Referrer Terms & Conditions

The following terms and conditions (these “Terms” or the “Terms”) form part of the Agreement.

All references to “party” shall mean CrossLife or you; and “parties” shall mean CrossLife and you. All references in these Terms to “Referrer”, “you”, “he”, “his” or “him” shall include a reference to a female person as well as a corporate entity (as applicable).

All references in these Terms to CrossLife shall include a reference to subsidiaries and affiliated companies of CrossLife as well as companies related to CrossLife within the meaning of section 6 of the Companies Act (Cap 50).

1 Interpretation

1.1 In these Terms, unless the context otherwise requires:

“Agreement” means the written agreement entered into and signed by the parties under which CrossLife engages the Referrer to introduce and refer the Products. For the avoidance of doubt, these Terms form part of the Agreement;

“Business” means the business of CrossLife in introduction and referring the Products to the public for profit through referrer for and on behalf of Product Owners;

“Control” means either ownership of more than fifty per cent (50%) of the voting share capital (or equivalent right of ownership) of the Referrer, or power to direct its policies and management, whether by contract or otherwise.

“Force Majeure” means, in relation to a party, an act of God (including fire, flood, earthquake, storm, hurricane or other natural disasters), pandemic, epidemic, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service or any other cause similar to the causes above which are beyond the reasonable control of that party;

“Intellectual Property” means any patent, copyright, registered design, trade mark or other industrial or intellectual property right, and applications for any of the foregoing;

“Material Adverse Effect” means in the opinion of CrossLife a material adverse effect on:

  1. the business, condition (financial or otherwise), operations, performance, property, assets or prospects of the Referrer;

  2. the ability of the Referrer to perform his obligations under the Agreement;

  3. the legality, validity or enforceability of the Agreement; or

  4. any rights or interests of CrossLife under the Agreement.

 

“Periodic Referral Quantum” means the minimum Product referrals quantum tier for each defined period. Periodic Referral Quantum can be based on weekly, monthly or yearly referrals;

“Products” means such products or services which you have been engaged to introduce and refer as set out and referred to in Schedule 2 to the Agreement and such other products or services which are from time to time notified in writing by CrossLife to the Referrer;

“Product Owner” means the creator, owner and/or manufacturer of the Products;

“Quarter” means each period of three months ending on March 31, June 30, September 30 or December 31;

“Restricted Information” means any information which is disclosed to the Referrer by CrossLife or the Product Owner pursuant to or in connection with these Terms (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, the existence and terms of these Terms, the name and other details of the Product Owner; the internal costing, details and any information concerning the Products, information or materials on the employees, agents, contractors or sub-contractors, corporate structure, introducing plans, referral plans, suppliers, clients, customers, client lists, customer lists of CrossLife or the Product Owner;

“Referrer” means you;

“CrossLife” means CrossLife Concierge Pte Ltd;

“Territory” means Singapore;

“Terms” mean the terms and conditions set out in this document and which form part of the Agreement;

“Year” means the period of 12 months from the date of these Terms and each subsequent consecutive period of 12 months during the period of these Terms.

1.2Any reference in the Agreement to “writing” or related expressions includes a reference to cable, facsimile transmission, email or comparable means of communication.

1.3Any reference in the Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.4The headings in the Agreement are for convenience only and shall not affect its interpretation.

2 Appointment of Referrer

2.1You understand and agree that:

2.1.1you are engaged by CrossLife as the non-exclusive referrer for the introduction and referral of the Products in the Territory;

2.1.2although you are engaged by CrossLife to introduce and refer the Products, CrossLife may not be the Product Owner for all Products;

2.1.3CrossLife may be engaged by the Product Owner or the Product Owner’s introduction and referral agent (which may be a company related to CrossLife or may be an unrelated third-party entity) to introduce and refer the Products;

2.1.4where CrossLife is engaged by the Product Owner or the Product Owner’s introduction and referral agent to introduce and refer the Products, you may be instructed by CrossLife to and if so, you shall in such circumstances, represent yourself as being the Referrer of the Product Owner.

3 The Referrer’s duties to CrossLife

3.1The Referrer shall:

3.1.1act in the best interests of CrossLife and not allow his interests to conflict with the duties that he owes to CrossLife;

3.1.2act towards CrossLife dutifully and in good faith.

3.1.3   serve CrossLife as referrer with all due and proper diligence;

3.1.4   observe and comply with all instructions given by CrossLife;

3.1.5   observe and comply with all rules and regulations published by CrossLife pertaining to the conduct of all of its Referrers;

3.1.6use his best endeavours to promote and introduce the Products to customers and prospective customers in the Territory, increase the referral of the Products in the Territory and to improve the goodwill of CrossLife in the Territory;

3.1.7conduct himself in a manner consistent with the image, reputation and credibility of CrossLife and shall not engage in any activities which or is liable to adversely affect the reputation of CrossLife or the Product Owner;

3.1.8be contactable and able to carry out and perform properly and fully all of the Referrer’s responsibilities under the Agreement during normal business hours;

3.1.9only introduce and refer the Products in accordance with the instructions of CrossLife adopting only the pricing and product information supplied or approved by CrossLife;

3.1.10cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles;

3.1.11pass on promptly to CrossLife all information useful for the business of CrossLife or third parties engaging CrossLife for its services including that relating to introducing referral prospects, product reliability, competitor activity and unauthorised use by third parties of the Products’ trade marks, patents or other intellectual or industrial property rights.

3.2The Referrer is aware and agrees that:

3.2.1the Products are referred to customers on the condition that except for mandatory warranties which cannot be excluded by law, CrossLife makes no warranties or representations express or implied, with regards the design, merchantability, quality, condition, functionality and/or fitness for a particular purpose of the Products;

3.2.2CrossLife shall not be responsible for any damages or loss suffered by the customer as a result of any defect or inadequacy in the Products; and

3.2.3the Referrer shall not hold CrossLife responsible and shall have no claim against CrossLife for any loss or damage suffered by the Referrer as a result of any defect or inadequacy in the Products.

3.3Subject as provided in these Terms and to any directions which CrossLife may from time to time properly give, the Referrer shall be entitled to perform his duties under these Terms in such manner as it may think fit.

3.4The Referrer shall at his expense:

3.4.1attend meetings with representatives of CrossLife and such customers or prospective customers in the Territory as may be necessary for the performance of his duties under these Terms;

3.4.2make such calls upon customers or potential customers in the Territory for the purpose of promoting the Products as may be necessary to promote the referral of the Products; and

3.4.3attend such talks, trade exhibitions, road-shows and other referral outlets in the Territory as CrossLife may think commercially suitable for the purpose of promoting the Products.

3.5The Referrer shall not be authorised to sign any contract on behalf of CrossLife or any Product Owner and shall promptly refer to CrossLife all referral orders or enquiries concerning the Products from customers and prospective customers, together with such customer information and consents as may be required by CrossLife. The Referrer shall only use a written Order/Enquiry Form drafted and/or approved by CrossLife for this purpose.

3.6The Referrer shall in all dealings concerning the Products describe himself as “Referrer” for CrossLife, the Product Owner or such other entity instructed by CrossLife.

3.7If instructed to do so by CrossLife, the Referrer shall be responsible for obtaining all licences, permits and approvals for the performance of his duties under these Terms.

3.8The Referrer shall comply with all applicable laws and regulations relating to the referral of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labelling of the Products).

3.9The Referrer shall from time to time keep CrossLife fully informed of the Referrer’s promotional and introduction activities in respect of the Products and shall, at the written request of CrossLife, provide CrossLife with a detailed report of such activities.

3.10The Referrer shall keep CrossLife informed of conditions in the introduce for the Products in the Territory, and of competing products and the activities of CrossLife’s competitors in the Territory.

3.11The Referrer shall immediately inform CrossLife of:

3.11.1any complaint or after-referral enquiry concerning the Products which is received by the Referrer;

3.11.2any matters likely to be relevant in relation to the manufacture, referral, use or development of the Products within or outside the Territory;

3.11.3any litigation, arbitration, tax claim, dispute or insolvency proceedings to which the Referrer is a party or is affecting him or his assets, in each case the determination of which could have a Material Adverse Effect;

3.11.4any event or series of events, whether related or not, occurs which has or could reasonably have a Material Adverse Effect;

3.11.5any change in Control of the Referrer; and/or

3.11.6any bid or attempt by a third party, or group of third parties acting in concert, to acquire Control of the Referrer.

3.12The Referrer shall not:

3.12.1pledge the credit of CrossLife in any way;

3.12.2make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with the trade names, trademarks, or other means of identification on the Products;

3.12.3use any advertising, promotional or referring materials in relation to the Products except those supplied or approved by CrossLife;

3.12.4create, distribute or use any materials or participate in any events which infringes upon the Intellectual Property of CrossLife, the Product Owner or third parties;

3.12.5engage in any conduct which, in the opinion of CrossLife, is prejudicial to CrossLife’s business or the introduction of the Products generally; or

3.12.6be concerned or interested either directly or indirectly in the manufacture, referral, promotion, introduction or importation into the Territory of any goods which compete with the Products.

3.13In circumstances where CrossLife has instructed the Referrer to refer the Products on behalf of the Product Owner or the Product Owner’s introduction and referral agent; and/or has instructed the Referrer to represent himself as being the Referrer of the Product Owner or the Product Owner’s introduction and referral agent, then the Referrer shall owe the duties set out above at Clauses 3.1 to 3.11 herein jointly to both CrossLife and the Product Owner/the Product Owner’s introduction and referral agent.

3.14Where the instructions/interests of CrossLife and the instructions/interests of the Product Owner/the Product Owner’s introduction and referral agent are in conflict, the Referrer shall regard his duties to CrossLife as having priority and shall in such circumstances of conflict, comply with the instructions and act in the interests of CrossLife.

4 Referral of Products

4.1All referral of the Products by the Referrer on behalf of CrossLife shall be made on such terms and conditions as CrossLife may from time to time specify in writing to the Referrer, and accordingly:

4.1.1the Referrer shall, in the course of dealing with all customers and prospective customers for the Products in the Territory, bring to their notice such terms and conditions; and

4.1.2the Referrer shall not make or give any promises, warranties, guarantees or representations concerning the Products other than those contained in those terms and conditions of referral.

4.2All referral of the Products by the Referrer on behalf of CrossLife shall be at the price specified in the price lists which shall from time to time be supplied to the Referrer for the purpose by CrossLife, subject to such discounts and other deductions as CrossLife may approve in writing. It shall be a material breach of the Agreement if the Referrer introduces and refers the Products at a lower price than the price specified by CrossLife or offers a “price rebate” or discount to the buyer which was not approved by CrossLife in writing.

4.3All offers obtained by the Referrer from third parties to buy the Products are subject to acceptance by CrossLife or the Product Owner at its sole and absolute discretion and no introduction communications or materials circulated by the Referrer to prospective buyers shall contain any statement which suggests otherwise or is inconsistent with that. The Referrer shall have no authority on his own to make any acceptance or delivery commitments to any third parties and shall not have any authority to enter into any binding any contracts or agreement on behalf of CrossLife or the Product Owner.

4.4Upon acceptance of an offer from a buyer to purchase the Product, the Referrer shall collect the buyer’s personal details using a form prepared by CrossLife and arrange for the buyer to enter into a Sale and Purchase Agreement with the Product Owner or such other agreements or documents as are required by the Product Owner to be prepared and signed. Where CrossLife is the Product Owner, the Referrer shall arrange for the buyer to enter into a Sale and Purchase Agreement with CrossLife. The Referrer shall only collect such amounts of payments from the buyer and remit such amounts to CrossLife, the Product Owner or parties representing the Product Owner as are authorised and instructed in writing by CrossLife.

4.5Title to the Products shall at no time pass to the Referrer, and the Referrer shall ensure that any inventory of Products kept by the Referrer are separately stored on his premises and marked as being the property of CrossLife or the Product Owners.

4.6If so instructed by CrossLife to maintain an inventory of Products, and within a reasonable time after the conclusion of the Agreement, CrossLife and the Referrer shall agree on the inventory levels in relation to each of the Products to be introduce and referred by the Referrer.

4.7The Referrer shall meet the Periodic Referral Quantum for all Products which he has been tasked to introduce and refer. If the Referrer fails to meet the Periodic Referral Quantum for any [three consecutive periods], CrossLife shall be entitled to remove that Product from the list of Products to be introduced and referred by the Referrer. A failure to meet the Periodic Referral Quantum for any [three consecutive periods] shall constitute a material breach of the Agreement and CrossLife shall be entitled to terminate the Agreement and the Referrer’s engagement in accordance with the terms of the Agreement.

4.8Where the Referrer is required to keep stocks of the Products, the Referrer shall:

4.8.1subject maintain sufficient stocks of the Products to meet orders promptly and in accordance with each order which it accepts on behalf of CrossLife;

4.8.2keep CrossLife informed from time to time of his requirements to enable CrossLife to deliver to the Referrer sufficient quantities of the Products; and

4.8.3not accept orders of Products in excess of agreed stock levels without the prior agreement of CrossLife.

5 Code of Conduct

5.1Every Referrer shall, without being asked to do so, on initial contact with a prospective customer identify himself, the entity he represents, the nature of the Products and the purpose of his solicitation to the prospective customer.

5.2No Referrer shall engage in referral or recruiting practices that are unfair, misleading or deceptive or otherwise not in compliance and accordance with the relevant Singapore laws. No Referrer shall, in particular, take advantage of a consumer’s lack of commercial experience, age, illness, or lack of understanding or unfamiliarity with a language. In addition, no Referrer shall induce or mislead a customer into using a product with the intention of depriving the customer of his right to cancel an order or contract under any applicable legislation.

5.3The Referrer shall be required to be familiar and comply with the requirements of the Consumer Protection (Fair Trading) Act (Cap. 52A), the Consumer Protection (Fair Trading) (Cancellation of Contracts) Regulations 2009, the Consumer Protection (Fair Trading) (Opt-Out Practices) Regulations 2009, and all other relevant regulations and any and all subsequent amendments to such legislation and subsidiary legislation.

5.4The Referrer shall ensure that the offer of the Products for referral and any product explanations and demonstrations by him shall be accurate and truthful and based only on information obtained from CrossLife, the Product Owner or the Product Owner’s introduction and referral agent. The Referrer shall give accurate and understandable answers to all questions from consumers concerning the Product.

5.5The Referrer shall not use any testimonial or endorsement that is unauthorized, untrue, obsolete or otherwise inapplicable, unrelated to the offer or used in any way likely to mislead the consumer. Where applicable, product claims and product registration shall be in compliance with the requirements of the law and the relevant government agencies including Health Sciences Authority, Ministry of Health, the Advertising Standards Authority of Singapore and or any other authorities where appropriate.

5.6Every contact made with a prospective customer that is initiated by a Referrer shall be done during reasonable hours and any presentation or demonstration shall be discontinued promptly upon the request of the customer. The Referrer shall take appropriate steps to ensure the protection of all private information provided by a consumer or a potential consumer.

5.7The Referrer shall refrain from unfairly comparing or denigrating any other firm, company, products, its referral and introduction plan, or any other feature of another product or company, whether directly or by implication. The Referrer shall also not use comparisons which are misleading. Points of comparison shall be based on facts which can be substantiated.

5.8A Referrer shall not induce customers to purchase the Products based upon the representation that customers can reduce or recover the purchase price by referring prospective customers to the referers for similar purchases, if such reductions or recovery are contingent upon some uncertain, future event.

5.9Every Referrer shall comply with such other codes of conduct for referral personnel as published by CrossLife and notified to the Referrer from time to time.

6 Intellectual property

6.1The Referrer shall promptly and fully notify CrossLife of any actual, threatened or suspected infringement in the Territory of any Intellectual Property of CrossLife, the Product Owner or the Product Owner’s introduction and referral agent which comes to the Referrer’s knowledge and notice, and of any claim by any third party so coming to his notice that the importation of the Products into the Territory, or their referral in the Territory, infringes any rights of any other person, and the Referrer shall, at the request and expense of CrossLife, do all such things as may be reasonably required to assist CrossLife in taking or resisting any proceedings in relation to any such infringement or claim.

6.2Nothing in this Agreement shall give the Referrer any rights in respect of any trade names or trademarks or Intellectual Property used by CrossLife in relation to the Products or of the goodwill associated with them, and the Referrer acknowledges that, except as expressly provided in these Terms, it shall not acquire any rights in respect of any trade names or trademarks and that all such rights and goodwill are, and shall remain, vested in CrossLife, the Product Owner or the Product Owner’s introduction and referral agent.

6.3The Referrer shall not use in the Territory any Intellectual Property of CrossLife, the Product Owner or the Product Owner’s introduction and referral agent (including any trademarks or trade names) unless authorised to do so in writing by CrossLife and such use shall be subject to the conditions stated in CrossLife’s written authorisation and consent.

6.4The Referrer shall not use in the Territory any intellectual property (including trade names or trademarks) so resembling the Intellectual Property or trade names/trademarks of CrossLife, the Product Owner or the Product Owner’s introduction and referral agent as to be likely to cause confusion or deception.

6.5The Referrer shall, at the expense of CrossLife, the Product Owner or the Product Owner’s introduction and referral agent, take all such steps as CrossLife may reasonably require to assist CrossLife in maintaining the validity and enforceability of the Intellectual Property of CrossLife during the continuance of these Terms.

6.6Without prejudice to the right of the Referrer or any third party to challenge the validity of any Intellectual Property of CrossLife, the Referrer shall not do or authorise any third party to do any act which would or might invalidate, or be inconsistent with, the Intellectual Property of CrossLife and shall not omit or authorise any third party to omit to do any act which, by his omission, would have that effect or character.

7 Rights and duties of CrossLife

7.1CrossLife shall during the continuance of this Agreement act towards the Referrer dutifully and in good faith.

7.2CrossLife shall be entitled from time to time to extend the range of the Products, or discontinue or otherwise revise or change any of the Products, upon giving not less than 7 days written notice to the Referrer.

7.3CrossLife shall also be entitled from time to time to revise, amend or change any of the Terms, upon giving not less than 7 days written notice to the Referrer.

7.4CrossLife shall:

7.4.1at its own expense promptly supply the Referrer with such samples, catalogues, price lists, terms and conditions of referral, advertising, promotional and referring materials, literature and information as the Referrer may from time to time reasonably require for the purpose of the promotion and referral of the Products in the Territory;

7.4.2supply to the Referrer any information which may come into its possession which may assist the Referrer to effect referral pursuant to these Terms;

7.4.3supply the Referrer with such stocks of the Products as the parties may from time to time agree;

7.4.4promptly and efficiently refer any after referral enquiry relating to the Products raised by a customer in the Territory to the Product Owner or the Product Owner’s introduction and referral agent; and

7.4.5notwithstanding anything to the contrary in these Terms, give such notice to the Referrer of any changes in the range of the Products, its terms or conditions of referral or its prices for the Products as will enable the Referrer to conduct the introduction and referral of the Products in an orderly manner.

8 Financial provisions

8.1A referral fee at the rate set out in the Agreement shall be paid to the Referrer for each successful referral of a Product to a buyer subject to the following conditions:

8.1.1the buyer must must have been located by the Referrer without any assistance howsoever from CrossLife or the Product Owner; and

8.1.2the buyer is one which:

8.1.2.1is not already known to CrossLife or the Product Owner prior to the referral or is not one which CrossLife had previously introduced to the Referrer on other matters and or transactions;

8.1.2.2had not earlier approached CrossLife or the Product Owner concerning the Products and or any matters concerning or in relation to the Products; or

8.1.2.3had not been identified or located by CrossLife or its employees.

8.2The Referrer agrees that the referral fee and benefits may be amended from time to time by CrossLife and the Referrer shall be given notice of all amended referral fee/benefits. 

8.3The Referrer shall have sole responsibility for the payment of any taxes which may be imposed on the referral fee and benefits paid or payable to him/her under this Agreement. Save where otherwise agreed by CrossLife in writing, the Referrer shall be responsible for the costs and expenses which he incurs for the purpose of and/or in the course of introduction and referring the Products.

8.4Save unless agreed in writing, and save for the referral fee payable for each Product referred by the Referrer, the Referrer shall have no other claims against CrossLife under this Agreement. 

9 Confidentiality & Non-Circumvention

9.1Except as provided by clauses 9.2 and 9.3, and save that the Referrer may disclose such information about the Products which have been authorised for disclosure to the customers or potential customers b CrossLife or the Product Owner, the Referrer shall during the continuance of these Terms and after its termination:

9.1.1keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and

9.1.2not use any Restricted Information for any purpose other than the performance of its obligations under the Agreement.

9.2Any Restricted Information may be disclosed by the Referrer to any governmental or other authority or regulatory body if so required by law.

9.3Any Restricted Information may be used by the Referrer for any purpose, or disclosed by the Referrer to any other person, to the extent only that:

9.3.1such Restricted Information is or has – at the time of disclosure – become public knowledge or information which is publicly available through no fault of the Referrer; or

9.3.2it can be shown by the Referrer, to the reasonable satisfaction of CrossLife, to have been known to the Referrer prior to its being disclosed by CrossLife to the Referrer.

9.4The Referrer shall not disclose Restricted Information to third parties or make or allow any use of the Restricted Information or any part of it to the competitive disadvantage of CrossLife, the Product Owner or the introduction agent engaged by the Product Owner (the “Interested Parties”), including by circumventing the Interested Parties in an attempt to gain a benefit while excluding the benefit of the Interested Parties. In particular, and without limiting the generality of the foregoing, the Referrer shall not, without limitation:

9.4.1deal directly with any party introduced to the Referrer by the Interested Parties unless with the written consent of the Interested Parties;

9.4.2use any ideas, concepts or business plans introduced to the Referrer by the Interested Parties, for a purpose other than the purpose contemplated by the Agreement; or

9.4.3establish or attempt to establish, or assisting other persons to establish a business that is the same or could be reasonably construed as being similar to the Business on the basis of Restricted Information or any variation or version thereof.

10 Personal Data

10.1CrossLife shall comply with the Personal Data Protection Act 2012 (the “PDPA”) with regard to any and all personal data (as defined in the PDPA) that CrossLife receives from the Referrer.

10.2The Referrer represents, warrants and undertakes that for any personal data of individuals that the Referrer will be or is disclosing to CrossLife, the Referrer will prior to disclosing such personal data to CrossLife, obtain the appropriate consent from the individuals whose personal data are being disclosed, to:

10.2.1permit the Referrer to disclose their personal data to CrossLife;

10.2.2permit CrossLife (in Singapore and/or elsewhere) to disclose their personal data to the Product Owner or such other third parties assisting in the referral and delivery of the Product;

10.2.3permit CrossLife and the Product Owner or its agents or service providers (in Singapore and/or elsewhere) to collect, use, disclose and/or process the individuals’ personal data in connection with and in order to complete the referral of the Product; and

10.2.4use or disclose the individuals’ personal data for the purposes of enabling CrossLife to introduce and promote the Products or other products/services related to the Products, to these individuals.

10.3The Referrer shall give CrossLife notice in writing as soon as reasonably practicable should it be aware that any individual above has withdrawn such consent as set out above.

10.4The Referrer agrees that all personal data disclosed to CrossLife under this Agreement shall belong to CrossLife.

11 Restrictions

11.1The Referrer warrants that he does not currently represent any entity whose business is to promote the referral of the Products or products similar to the Products in the Territory and shall not contact or use CrossLife’s or the Restricted Information in any way except for the performance of its obligations herein. The Referrer further undertakes that that during the course of this Agreement and for the period of one (1) year commencing from the termination of the same howsoever arising, the Referrer shall not, directly or indirectly, either alone or jointly or on behalf of any person, without the prior written consent of CrossLife :

11.1.1attempt to, participate in or effectively solicit, serve, interfere with, or entice away from CrossLife or the Product Owner any person, firm or company (or division or part thereof) at the date of such termination was a customer or client or supplier of or was in the habit of dealing with CrossLife or the Product Owner, and with whom the Referrer had contact or about whom it became aware or informed about in the course of this Agreement including any account of CrossLife or the Product Owner or any account under solicitation by CrossLife or the Product Owner;

11.1.2carry on or be engaged or interested in or assist any person carrying on any business directly competing in Singapore with CrossLife or the Product Owner, whether or not as a shareholder, partner, director, officer, employee, agent, consultant, representative or otherwise;

11.1.3take any steps that are preparatory to competing with the business of CrossLife or the Product Owner;

11.1.4directly or indirectly procure or obtain or accept for the Referrer’s own benefit (or the benefit of any person other than CrossLife or the Product Owner) any payment, rebate, discount, referral fee, voucher, gift or other benefit from any third party in respect of any business transacted or proposed to be transacted by or on behalf of CrossLife or the Product Owner;

11.1.5use Restricted Information or information received by the Referrer pursuant to this Agreement and which he would not otherwise receive or any part of it to the competitive disadvantage of CrossLife or the Product Owner.

11.2The Referrer expressly acknowledge that the restrictions in this Clause 11 are reasonable and necessary to give adequate protection to the interests of CrossLife or the Product Owner. Nevertheless, it is recognised that restrictions of this nature may fail for technical reasons.  Accordingly, if any of the above restrictions is, either by itself or taken with others, adjudged to be invalid as exceeding what is reasonable in all the circumstances for the protection of the interests of CrossLife or the Product Owner, but would be valid and enforceable if any particular restriction or restrictions were deleted or limited in a particular manner, or if the period or area thereof were reduced or curtailed, then the said restriction shall apply with such deletions, restrictions, limitations, reductions, curtailments and modifications as may be necessary to make it valid and enforceable.

11.3The Referrer also expressly acknowledges and agrees that damages are unlikely to be an adequate remedy for any breach by the Referrer of any restriction in this Clause and CrossLife or the Product Owner shall be entitled to injunctive and other equitable relief or other relief as provided in law.

12 Conflicts of Interest

12.1The Referrer shall not at any time during his engagement under this Agreement, without making a written declaration to and obtaining the prior written consent of CrossLife:

12.1.1directly or indirectly, be engaged, concerned or interested in any capacity in any business which competes with CrossLife or the Product Owner;

12.1.2take any steps that are preparatory to competing with the business of CrossLife or the Product Owner;

12.1.3directly or indirectly procure or obtain or accept for the Referrer’s own benefit (or the benefit of any person other than the CrossLife) any payment, rebate, discount, referral fee, voucher, gift or other benefit (with the exception of reasonable corporate entertainment) from any third party in respect of any business transacted or proposed to be transacted (whether or not by Referrer) by or on behalf of CrossLife and will immediately disclose and account to CrossLife any such payment or benefit received by Referrer  (or by any other person on the Referrer’s behalf or at the Referrer’s instruction); or

12.1.4by using any ideas, concepts or business plans introduced to the Referrer, for a purpose other than for the benefit of and in accordance with the business plan of CrossLife.

12.2The Referrer confirms that he had disclosed in writing to CrossLife all material circumstances existing at the date of this Agreement which would require the consent of CrossLife under the terms of this Agreement and all material circumstances in respect of which there is, or may be, a conflict of interest between CrossLife/the Product Owner and the Referrer or any of the Referrer’s connected persons.  The Referrer agrees to disclose fully to CrossLife any such material circumstances which may arise during the term of this Agreement.

 

13 Indemnities

13.1Unless otherwise expressly stated herein, CrossLife shall not be responsible for, and shall not be liable to indemnify or contribute whatsoever for any claims, damages, costs occasioned by, any acts or defaults of the Referrer. CrossLife’s sole liability to the Referrer shall be for any unpaid referral fees provided that the provisions governing the same are complied with in all respects.

13.2The Referrer shall indemnify and hold harmless CrossLife against all claims, damages or costs suffered or incurred by CrossLife or for which CrossLife is or shall be liable, which are occasioned by, the Referrer’s breach of the Agreement and/or the Terms or any other acts or omissions of the Referrer.

13.3The Referrer indemnifies and will keep indemnified CrossLife against all claims, demands, actions, costs, expenses (including legal costs and disbursements), losses and damages arising from or incurred by reason of his/her infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property belonging to a third party.

14 Force Majeure

14.1If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof.

14.2Neither party shall be deemed to be in breach of these Terms, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under these Terms to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.

14.3If the Force Majeure in question prevails for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

15 Duration and termination

15.1The Agreement shall come into force on the date indicated in the Agreement and shall continue in force unless or until terminated by either party in accordance with these Terms.

15.2CrossLife shall be entitled to immediately terminate the Agreement by written notice to the Referrer if:

15.2.1the Referrer commits a material breach of any of the provisions of the Agreement these Terms and, in the case of a breach capable of remedy, fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

15.2.2the Referrer has breached or has caused CrossLife and/or the Product Owner to breach, the requirements of the Personal Data Protection Act, the Consumer Protection (Fair Trading) Act (Cap. 52A), the Consumer Protection (Fair Trading) (Cancellation of Contracts) Regulations 2009, the Consumer Protection (Fair Trading) (Opt-Out Practices) Regulations 2009, and all other relevant regulations and any and all subsequent amendments to such legislation and subsidiary legislation;

15.2.3the Referrer is guilty of a criminal offence involving dishonesty or has conducted himself in a way which is dishonest or lacking in integrity;

15.2.4the Referrer is insolvent;

15.2.5the Referrer is a bankrupt or a creditor of the Referrer has applied for the Referrer to be made bankrupt;

15.2.6there has occurred any event or series of events which singly or together have a Material Adverse Effect; and/or

15.2.7there is a change in the Control of the Referrer which in CrossLife’s opinion have a Material Adverse Effect.

15.2.8There are no referral nor introduction activities by the Referrer for consecutive 12 months.

15.3The Referrer shall be entitled to terminate the Agreement by 14 day advance written notice to CrossLife if:

15.3.1CrossLife is insolvent or goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement); or

15.3.2CrossLife ceases, or threatens to cease, to carry on business.

15.4For the purposes of clause 14.2.1, a breach shall be considered cap

able of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).

15.5Any waiver by either party of a breach of any provision of the Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of the Agreement.

15.6The rights to terminate the Agreement given by this Clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

16 Consequences of termination

16.1Upon the termination of the Agreement for any reason:

16.1.1the Referrer shall within 14 days send to CrossLife or otherwise dispose of in accordance with the directions of CrossLife all stocks of the Products (other than any for which it has accepted orders from customers before the date of termination), samples and any advertising, promotional or referral material relating to the Products then in the possession of the Referrer;

16.1.2the Referrer shall cease to promote, introduce, advertise or refer the Products;

16.1.3the Referrer shall continue to be entitled to referral fees under Clause 8 herein in relation to:

(a)          all referral of the Products before the date of termination; and

(b)          all referral of the Products completed after the date of termination but which orders were received on or before the date of termination.

16.1.4subject as otherwise provided in the Agreement, all rights or obligations which have accrued prior to termination shall continue to be valid and enforceable notwithstanding the termination of this Agreement;

16.1.5with effect from the date of termination, and unless otherwise stated, neither party shall have any further obligation to the other under the Agreement.

16.2The provisions of Clauses 6, 9, 10, 11, 13, 16, 18, 19, 20 and 21 shall continue to be valid and enforceable on the parties notwithstanding the termination of this Agreement.

17 Nature of agreement

17.1CrossLife shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary or related company and any act or omission of any such company shall be deemed to be the act or omission of CrossLife.

17.2CrossLife may assign the Agreement and rights and obligations under it to third parties of its choosing.

17.3The Agreement is personal to the Referrer, who may not without the written consent of CrossLife, assign, mortgage, charge or dispose of any of its rights or sub-contract or otherwise delegate any of its obligations under the Agreement.

17.4The Referrer shall not without the prior written consent of CrossLife employ sub-agents; if with such consent it does so, every act or omission of the sub-agent shall be deemed to be the act or omission of the Referrer.

17.5The Referrer is an independent contractor engaged under the terms of the Agreement. Nothing in the Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.

17.6The Agreement (together with its Schedules) contains the entire agreement between the parties with respect to the subject matter, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

17.7Each party acknowledges that, in entering into these Terms, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in these Terms, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

17.8If any provision of these Terms is held by any court or other competent authority to be void or unenforceable in whole or part, these Terms shall continue to be valid as to the other provisions and the remainder of the affected provision.

18 Representations and Warranties

18.1The Referrer represents and warrants that:

18.1.1the Referrer is a Singaporean or Singapore Permanent Resident;

18.1.2the Referrer is a company incorporated in Singapore and  whose legal or beneficial owners are persons declared to CrossLife in writing;

18.1.3the Referrer has the power and legal capacity to enter into and perform his/her obligations under this Agreement;

18.1.4the Referrer will not, as a consequence of entering into or performing the Agreement or any other agreements or arrangements made between the Referrer and CrossLife, be in breach of any terms binding upon the Referrer of any contract, agreement, undertaking, court order or arrangement with, or any obligation to, any third party;

18.1.5the Referrer is not subject to any restriction which will hinder or restrict the Referrer from performing any duties which the Referrer is or may be required to perform under this Agreement or any other agreements or arrangements made between the Referrer and CrossLife; and

18.1.6the Referrer is not a bankrupt and has no prior criminal convictions involving dishonesty in any jurisdiction and has never been disqualified from acting as a director; and

18.1.7all of the information that the Referrer had provided to CrossLife, and any third party acting on behalf of CrossLife, prior to the commencement of the Agreement which is material to the Referrer’s appointment is to the Referrer’s knowledge complete, true and up-to-date and the Referrer has not deliberately omitted any information relevant to the Referrer’s engagement by CrossLife.

19 Arbitration and proper law

19.1Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, 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 in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.Any dispute arising out of or in connection with the Agreement shall be referred to the Singapore courts.

19.2This agreement shall be governed by and construed in all respects in accordance with the laws of Singapore England.

20 Notices and service

20.1Any notice, instructions or other information to be given by either party to the other may be given by hand or sent (by first class pre-paid post, cable, facsimile transmission, email, mobile texts) to the other party at the contact details referred to in the Agreement.

20.2Any notice or other information given by post under clause 16.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.

20.3Any notice or other information sent by cable, facsimile transmission, email, mobile texts or comparable means of communication shall be deemed to have been duly sent on the date of transmission.

20.4All instructions, notices, documents and/or information issued by CrossLife and served on the Referrer in accordance with this Clause shall be deemed to have been read, understood and agreed to by the Referrer unless the Referrer clearly indicate otherwise by responding to that effect in writing within 3 days of receipt of the said instruction, notice, document and/or information.

21 Miscellaneous

21.1For the purposes of the Contracts (Rights of Third Parties) Act (Cap 53B), this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

21.2Save for the revisions or changes as provided at Clauses 7.2 and 8.9 herein, no amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.

21.3If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.4A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

21.5Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

21.6The amounts due under this Agreement shall not change except as mutually agreed by the parties.

21.7Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to the Agreement.

 

[1] The Agreement comprises of the Letter of Engagement and the Schedules attached to the Letter of Engagement. The Terms herein constitute Schedule 1 to the Letter of Engagement.

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