature should survive termination will survive termination. The termination of the relationship shall not release you from any obligations to pay any fees owed to Agile HRO. The provisions of Section 12 shall survive without limitation after the termination of the relationship.
3. User Content
We do not own any data, information or material (“Content”) that you submit on the Platform in the course of using the Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. You hereby waive all rights to any claims against Agile HRO for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Content.
We have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
4. Usage Restrictions
When using the Platform, you must behave lawfully and appropriately and not abuse the Platform in any way. In particular, while using the Platform and Services, you agree not to:
> access, store, distribute or transmit viruses, malicious code, or other harmful technologies,
> do anything that infringes the intellectual property rights of a third party,
> create one or more accounts for other commercial or illegitimate purposes,
> reverse engineer, copy, modify, data scape, automate, or re-sell the Platform in any way, or
> do anything unlawful, fraudulent, harmful, threatening, defamatory, discriminatory, or offensive and as such negatively impact yours or our public image.
Should you have been invited to the Platform by a client of ours, and wish to terminate your account at any time, including due to a disagreement with any updates to these Terms, please reach out to the client.
The Platform, the Services and its original content (excluding the Content provided by users of the Platform or Services), APIs, interfaces, features and functionality are and will remain the exclusive property of Agile HRO and its licensors. The Services are protected by copyright, trademark, and other laws of both Singapore and each jurisdiction in which we make the Services available to users. You may not use our trade marks and trade dress in connection with any product or service without the prior written consent of Agile HRO.
If you violate any of the above restrictions or do anything else we reasonably believe to be harmful or illegitimate, we may suspend your access to the Platform and Services and we may subsequently terminate these Terms. Such termination shall be without liability to you.
6. Billing and Payments
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have requested, you will be charged automatically in accordance with the terms you agreed to. If, in our judgment, any of your payments or transactions constitute a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and any other additional documents required by use, to verify compliance with applicable laws, policies and procedures. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse you Services.
We may, in our sole discretion, limit or cancel Services purchased per person or entity. These restrictions may include Services requested by or under the same customer account and that uses the same billing and/or shipping address. In the event that we make a change to or cancel any Services, we will notify you by the e-mail and/or billing address/phone number listed on the Platform or provided at the time the Service was requested.
If required as part of the Services you avail from use, you hereby authorize us to act and hold ourselves out to be your payment collection agent (“Payment Collection Agent”), and to hold and receive funds on your behalf, for the limited purpose of facilitating payments for services you may provide to other entities on or off the Platform (“Service Recipients”).
In the capacity of your Payment Collection Agent, our role shall be limited to transferring payments received from your Service Recipients to your designated account(s) either directly, or through your Service Recipients’ payment partners, and the obligation to pay you is subject to and conditional upon successful receipt of such payments from the Service Recipients. We shall not be liable for any acts or omissions by you in the performance of your services to Service Recipient, or any unpaid or disputed fees arising out of disputes between you and the Service Recipient.
The receipt of funds by us from Service Recipients on your behalf, shall be considered and deemed for all purposes to be full and complete payment of funds to you, and Service Recipients shall be relieved of any and all risk of loss immediately upon payment to Agile HRO, as if Service Recipients had delivered funds directly to you.
You shall advise Service Recipients that payments to Agile HRO will be deemed payment directly to you and will discharge Service Recipients of all payment obligations to you by the amount of the payment received by us.
Upon receipt of funds from Service Recipients by us on your behalf, we shall contemporaneously issue a receipt or confirmation to Service Recipients acknowledging such receipt of funds, and confirming that such receipt is deemed payment to you, and that the Service Recipient shall be relieved of all risk of loss arising from the subsequent transfer of such funds to you.
If you make or receive payments using any third-party payment service providers, payment gateways, or payments processors (“Payment Service Provider”), you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. In case of any disputes or claim, you may contact the relevant Payment Service Provider. We will not be held liable for any losses or damages either direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Agile HRO.
7. Accuracy of Information
Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information, cancel any Service if any information on the Platform or on any related Services are inaccurate at any time without prior notice (including after you have submitted your request for a Service). We undertake no obligation to update, amend or clarify information on the Platform including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Platform should be taken to indicate that all information on the Platform or on any related Services have been modified or updated.
We perform regular backups of the Platform and Content and will do our best to ensure completeness and accuracy of these backups. In the event of a hardware failure or data loss, we will restore backups automatically to minimize the impact and downtime.
9. Links to other websites
Although this Platform may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated otherwise. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You acknowledge and agree that Agile HRO will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites or services. You should carefully review the legal statements and other conditions of use of any website which you access through a link from the Platform. Your linking to any other off-site websites is at your own risk.
10. Prohibited Uses
In addition to other any other terms agreed to, you are prohibited from using the Platform, Content, or Services: (a) for any unlawful or illegal purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Services and Platform or any related website, other websites, or the Internet; or (l) to solicit or provide Services for the benefit of an individual, organization, or country that is blocked or sanctioned by the Singapore Government. We reserve the right to terminate or suspend your use of the Platform, the Services or any related website for violating any of the prohibited uses unconditionally.
You agree that your use of our Platform and Services is solely at your own risk. The Platform and information obtained through the Platform are provided on an “as is” and “as available” basis. We do not provide tax, legal, or accounting advice and are not permitted to engage in the practice of law. We do not act as your attorney, and information given by use is made for informational purposes only and is not a substitute for the advice of an attorney if such is needed to make decisions about compliance with applicable laws. We take every reasonable effort to ensure our Services are provided to reflect our best understanding of compliance matters related to employment, the information on the Platform is not legal advice and is not guaranteed to be correct, complete, or up-to-date.
We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services requested on the Platform will meet your requirements, or that the Services requested will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Platform and Services or as to the accuracy or reliability of any information obtained through the Platform and Services or that defects in the Platform and Services will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Platform and Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any Services requested or obtained through the Services or any transactions entered into through the Services. No advice or information, whether oral or written, obtained by you from use or through the Services shall create any warranty not expressly made herein. You are advised to consult with an attorney, tax advisor, or accountant before accepting these Terms.
12. Limitation of Liability
To the fullest extent permitted by applicable law, in no event will we, our affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, fraud, negligence or otherwise, even if Agile HRO has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of our and our affiliates, officers, employees, agents, suppliers and licensors, relating to the Services requested on the Platform, will be limited to any amounts actually paid by you to us for the one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
13. Service Availability
From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Site. We strive to keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services. Further, Agile HRO may change, suspend, or discontinue the availability of any of the Services at any time, without any notice or liability. In addition, Agile HRO may impose limits on certain features of the Services or restrict your access to parts or all of the Services or the Platform without notice or liability.
14. Communications from Agile HRO
By accessing the Platform or creating an account or availing our Services, you are communicating with Agile HRO electronically and you agree to subscribe to our newsletters or marketing materials and receive other promotional information we may send periodically or as when required. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications.
15. Electronic Signatures and Legal Notices
You agree that any signature or other electronic symbol or process attached to, or associated with an agreement, order form, certificate, or other document between you and Agile HRO or you and another user of the Services with the intent to sign, authenticate or accept the terms of any such agreement, order form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted under the laws of Singapore.
You consent to us to provide notices to you under these Terms electronically and understand that this consent has the same legal effect as a physical signature.
We may provide notices regarding activity and alerts electronically through your account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your account or via email and you agree that they will be considered received 24 (twenty-four) hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your account.
We may send notices to your mobile phone through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, agreements, order forms, invoices and other documents. You may elect to not receive certain notices through text or SMS, but this will limit the use of certain Services.
You must maintain an updated web browser, a computer and a mobile device operating system to receive the notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
Contact us immediately via email to email@example.com if you are or believe you are having problems receiving the notices.
16. Force Majeure
Subject to the terms and conditions specified in any other agreement between us, you may not hold us liable for any interruption of the Services due to an Act of God, blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, pandemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other case beyond our voluntary control preventing the normal provision of the Services to you (any of which, a “Force Majeure Event”). If a Force Majeure Event takes place that affects the performance of our obligations under these Terms, our obligations under these Terms shall be suspended for the duration of such Force Majeure Event.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. All rights and restrictions contained in these Terms may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
18. Governing Law and Dispute Resolution
The formation, interpretation, and performance of these Terms and any disputes arising out of it shall be governed by the laws of Singapore, without regard to its conflict of law provisions.
19. Arbitration and Class Action Waiver
It is agreed that all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of Singapore applicable to contracts wholly made and to be performed within Singapore; (b) to irrevocably submit to the sole and exclusive jurisdiction of the courts of Singapore; and (c) to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Singapore is an inconvenient forum.
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof (collectively “Dispute”), you and Agile HRO (collectively referred to as “Disputing Parties” and individually as “Disputing Party”) will use best efforts to settle the Dispute.
Such efforts will include, at a minimum, that the Disputing Parties consult, meet in person or by video call, and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both the Disputing Parties.
If after 10 (ten) days of consultation, the Disputing Parties fail to reach an amicable settlement, on any or all of the Disputes, such Disputes shall be submitted to final and binding arbitration at the request of any of the Disputing Parties upon written notice to that effect to the other Disputing Party. In the event of such arbitration:
<a> The arbitration shall be in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”), in force at the relevant time (which is deemed to be incorporated into these Terms by reference);
<b> All proceedings of such arbitration shall be in the English language. The venue and place of the arbitration shall be Singapore, which shall be the seat of the arbitration;
<c> The arbitration shall be conducted by a sole arbitrator appointed jointly/collectively by the Disputing Parties. In the event that the Disputing Parties are unable to agree on a sole arbitrator within 15 (fifteen) days following submission of the Dispute to arbitration, the sole arbitrator shall be appointed in accordance with the rules of the SIAC;
<d> Arbitration awards shall be reasoned awards and shall be final and binding on the Disputing Parties;
<e> The existence or subsistence of a dispute between the Disputing Parties, or the commencement or continuation of arbitration proceedings, shall not, in any manner, prevent or postpone the performance of those obligations of the Disputing Parties under these terms and conditions or any contract currently subsisting between the Disputing Parties which are not in dispute; and
<f> The costs of arbitration shall be shared equally by the Disputing Parties thereto.
Any arbitration under these Terms will take place on an individual basis – consolidated/class/representative arbitrations and consolidated/class/representative actions are not permitted. You understand that by agreeing to these Terms, you and Agile HRO are each waiving the right to participate in a consolidated/class/representative action or consolidated/class/representative arbitration.
20. Changes and Amendments
We reserve the right to modify these Terms and any policies relating to the Platform or Services at any time. Continued use of the Platform after any such changes shall constitute your consent to such changes.
21. Acceptance of these terms
You acknowledge that you have read these Terms and agree to all its terms and as set out. By using the Platform or Services requested on the Platform, you agree to be bound by the Terms. If you do not agree to abide by the terms, you are not authorized to use or access the Platform and its Services.
22. Contact us
For inquiries or requests, please contact us at firstname.lastname@example.org