Terms & Conditions

Terms and Conditions for using ProjeX and its related services

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BACKGROUND
A. These terms set out the agreement between ProjeX (defined below) and the Client (together referred to as the “parties”) for the supply of Independent Consultants by ProjeX to the Client.  
B. ProjeX has developed relationships with Independent Consultants who are exceptionally qualified and experienced in their field.  The Client wishes to obtain services from the Independent Consultants.
C. ProjeX is an online introduction platform between the Client and the Independent Consultants. It provides Clients with the ability to connect with Independent Consultants registered with ProjeX for short and long term consulting services.
E. This agreement and the terms of the Independent Consultant’s services are confidential. The liability of ProjeX is limited as stated in clause 17.
F. The Client and the Independent Consultant are responsible for agreeing and entering into terms as between them.
1. AGREED TERMS
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Account Managed: a service provided to the Client by ProjeX whereby ProjeX assists the Client with the management and sourcing of Independent Consultants for Projects.
Actual Availability: the Client's availability for short-term project positions for an Independent Consultant as notified by the Client to ProjeX from time to time in accordance with this agreement.
Agreement with the Independent Consultant: the agreement between ProjeX and the Independent Consultant as set out at Schedule 1.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in Singapore are open for business.
Credit fee: fee for purchasing credit for posting projects or viewing consultants’ full profile
Charges: defined at clause 4.2.
Client: the person who enters into this agreement.
Commencement Date: the commencement of this agreement being the date the Client confirmed its agreement to these terms.
Communication: any communication of the Independent Consultants’ name or contact details by the Client whether direct or indirect for example via email, post, other written communication, telephone call, meeting.
Engage: the employment of an Independent Consultant or engagement directly or indirectly through any employment business or agency (whether for a definite or indefinite period) as a direct result of any Introduction or Project to the Client and the terms Engaged or Engagement shall be construed accordingly.
Expenses: expenses incurred by the Independent Consultant pursuant to the Project.
Force Majeure Event: means an event beyond either party’s reasonable control including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility services or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, food, storm or default of suppliers or subcontractors.
Independent Consultant: a service provider (including anyone termed “Freelancer”) Introduced and supplied by ProjeX to the Client to provide services to the Client.  The Independent Consultant is not an employee of the Client or of ProjeX.
Independent Consultant Fee: the amount payable by the Client to the Independent Consultant for each Project.  
Introduce: the direct or indirect provision to the Client of information by ProjeX in such format as ProjeX may decide which identifies the Independent Consultant and Introduction and Introduced shall be construed accordingly.
Search Service Fee:
(a) Fee payable to ProjeX if the Client engages ProjeX to Search for Consultants
(b) as set out at clause 5.1.  
ProjeX: means Catalyst Talent Strategy Consulting Private Limited incorporated and registered in Singapore with company number 201525092R whose registered office is at 10 Anson Road #26-04 International Plaza Singapore (079903).  
ProjeX’s Fee: as defined at clause 4.1.
Project Agreement: the agreement between the Client and Independent Consultant.
Project: an assignment to be undertaken by an Independent Consultant for the Client.
VAT: value added tax chargeable
1.2 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 assignees.
1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. References to clauses and Schedules are to the clauses and Schedules of this agreement.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.7 A reference to writing or written includes fax and e-mail.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. INFORMATION PROVIDED BY THE CLIENT
For each Project, the Client shall provide ProjeX or the Independent Consultant (where applicable) with details of:
(a) the date on which the Client requires the Independent Consultant to commence the Project and the likely duration of the Project;
(b) the Project which the Client seeks to complete, including the type of work the Independent Consultant, with sole responsibility for the Project and for meeting the key deliverables, would be required to do, the proposed budget, the location at which and, if the Consultant provides the services at the Client’s premises, any health or safety risks known to the Client and what steps the Client has taken to prevent or control such risks;
(c) the experience, training, qualifications, key deliverables, and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Independent Consultant to possess in order to complete the Project; and
(d) any expenses payable by or to the Independent Consultant.
(e) the information provided by the Client on the site must only be for the sole purpose of finding an Independent Consultant to fulfil its project needs.
3. INTRODUCTION OF INDEPENDENT CONSULTANTS
3.1 As a non-obligatory value added service, the client may engage ProjeX for Search Service (Search Service fee applicable) to introduce to the Client Independent Consultants who meet the criteria for the Project as notified by the Client in accordance with clause 2.
3.2 The Independent Consultant Fee may be fixed or periodical and is agreed by the Client and the Independent Consultant. The Client and the Independent Consultant shall use the platform for all material negotiations prior to agreeing terms.   
3.4 In cases of unsuitable or unsatisfactory work the provisions of clause 7.2 shall apply.
3.7 Any variation to the services, remuneration or any other aspect of the agreement shall be agreed by the parties in writing.  
4. PAYMENT OF THE CHARGES
4.1 ProjeX’s fee shall be:
(a) payable by the Client and received by ProjeX before the client post any advertisements; and
(c) payable by the Client on the day the Consultant starts the project (for Search Services)
(b) made through the ProjeX site / bank transfer / cheque.
4.2 The Client shall pay to ProjeX the credit fee, and the Search Service Fee (where applicable) (together the Charges).   
4.3 ProjeX shall send to the Client an invoice for the Charges and Expenses (where applicable) and the administration fee (payable in accordance with clause 4.8) at the intervals set out in the Project Agreement and the Client shall pay ProjeX within 14 days of the date of the invoice.   
4.4 For the avoidance of doubt, the Client shall not be required to pay Independent Consultant Fees for any services not provided by the Independent Consultant.  
 4.5 The Charges are exclusive of VAT, which where applicable shall be added to the Charges at the prevailing rate.
4.6 If the Client fails to make any payment due to ProjeX under this agreement by the due date for payment then the Client shall pay interest on the overdue amount at the rate of 8 per cent per annum above. Such interest shall accrue on a daily basis from the due date until receipt of payment of the overdue amount and the accrued interest.
4.7 If the parties have agreed that Expenses are to be paid by ProjeX to the Independent Consultant, ProjeX may invoice the Client for those Expenses separately and in addition to the Charges.  
4.8 Where ProjeX is responsible for the payment of Expenses in accordance with 4.7, ProjeX shall charge an administration fee of 7.5 per cent of the total Expenses.  
5. ENGAGEMENT OF INDEPENDENT CONSULTANT AND INTRODUCTIONS TO THIRD PARTIES  
5.1 If, following the Introduction of the Independent Consultant by ProjeX to the Client, the Client Engages the Independent Consultant within 12 months of the later of the date of the Introduction or the date of the end of a Project, the Client will pay to ProjeX 22 per cent of the first year remuneration including any bonuses and payments in kind (“Search Service Fee”), payable by the Client to the Independent Consultant.
5.2 All Introductions are confidential and personal to the Client. Any Communication by the Client to a third party which results in the Engagement of the Independent Consultant within 12 months of the later of the date of the Introduction or the date of the end of a Project will render the Client liable to pay ProjeX the Search Service Fee as defined in clause 5.1.
6. CONFIDENTIALITY
6.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.
6.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 Subject to clause 6.4, no party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.
6.4 The Client consents and allows ProjeX to use the Client’s name and logo for the purposes of advertising and marketing ProjeX’s business.   
7. TERM
7.1 This agreement shall commence on the Commencement Date, and shall continue, unless terminated earlier in accordance with clause 8, until either party gives to the other party no less than 30 Business Days notice to terminate such notice to expire on or after the end of any Project.   
7.2 Notwithstanding clause 7.1, either party may terminate any Project with immediate effect in accordance with the Agreement with the Independent Consultant.
8. DEFAULT AND EARLY TERMINATION
Without affecting any other right or remedy available to it, ProjeX may terminate this agreement with immediate effect by giving written notice to the Client if:
(a) the Client commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of receipt of notice in writing to do so; and
(b) the Client 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.
9. EFFECT OF EARLY TERMINATION
9.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
9.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
10. ANNOUNCEMENTS
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11. DATA PROTECTION COMPLIANCE
To the extent that any data or information held or disclosed by either party is personal data within the meaning of the Data Protection Act or equivalent legislation in the territory, each party agrees that:
(a) it will process such data and information only in accordance with the other party’s instructions; and
(b) it will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the other party as data controller.
12. WARRANTIES  
Each party warrants that it has full capacity, and a person entering into this agreement on behalf of a body corporate warrants that they have full authority to enter into and perform this agreement.
13. NON-SOLICITATION
The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.
14. PROJECT AND OTHER DEALINGS
Neither party shall assign, transfer, mortgage, charge, 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.
15. NO PARTNERSHIP OR AGENCY
15.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture 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.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16. ENTIRE AGREEMENT  
16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Notwithstanding clause 16.1, where the Client has signed both an online contract and a physical contract, the terms of the physical contract shall prevail.
17. LIMITATION OF LIABILITY
17.1 Nothing in this agreement shall limit or exclude ProjeX’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;  
(b) fraud or fraudulent misrepresentation; and
(c) any other liability which cannot be limited or excluded by applicable law.
17.2 Subject to clause 17.1, ProjeX shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
17.3 Subject to clause 17.1, ProjeX’s total liability to the Client, whether in contract, tort (including negligence), breach of its statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Charges that the client paid for that specific credit / project which the conflict arises.  
17.4 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement save in respect of liability arising as a consequence of fraud or fraudulent misrepresentation.
18. THIRD PARTY RIGHTS
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
19. SEVERANCE
19.1 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 clause shall not affect the validity and enforceability of the rest of this agreement.
19.2 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.
20. FORCE MAJEURE
Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
21. GOVERNING LAW AND JURISDICTION
21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore.
21.2 Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
22. COUNTERPARTS
This agreement may be signed in duplicate, each of which, when signed, shall be original, and all the duplicates together shall constitute the same agreement. Faxed or scanned signatures shall be as effective as original signatures.
This agreement has been entered into on the date stated at the beginning of it.

BACKGROUND
A. The Independent Consultant or Freelancer (hereby referred to as “Independent Consultant” and as defined below) is exceptionally qualified and experienced in their field.  
B. ProjeX (defined below) has developed relationships with Clients who may require Project Services from the Independent Consultant.  
C. ProjeX is an online platform where the Independent Consultant and Clients have the ability to connect with each other with a view to agree terms for the provision of Project Services.
D. This agreement sets out the terms on which ProjeX agrees to facilitate the connection of the Independent Consultant to Clients (together referred to as the “parties”) through the Independent Consultant’s application available on the Platform.   
E. ProjeX’s liability is limited as set out in clause 15.
F. The Independent Consultant and Client are responsible for agreeing and entering into terms as between them.
AGREED TERMS  

1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Client(s): means a client (or clients) of PROJEX’S.  
Fee Note: as defined in clause 3.2.
Force Majeure Event: means an event beyond either party’s reasonable control including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility services or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, food, storm or default of suppliers or subcontractors.
Independent Consultant or Freelancer: the person who enters into this agreement.
Independent Consultant Fee: the amount payable by the Client to the Independent Consultant in relation to any Project as specified in the relevant Project Agreement.  
Insurance Policies: commercial general liability insurance cover, professional indemnity insurance cover, employer's liability insurance cover and public liability insurance cover.
ProjeX: means Catalyst Talent Strategy Consulting Pte Ltd incorporated and registered in Singapore with company number 201525092R whose registered office is at 10 Anson Road #26-04 International Plaza Singapore (079903).
Platform: the online platform developed and hosted by ProjeX.
Project: an assignment to be undertaken by the Independent Consultant for a Client.
Project Agreement: the agreement between a Client and the Independent Consultant for the provision of the Project Services by the Independent Consultant to that Client.
Project Services: the consulting services provided by the Independent Consultant to a Client as set out in the relevant Project Agreement.  
Project Term: means the term of any Project Agreement.  
1.2 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 assignees.
1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement.  Any reference to this agreement includes the Schedules.  References to clauses and Schedules are to the clauses and Schedules of this agreement.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.7 A reference to writing or written includes fax and e-mail.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.10 Unless the context otherwise requires, a reference to the Independent Consultant includes a reference to a person working on the Project Services on behalf of the Independent Consultant in any Capacity.

2. USE OF THE PLATFORM BY THE INDEPENDENT CONSULTANT
2.1 The Independent Consultant shall apply online to ProjeX for access to the Platform and ProjeX may, but is under no obligation to, allow the Independent Consultant to access the Platform, register their contact details and professional information and enter into correspondence with Clients with a view to provide Project Services to such Clients.   
2.2 ProjeX shall connect the Independent Consultant with Projects on the Platform and the Independent Consultant may make a proposal to the relevant Client in relation to a Project.    
2.3 Once the Independent Consultant and Client have agreed the terms of a Project, the Independent Consultant and the Client shall generate a Project Agreement on their own accord.  
2.4 Any project agreement that the Independent Consultant and client enters into is at the discretion and will of the two parties.
2.5 The Independent Consultant agrees to notify ProjeX if the Client expresses interest in engaging the Independent Consultant as an permanent, contract, full time or part time employee.
2.6 The Independent Consultant agrees to hold ProjeX harmless for any non-performance, security breach and malfunction of the Platform.

3. PAYMENT OF THE INDEPENDENT CONSULTANT FEE
3.1 The Independent Consultant Fee is agreed between the Client and the Independent Consultant.  
3.2 For the avoidance of doubt, the Independent Consultant and the Client shall manage the payment of fee between themselves.   

4. STATUS  
4.1  The relationship of the Independent Consultant to ProjeX shall be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of ProjeX and the Independent Consultant shall not hold themselves out as such.  
4.2  This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Independent Consultant shall be fully responsible for and shall indemnify ProjeX for and in respect of:  
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Project Services, where the recovery is not prohibited by law. The Independent Consultant shall further indemnify ProjeX against all costs, expenses and any penalty, fine or interest incurred or payable by ProjeX in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and  
(b) any liability arising from any employment-related claim or any claim based on or related to worker status (including all costs, expenses, legal fees, and any penalty, fine or interest incurred or payable by ProjeX in connection with or in consequence of any such liability, deduction, contribution, assessment or claim) brought by or on behalf of the Independent Consultant against ProjeX arising out of or in connection with the provision of the Project Services.  

5. DUTIES AND OBLIGATIONS FOR THE INDEPENDENT CONSULTANT  
5.1 The Independent Consultant shall provide the Project Services that are approved by the Client and as set out in the Project Agreement.
5.2 During the Project Term, the Independent Consultant shall provide the Project Services with all due care, skill and ability and use their best endeavours to promote the interests of the Client.
5.3 If the Independent Consultant is unable to provide the Project Services due to illness or injury, the Independent Consultant shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Independent Consultant Fee shall be payable under clause 3 in respect of any period during which the Project Services are not provided.
5.4 During the Project Term, the Independent Consultant shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
5.5 Unless they have been specifically authorised to do so by the Client in writing, the Independent Consultant shall not:
(a) have any authority to incur any expenditure in the name of or for the account of the Client; or
(b) hold themselves out as having authority to bind the Client.

6. OTHER ACTIVITIES
Nothing in this agreement shall prevent the Independent Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Project Term provided that:
(a) such activity does not cause a breach of any of the Independent Consultant's obligations under this agreement; or
(b) such activity does not relate to a business which is similar to or in any way competitive with the business of the Client or of ProjeX without the prior written consent of the Client or ProjeX (as the case may be).  

7. TERM  
7.1  This agreement shall commence on the date of the Independent Consultant’s application to access the Platform, and shall continue until either party gives to the other party one week written notice to terminate, such notice to expire on or after the end of any ongoing Project Term.
7.2 Notwithstanding clause 7.1 either party may terminate this agreement with immediate effect in accordance with clause 8.

8. DEFAULT AND EARLY TERMINATION
8.1  Without affecting any other right or remedy available to it, ProjeX may terminate this agreement with immediate effect (and with no liability to make any further payment to the Independent Consultant other than in respect of amounts accrued before the termination date) by giving written notice to the Independent Consultant if:  
(a) The Independent Consultant commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 14  days of receipt of notice in writing to do so;  
(b) The Independent Consultant 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 the terms of this agreement;
(c) The Independent Consultant, being an individual, is convicted of any criminal offence (other than an offence under any road traffic legislation in Singapore or elsewhere for which a fine or non-custodial penalty is imposed);  
(d) The Independent Consultant is in the reasonable opinion of ProjeX or the relevant Client negligent or incompetent in the performance of the Project Services;
(e) The Independent Consultant makes any arrangement with or for the benefit of his creditors, has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets, ceases, or threatens to cease, to carry on business, or (being an individual) is the subject of a bankruptcy petition or order, or any event occurs, or proceeding is taken, with respect to the Independent Consultant in any part of the world that has an effect equivalent or similar to any of the events mentioned in this paragraph (e); or  
(f) The Independent Consultant commits any fraud or dishonesty or acts in any manner which in the opinion of ProjeX brings or is likely to bring the Independent Consultant or ProjeX or a Client into disrepute or is materially adverse to the interests of ProjeX or a Client.  
8.2  The rights of ProjeX under clause 8.1 are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by ProjeX in exercising its rights to terminate shall not constitute a waiver of these rights.  

9. EFFECT OF TERMINATION  
9.1  Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
9.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

10. ANNOUNCEMENTS
Neither party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11. DATA PROTECTION  
11.1  The Independent Consultant consents to ProjeX holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Personal Data Protection Act) relating to the Independent Consultant.  
11.2  The Independent Consultant consents to ProjeX making such information available to Clients and potential Clients, to those who provide products or services to ProjeX (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and to potential purchasers of ProjeX or any part of its businesses.  
11.3  The Independent Consultant consents to the transfer of such information to ProjeX’s business contacts outside Singapore in order to further its business interests.
11.4  To the extent that any data or information held or disclosed by either party is personal data within the meaning of the Personal Data Protection Act or equivalent legislation in the territory where the Independent Consultant is located, each party agrees that:
(a) it will process such data and information only in accordance with the other party’s instructions; and
(b) it will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the other party as data controller.

12. CONFIDENTIAL INFORMATION, INSIDER INFORMATION AND INTELLECTUAL PROPERTY
12.1 Either party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.
12.4 The Independent Consultant acknowledges that during the course of a Project Term they may have access to:
a) confidential information of the Client. The Independent Consultant agrees to enter into and adhere to confidentiality provisions contained in the relevant Project Agreement; and
b) inside information about the Client or the Client’s business contacts. Inside information is broadly defined as: specific and precise information, not made public, likely to have a significant effect on any securities (stocks & shares for example) if it were to be made public and relating to particular securities. The Independent Consultant shall not use or disclose to any person either during or at any time after a Project Term any inside information which may come to their knowledge in the course of providing the Project Services. It is an offence to deal in securities when in possession of inside information or have inside information and encourage another person to deal.
12.5 The Independent Consultant acknowledges that any and all intellectual property generated by the Independent Consultant in the course of providing the Project Services during a Project Term belongs to the relevant Client in accordance with the provisions of the relevant Project Agreement.     

13. WARRANTIES  
13.1 The Independent Consultant warrants and represents that all information that it gives or has given to ProjeX in connection with this agreement, including without limitation in respect of the their identity, personal details, qualifications, training and experience, is true, accurate and complete.  
13.2 The Independent Consultant agrees to update and keep updated ProjeX and the Client if there is any change to the information provided in accordance with clause 13.1.

14. INDEPENDENT CONSULTANT’S LIABILITY The Independent Consultant agrees to fully indemnify ProjeX in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by ProjeX arising out of or in connection with: any:
a) breach of clause 12; or
b) breach of the warranties set out in clause 13.  

15. LIMITATION OF LIABILITIES
15.1  Nothing in this agreement shall limit or exclude ProjeX’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;  
(b) fraud or fraudulent misrepresentation; and
(c) any other liability which cannot be limited or excluded by applicable law.
15.2 ProjeX shall have no liability to the Independent Consultant whatsoever in respect of any Project.
15.3  ProjeX gives no warranties whatsoever in relation to any Client, Project or the Platform and shall have no liability to the Independent Consultant in respect of any acts of omissions of any Client or the employees, officers or agents of any Client. ProjeX has no obligation to provide the Independent Consultant with any connection to Client or Projects other than in accordance with this agreement.
15.4 If the registration and Profile Setting on ProjeX is done on behalf of the consultant, the consultant is deem to agree that he / she agrees with the use of his / her personnal information for the use of the registration and Profile Setting and holds ProjeX harmless of any ommission or inaccuracy.
15.5 ProjeX does not guarantee in anyway, any projects leads or deals.

16. PROJECT AND OTHER DEALINGS
Neither party shall assign, transfer, mortgage, charge, 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 being unreasonably withheld or delayed, provided that ProjeX shall have the right to assign this agreement to a subsidiary, holding or parent company (and any of their subsidiaries) of ProjeX on prior written notice to the Independent Consultant.

17. NO PARTNERSHIP OR AGENCY
17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.
17.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18. ENTIRE AGREEMENT  
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19. INSURANCE  
The Independent Consultant shall maintain at its sole expense adequate Insurance Policies covering the performance of the Project Services by the Independent Consultant.  

20. 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.  

21. THIRD PARTIES  
21.1 The terms of this agreement including but not limited to clause 12 and clause 13 are enforceable against a person acting on behalf of the Independent Consultant in any Capacity.  
21.2 Except as expressly provided in clause 21.1, no person other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of the terms of this agreement.

22. ASSIGNMENT AND OTHER DEALINGS
22.1 The Independent Consultant shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
22.2 ProjeX may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

23. SEVERANCE
23.1 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 clause shall not affect the validity and enforceability of the rest of this agreement.
23.2 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.

24. FORCE MAJEURE
Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.

25. GOVERNING LAW AND JURISDICTION
25.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore.
25.2 Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

26. COUNTERPARTS
This agreement may be signed in duplicate, each of which, when signed, shall be original, and all the duplicates together shall constitute the same agreement. Faxed or scanned signatures shall be as effective as original signatures.
This agreement has been entered into on the date stated at the beginning of it.