Terms of Service

GRIT SEARCH – Terms of Service for Platform

For TALENT and EMPLOYERS respectively

FOR TALENT

GRIT Search Singapore Pte Ltd, Reg. 201931701Z, EA Licence 20S0054, of Found8, 100 Amoy Street, Singapore, 069920 (hereinafter referred to as “GRIT” or “us”) operates an online job marketplace platform via https://gritsearch.com/ and other channels (the “Service”). The Service connects companies (a “Company” or “Companies”), and candidates (“Talent” or “Talents” ) with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

  1. SCOPE
    1. GRIT allows Talents to participate in the Service and provides all services in connection with the Service for Talents solely based on these Terms of Service (hereinafter referred to as “Talent Terms of Service” or “Terms of Service”).
    2. These Terms of Service may not be modified without the prior written consent of both parties.
    3. GRIT may utilize the services of independent third parties for the Service (“Third-party Service”) such as app stores and social networks. No services are provided by third parties without the approval and knowledge of GRIT. GRIT will identify and work with these third parties which provide their services with an objective to provide a better platform for users and also in a manner conducive to the viability and usability of this Service. Any issues in connection with third-party services are not affected by these Terms of Service. GRIT shall not be responsible for third-party services. Third-party services are potentially subject to their providers’ general terms and conditions.

  1. TALENT ELIGIBLE TO PARTICIPATE
    1.  GRIT offers the Service only to Talent looking for Placement as defined in Section 7.2 below.
    2. All individuals that register and create accounts with GRIT must be of legal employable age in accordance with the local jurisdiction of the individual’s citizenship.

  1. TALENT REGISTRATION
    1. The participation in the Service requires the Talent to enter into an agreement with GRIT as defined below in Section 3.4, and the opening of a Talent account (“Account”).
    2. Talent must submit an application in order to subscribe to the Service on GRIT’s website or via email.
    3. Talent must accurately complete the application (and provides GRIT with timely updates) and must refrain from using any aliases or other means to mask the Talent’s true identity or contact information.
    4. By registering, the Talent agrees to enter into a binding agreement with GRIT and adhere to the Terms of Service (“Agreement”).
    5. After GRIT’s review of the Talent’s application, GRIT will notify the Talent of the results which will generally be within five (5) business days of receipt of the application. GRIT may request additional information (see Sections 6.1 and 6.2). The Agreement enters into force upon GRIT’s acceptance of Talent. GRIT is under no obligation to accept any application.
    6. GRIT is entitled to verify the accuracy and completeness of the Talent’s information. This may be done by GRIT requesting documents to substantiate the identity such as a personal ID card. GRIT will only create the account upon satisfaction of the verification and validation.
    7. Prior to the application being processed, Talent may be required to conduct a telephone/online interview with GRIT. And Talent may be required to complete a coding challenge depending on circumstances.
    8. Talent can print out a copy of the Terms of Service for reference or save them to their personal data storage device. Talent is required to acknowledge and agree to these Terms of Services by electronically checking the selected tick box.

  1.     LIMITS OF USE / PROHIBITED CONDUCT
    1. The Services provided by GRIT are solely for the use of the registered Talent and they are provided in accordance with the Terms of Services. These services can only be used via the apps and website provided by GRIT. Talent is prohibited from creating, supporting, hosting, linking, scraping, sharing or providing any code, data or other information which can be used by non-registered individual parties. 
    2. Talent is prohibited from sharing their Account with any third-party without the prior written consent of GRIT.
    3.     Talent must not use any means, mechanisms or software to disrupt the functions of the Service nor undertake any action, which can result in an unreasonable or excessive overload on the technical capacities of GRIT. Likewise, Talent is not permitted to block, overwrite or modify the contents produced by GRIT.
    4. Talent must refrain from disrupting, engaging, sharing or providing any code, data or other information which could impede the performance of and restrict the availability of the Service. 
    5. Talent must not violate any applicable legal provisions such as criminal code or third-party rights. Talent must not contribute or transmit any illegal or immoral contents in and via the Service. These include specifically any contents (including member names etc.),
      1. 4.5.1.which are false, inaccurate or misleading
      2. 4.5.2.which are insulting, racist, sexist, pornographic or obscene
      3. 4.5.3.which are damaging to the reputation of GRIT
    6. Talent agrees not to disseminate commercial advertising of third-party products, services or programs, nor distribute unsolicited mass emails or unsolicited advertising in the Service. In addition, Talent must not violate or infringe copyrights, patents, brands or any other intellectual property rights, a person’s image right and other third-party rights.
    7. If Talent is found to be in violation of Section 4, GRIT is entitled to the following corrective measures, such as deletion of the breaching contents of the Talent. The same applies to definitive evidence of violation against the Terms of Service with regards to the contents. Talent will automatically lose the right to the recovery of such deleted contents. All these will warrant the termination of the Talent membership. 
    8. Without prior written consent from GRIT, any blocked Talent will be prohibited from creating a new account. If a blocked Talent has nevertheless proceeded to circumvent the ban, then GRIT will block the new account permanently without prior notification.
    9. The provisions of this Section 4 include but not limited to the termination right of GRIT — particularly the right to terminate instantaneously — and also in accordance with Section 12. In addition, these do not limit GRIT’s right to exercise its’ virtual domiciliary right.

  1. GRIT’s RIGHTS & RESPONSIBILITIES AS PROVIDER
    1. GRIT provides the Service of connecting Talent with Companies looking to hire. The Service process is as follows: 
      1. 5.1.1.Talents sign up for GRIT Service, shares their curriculum vitae (“CV”) and provides any other information as specified in the Talent Terms of Service. 
      2. 5.1.2.Companies also sign-up and create their detailed profiles. They then browse the Talent profiles, assess and decide to connect with the Talents by sending interview requests.
      3. 5.1.3.The Companies’ profiles will only be visible to Talents who received formal interview request.
      4. 5.1.4.The interview request follows with a non-binding offer proposal of the compensation package which the company has in mind. Talent can then review the interview request, and the Company’s profile.
      5. 5.1.5.Talent can decide to either accept or reject the interview request.
      6. 5.1.6.If rejection, the Company may, at the option of the Talent, re-connect with the Talent with a revised proposal. If acceptance, GRIT will then connect Talent and Company.
    2. Once Talent has been viewed by a Company in the view list, GRIT will have made an introduction to the Company and Talent (an “Introduction”). 
      1. 5.2.1.If the Talent and Company had met or had been introduced in the past twelve months before the Introduction by an undisclosed third-party, the Company must inform GRIT about this within five business days in writing supported by material or evidence detailing the introduction. Otherwise, Talent is considered to have been introduced by GRIT.
      2. 5.2.2.Emails or the Service are sufficient media in this matter. Talent is considered to have been introduced directly or by a third-party when there is a written communication concerning Talent, with a distinct identification of the Talent and of the Company, and an identification of the opportunity to hire the Talent.
    3. An Introduction to the Service is active for a consecutive period of twelve months.
    4. GRIT may from time to time, but under no obligation, to introduce a specific Talent to a Company or vice-versa. If this was to occur, the Talent is deemed to have been introduced. This can be done via email, messaging service or phone.
    5. GRIT undertakes all reasonable efforts to match Talents and Companies. However, GRIT will, under no circumstances, represent or assume any warranty nor guarantee that Talent or Company will find a match through its’ Service.

  1. TALENT’S RIGHTS & RESPONSIBILITIES AS USER
    1. Talents shall submit their information as complete and accurate about themselves as required by the sign-up form.
    2. GRIT may occasionally add or request additional data requirement regarding the Talent but this may be done on a case-by-case basis for clarity or validation. The Talent should be mindful not to transmit any third parties’ data (ie.. ID or similar) to GRIT, unless the personal data protection law allows for such transmission or consent has been obtained from the concerned parties. 
    3. Unless otherwise stated in these Terms of Service, GRIT’s primary mode of communication with Talent will be via email. Talents must ensure that they are able to receive emails sent by GRIT as listed in their applications, or even being updated later. Talents must ensure that they regularly check their incoming emails including those which may have landed in the junk folder. GRIT reserves the right to choose other secondary but appropriate means of communication in order to reach out the Talents.
    4. Talent must inform GRIT in writing within five (5) business days if a Company has contacted them even if this is outside of the Service while the Talent profile is still active and remains visible to Companies on the GRIT platform.
    5. Talent must ensure all access data (login, passwords etc.) for the Service (“Access Data” ) are kept strictly confidential. Talent must promptly inform GRIT if they suspect or find any unauthorized access or in possession of their Access Data by third parties.
    6. In the event that GRIT has good facts to suspect there an unauthorized access by third-party or the third-party is in possession of the Talent Access Data, then GRIT will, without assuming any responsibility, and acting at its’ sole discretion, promptly change the Access Data without advanced notice, and proceed to block the Talent Account in order to prevent it being compromised. GRIT will immediately inform Talent and, upon request, communicate the new Access Data to the Talent without further delay. 
    7. If a third-party uses Talent’s Access Data as a result of Talent’s action or inaction, then Talent will assume all liabilities caused by the third-party. In such an event, all liabilities and contingents as a result of the unauthorised access to the Talent’s Access Data shall be owned by Talent.
    8. GRIT is not responsible for providing or assisting with the application nor obtaining of work permits and/or medicals for any country-specific regulations and requirements for the employment of the Talent.

7.PLACEMENT / PAYMENT

    1. The use of GRIT is offered at no cost to the Talent.
    2. Talent must undertake to inform GRIT in writing (via the Service or email) but no later than five (5) business days, if they are successfully being hired or otherwise contracted by a Company (a “Placement”). GRIT will also contact the Talent for status of the negotiation.
    3. Placement shall mean any form of employment be them fixed or temporary or contracting where Talent is employed by the Company or any of their affiliated undertakings.
    4. Talent agrees that Company is allowed to share all the contract details with GRIT.
    5. Talent must inform GRIT in writing within five (5) business days about any rehiring or similar arrangement with the Company for a period of twelve months after their termination.
    6. GRIT operates “Refer a Friend Program” meaning Talent can refer a friend. 
      1. 7.6.1.If such a friend signs-up through GRIT and is successfully placed in fixed employment, Talent is entitled to a referral bonus of S$350 per referral. 
      2. 7.6.2.The referral must be done through the referral technology provided by the Service or a designated affiliated tracking link. 
      3. 7.6.3.A referral lasts 12 months during which no other Talent can refer the same friend. 
      4. 7.6.4.GRIT will credit the referral bonus within two weeks after the start of the Placement of the said friend.
    7. Talent must transmit a copy of the signed agreement to GRIT, firstly for proof of the of the agreement and secondly for the invoicing purposes.

  1. QUALITY OF THE SERVICE / TECHNICAL DEFICIENCIES
    1. The Service will be enhanced as part of the continuous improvement program in order to deliver qualitative customer service experience. By constantly upgrading the Service, GRIT intends to provide Talents with a satisfying Service delivery for a better end-to-end experience for Talent and Companies alike. Therefore, Talent must irrevocably accept the Service in its current form without any reservation, and Talent has no claim on GRIT with regard to its service deficiencies and incompatibility for not meeting a specific requirement or scope of services. Any such claims shall remain unaffected nor have any legal recourse. Therefore, GRIT reserves the right to offer new features and/or removal of redundant ones from the Service or migration to a new platform altogether. And Talent is obliged to have accepted and given their consent for these likely and continuous improvements of the Service.
    2. GRIT undertakes to assure an average of 99% (ninety-nine percent) availability of the Service on a yearly basis. Periods during which the Service is unavailable maybe due to technical or other problems which are unforeseen and outside GRIT’s control (such as force majeure or third-party fault), and also periods during which routine maintenance works are being carried out, are excluded from this target. GRIT may also restrict access to the Service if and when the following is required. 
      1. 8.2.1.For network security, maintenance of network integrity and the prevention of severe malfunction of the network, software or database. 
      2. 8.2.2.Talent’s rights remain unaffected.
    3. GRIT does not make or provide any form of guarantees or warranties that have not been expressly provided in these Terms of Service, or which occur as a result of external influences such as operating errors by Talent, force majeure or any modifications not planned and executed by GRIT or any other third-party actions.

  1. LIMITATION OF LIABILITY / AVAILABILITY
    1. The Service is provided on the best endeavour basis. However, GRIT gives no representation or warranty, be them expressed or implied in respect of the Service.
    2. No liability is accepted by GRIT for any losses or damages which may have risen out of any person relying on or using any information herein or part of or related to the Service. GRIT shall not be liable to any person relying on or using any such information for 
      1. 9.2.1.Loss of revenue, loss of actual or anticipated salary; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of or damage to employment prospects; loss of opportunity; loss of the use of money; loss of anticipated savings; loss of business; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses; or 
      2. 9.2.2.Any indirect or consequential loss or damages however caused (including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty) which arise directly or indirectly from the Service. However, nothing in the above shall limit or exclude GRIT’s liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.
    3. GRIT does not guarantee every Company will be attracted by the Talent’s information which may lead to an interview or a placement. Even if successful, GRIT makes no such representation or warranty as to the final terms and duration of any appointment obtained through the Service.

  1. INTELLECTUAL PROPOERTY / INDEMNIFICATION
    1. 10.1.GRIT is the exclusive owner of the rights of all contents of the Service. The content and its copyright are protected by Laws of Singapore and International law.      Any unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of GRIT will be prosecuted accordingly.
    2. 10.2.All rights not expressly stipulated in these Terms of Service are reserved by GRIT. GRIT will retain all rights, titles and interests relating to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. Talent acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for GRIT under copyright and similar rights. And they may contain trade secrets or other intellectual or industrial property owned or licensed by GRIT.
    3. 10.3.Talent warrants that they (i) submit the information voluntarily to the Service and (ii) grant GRIT unreservedly the full right of usage of the information as described above.
    4. 10.4.Talent hereby agrees to indemnify, defend and hold harmless GRIT and their its subsidiaries, affiliates & associates, directors, officers, employees, owners, vendors and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Talent herein, and (ii) any misuse by Talent.

  1. CONFIDENTIALITY
    1. 11.1.Except as otherwise provided in these Terms of Service or with the consent of GRIT, Talent agrees that all information, including, without limitation, business information, information from the Company profile e.g. salary information, information about a Company’s business plans or technology or other information  reasonably be considered confidential, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Talent for any purpose other than Talent’s participation in the Service (“Confidential Information”).
    2. 11.2.Talent shall, without prejudice to Section 10.1, not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.

  1. TERM / TERMINATION
    1. 12.1.The Agreement shall commence on the date of GRIT’s approval of Talent’s application and shall continue thereafter until terminated as provided herein.
    2. 12.2.Each party has the right to terminate the agreement by giving an advance notice of five business days unless otherwise agreed in writing.
    3. 12.3.Sections 10  shall survive any termination of the Agreement. Section 11 for five years.
    4. 12.4.The parties remain free to terminate the Agreement for cause at any time.
    5. 12.5.Termination notice must be sent by email. 

 

  1. DATA PROTECTION
    1. 13.1.GRIT processes and utilizes Talent’s data collected during the performance of the Agreement and within the framework of these Terms of Service, specifically to the extent necessary to fulfil and develop the Service, in accordance with the Personal Data Protection Act 2012, Singapore. The privacy policy of GRIT on its terms as updated from time to time available at http://gritweb.eyepax.info/privacy-policy/ (“Privacy Policy”) shall apply.
    2. 13.2.The Talent understands that the performance of the Agreement includes making available of personal data to Companies which GRIT cooperates with, in order to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
    3. 13.3.The Talent understands that, on a case-by-case basis, GRIT may provide said Talent with a list of Companies which match with the Talent’s own profile & requirements. This information will be relayed via phone, email or messaging service.

  1. CHANGES TO THE TERMS OF SERVICE
    1. 14.1.Each login to the Service is subject to these Terms of Service.
    2. 14.2.GRIT may amend these Terms of Service from time to time.
    3. 14.3.The Talent will be notified of changes to the Terms of Service in appropriate form and time. Notification will be sent via Service or email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.

 

  1. GOVERNING LAW / JURISDICTION
    1. 15.1.These Terms of Service shall be governed by and construed in accordance with the Laws of Singapore. GRIT and Talent irrevocably submit to the exclusive jurisdiction of the Singapore courts in respect of any claim, dispute or matter arising under or in connection with this Terms of Service or its enforceability

  1. GENERAL PROVISIONS
    1. 16.1.These Terms of Service contain the entire agreement between GRIT and Talent with respect to the subject-matter hereof, and supersedes all prior and/or current agreements be them, written or oral. 
    2. 16.2.All or any of GRIT’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of GRIT’s assets. The Talent may not assign or transfer any or all of their rights thereunder without the prior written consent of GRIT. 
    3. 16.3.Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
    4. 16.4.GRIT’s failure to act with respect to a breach by the Talent does not waive GRIT’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by GRIT under these Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of GRIT.
    5. 16.5.Section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
    6. 16.6.By submitting an application to subscribe for the Service, Talent affirms and acknowledges that Talent has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions.

 

FOR EMPLOYERS

GRIT Search Singapore Pte Ltd, Reg. 201931701Z, EA Licence 20S0054, of Found8, 100 Amoy Street, Singapore, 069920 (hereinafter referred to as “GRIT” or “us”) operates an online job marketplace platform via https://gritsearch.com/ and other channels (the “Service”). The Service connects companies (a “Company” or “Companies”), and candidates (“Talent” or “Talents”) with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

  1. SCOPE
    1. Within the framework of the Companies’ own technical and operational possibilities, GRIT allows the Companies to participate in the Service. GRIT provides all services in connection with the Service for Companies solely based on these Terms of Service (hereinafter referred to as “Company Terms of Service” or “Terms of Service”).
    2. These Terms of Service may not be modified without the prior written consent of both parties.
    3. GRIT may utilize the services of independent third parties for the Service (“Third-party Service”) such as app stores and social networks. No services are provided by third parties without the approval and knowledge of GRIT. GRIT will identify and work with these third parties which provide their services with an objective to provide a better platform for users and also in a manner conducive to the viability and usability of this Service. Any issues in connection with third-party services are not affected by these Terms of Service. GRIT shall not be responsible for third-party services. Third-party services are potentially subject to their providers’ general terms and conditions.
  1.       LIMITS OF USE / PROHIBITED CONDUCT
    1. The Services provided by GRIT are solely for the use of the registered Talent and they are provided in accordance with the Terms of Services. These services can only be used via the apps and website provided by GRIT. Talent is prohibited from creating, supporting, hosting, linking, scraping, sharing or providing any code, data or other information which can be used by non-registered individual parties.
    2. Company is prohibited from transferring their Account to any third-party without the prior written consent of GRIT.
    3. Company must not use any means, mechanisms or software to disrupt the functions of the Service nor undertake any action, which can result in an unreasonable or excessive overload on the technical capacities of GRIT. Likewise, Talent is not permitted to block, overwrite or modify the contents produced by GRIT.
    4. Company must refrain from disrupting, engaging, sharing or providing any code, data or other information which could impede the performance of and restrict the availability of the Service.
    5. Company must not violate any applicable legal provisions such as criminal code or third-party rights. Company must not contribute or transmit any illegal or immoral contents in and via the Service. These include specifically any contents (including member names etc.),
      1. 3.5.1.which are false, inaccurate or misleading;
      2. 3.5.2.which are insulting, racist, sexist, pornographic or obscene;
      3. 3.5.3.which are damaging to the reputation of GRIT.
    6. Company agrees not to disseminate commercial advertising of third-party products, services or programs, nor distribute unsolicited mass emails or unsolicited advertising in the Service. In addition, Company must not violate or infringe copyrights, patents, brands or any other intellectual property rights, a person’s image right and other third-party rights.
    7. GRIT is entitled to stop such violations of Section 2. In addition, GRIT is entitled to delete the breaching contents of the Company. The same applies to definitive evidence of violation against the Terms of Service with regards to the contents. Company will automatically lose the right to the recovery of such deleted contents. All these will warrant the termination of the Company membership.
    8. The provisions of Section 2 include but not limited to the termination right of GRIT — particularly the right to terminate instantaneously — and also in accordance with Section 11. In addition, these do not limit GRIT’s right to exercise the virtual domiciliary right.

  1.     GRIT’S RIGHTS & RESPONSIBILITIES AS PROVIDER
    1. GRIT provides the Service of connecting Talent with Companies looking to hire. The Service process is as follows: 
      1. 4.1.1.Talents sign up for GRIT Service, shares their curriculum vitae (“CV”) and provides any other information as specified in the Talent Terms of Service. 
      2. 4.1.2.Companies also sign-up and create their detailed profiles. They then browse the Talent profiles, assess and decide to connect with the Talents by sending interview requests. 
      3. 4.1.3.The Companies’ profiles will only be visible to Talents who received formal interview request.
      4. 4.1.4.The interview request follows with a non-binding offer proposal of the compensation package which the company has in mind. Talent can then review the interview request, and the Company’s profile. 
      5. 4.1.5.Talent can decide to either accept or reject the interview request.
      6. 4.1.6.If rejection, the Company may, at the option of the Talent, re-connect with the Talent with a revised proposal. If acceptance, GRIT will then connect Talent and Company.
    2. Once Talent has been viewed by a Company in the view list, GRIT will have made an introduction to the Company and Talent (an “Introduction”). 
      1. 4.2.1.If the Talent and Company had met or had been introduced in the past twelve months before the Introduction by an undisclosed third-party, the Company must inform GRIT about this within five business days in writing supported by material or evidence detailing the introduction. Otherwise, Talent is considered to have been introduced by GRIT. 
      2. 4.2.2.Emails or the Service are sufficient media in this matter. Talent is considered to have been introduced directly or by a third-party when there is a written communication concerning Talent, with a distinct identification of the Talent and of the Company, and an identification of the opportunity to hire the Talent.
    3. An Introduction to the Service is active for a consecutive period of twelve months.
    4. GRIT may from time to time, but under no obligation, to introduce a specific Talent to a Company or vice-versa. If this was to occur, the Talent is deemed to have been introduced. This can be done via email, messaging service or phone.
    5. GRIT undertakes all reasonable efforts to match Talents and Companies. However, GRIT will, under no circumstances, represent or assume any warranty nor guarantee that Talent or Company will find a match through its’ Service.
  1. OBLIGATIONS OF COMPANY
    1. Company shall submit their information as complete and accurate about themselves as required by the sign-up form.
    2. GRIT may occasionally add or request additional data requirement regarding the Talent but this maybe done on a case by case basis for clarity or validation. The Talent should be mindful not to transmit any third parties’ data (eg ID or similar) to GRIT, unless the personal data protection law allows for such transmission or consent has been obtained from the concerned parties.
    3. Unless otherwise provided in these Terms of Service, GRIT’s primary mode of communication with Company will be via email. Company shall ensure that they are able to receive all emails sent by GRIT as listed in their applications, or updated later. Company should also ensure that they regularly check all incoming emails including those which may have landed in the junk folder. GRIT reserves the right to choose other secondary but appropriate means of communication in order to reach out to the Company.
    4. Company shall inform GRIT in writing within five (5) business days if a Talent has been contacted by the Company even if this is outside of the Service while the Talent profile is still active and remains visible to Companies on the GRIT platform.
    5. The Company shall keep all access data (login, passwords etc.) for the Service (“Access Data”) are kept strictly confidential. The Company shall promptly inform GRIT if they suspect or find any unauthorized access or in possession of the Access Data by third parties.
    6. In the event that GRIT has reasons to suspect that an unauthorized third-party has gained access to or in possession of the Access Data, GRIT may, without assuming any responsibility, and acting at its’ sole discretion, promptly change the Access Data without prior or advanced notice and proceed to block the Company Account in order to prevent it being compromised. GRIT will promptly inform the Company and, upon request, communicate the new Access Data to the Company without further delay.
    7. If a third-party uses Company’s Access Data as a result of the Company’s action or inaction, then Company will assume all the liabilities caused by the third-party. In such an event, all liabilities and contingents as a result of the unauthorised access to the Access Data shall be owned by the Company.
    8. During the term of the Agreement, the Company will not induce, or assist in the inducement of, any employee of GRIT or any of its affiliates to leave their employment with GRIT or any of its affiliates. 
    9. GRIT is not responsible for providing or assisting with the application nor obtaining of work permits and/or medicals for any country-specific regulations, and requirements for the employment of the Talent unless otherwise agreed in writing.
    10. 5.10.GRIT is relying on the information provided by the Talent. Company has the obligation to satisfy itself, that the Talent is fit and suitable for the intended job as specified and required by Company.

  2. PLACEMENT / PAYMENT
    1. Company undertakes to inform GRIT in writing (through the service or via email is sufficient) but no later than five (5) business days after an Introduced Talent is hired or otherwise contracted by Company (“Placement”). The notification shall include a copy of the original employment contract which must include the start date, the date the contract was signed and information about the Salary as defined in Section 6.3. GRIT may contact the Company to request status updates about ongoing negotiations.
    2. “Placement” shall include any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company.
    3. If Talent is placed pursuant to Section 4.2 during the period of an Introduction, GRIT will receive a commission (a “Placement Fee”) as specified in the GRIT Terms of Business, of the Talent’s salary (“Salary”). Salary shall include the gross base salary or fees, bonus (guaranteed and/or anticipated), commissions, allowances, inducement payments, shift allowances, location weighting and call-out allowances, and all other compensation which the Talent receives or is anticipated to receive during the first year of his placement. Excluded will be compensation paid by Company to Talent for expenditures (e.g. travel, relocation, visa application) as well as any equity, share options or similar compensation options. Company must undertake to inform GRIT about the Salary upon notifying GRIT about the placement.
    4. If the Placement is for less than twelve months, GRIT’s Placement Fee will be calculated on a pro-rata basis, calculated weekly. Subsequent hires, prolongations, extensions or similar will be added to the pro-rata calculation. This is done for a period of up to twenty-four months from the initial placement. Company must notify GRIT pursuant to Section 6.1.
    5. Payment terms are governed by the GRIT Platform Terms of Business.
    6. If a Placement is terminated within a defined period, the Company shall be entitled to a refund of part of the Placement Fee. A placement is defined as terminated if the termination notice is signed and effected within the time specified in the GRIT Platform Terms of Business. The refund is subject to the conditions set forth in the GRIT Platform Terms of Business and paid out within fourteen (14) business days upon issuing of the credit note.
    7. Company must inform GRIT in writing within five (5) business days about any rehiring or similar of the Talent for a period of twelve months after termination. In this case, GRIT is entitled to reclaim the refund and will issue an invoice. The Payment terms of Section 6.5 apply.
    8. GRIT reserves the right to change the Placement Fee, for the period of renewal. GRIT shall notify the Company of any Placement Fee revision before the invoice is sent to the Company. The Company is entitled to register their disagreement by submitting a written withdrawal declaration to GRIT within four (4) weeks of the date of invoice if this was subsequently raised and sent to the Company. Refund or claim depending on the type of fee revision will be computed retrospectively from the date of the invoice.

  3. NON-CIRCUMVENTION
    1. Company shall not seek to circumvent this Terms of Service by approaching or making any offers of employment or similar placement services to Talent either directly or indirectly. 
    2. Any direct or indirect business relations between Company and Talent or any other recruiters with regard to the abovenamed Services and respective Talents must involve GRIT as intermediary or require GRIT’s prior written consent.
    3. An obligation to reimburse damages for such breaches will be enforced.

  4. QUALITY OF THE SERVICE / TECHNICAL DEFICIENCIES
    1. The Service will be enhanced as part of the continuous improvement program in order to deliver customer service experience. By constantly upgrading the Service, GRIT intends to provide Company with a qualitative Service delivery for a better end-to-end experience for Talent and Companies alike. Therefore, the Company irrevocably accepts the Service in its current form without any recourse and reservation, and the Company has no claim with regard to its deficiencies and incompatibility for not meeting a specific condition or scope of services. Any such claims shall remain unaffected nor have any legal recourse. Therefore, GRIT reserves the right to offer new features and/or removal of redundant ones from the Service or migration to a new platform altogether. And the Company is obliged to have accepted and given their consent for these likely and continuous improvements of the Service.
    2. GRIT undertakes to assure as best as possible a 99% (ninety-nine percent) availability of the Service on a yearly average. Periods during which the Service is unavailable maybe due to technical or other problems which are unforeseen and outside GRIT’s control (such as force majeure or third-party fault), and also periods during which routine maintenance works are being carried out, are excluded from this target. GRIT may also restrict access to the Service if and when the following is required. 
      1. 8.2.1.For network security, maintenance of network integrity and the prevention of severe malfunction of the network, software or database. 
      2. 8.2.2.Company’s rights remain unaffected.
    3. GRIT does not make or give any guarantees or warranties not expressly provided for in these Terms of Service, or which occur through external influences such as operating errors by the Company, force majeure or any modifications not made by GRIT or any other third-party actions.

  5. LIMITATION OF LIABILITY / AVAILABILITY
    1. The Service is provided on the best endeavour basis. However, GRIT gives no representation or warranty, be them expressed or implied in respect of the Service.
    2. No liability is accepted by GRIT for any loss or damage which may arise out of any person relying on or using any information herein or part of or related to the Service. GRIT shall not be liable to any person relying on or using any such information for 
      1. 9.2.1.Loss of revenue, loss of actual or anticipated salary; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of or damage to employment prospects; loss of opportunity; loss of the use of money; loss of anticipated savings; loss of business; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses; or 
      2. 9.2.2.Any indirect or consequential loss or damages however caused (including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty) which arise directly or indirectly from the Service. However, nothing in the above shall limit or exclude GRIT’s liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.
    3. GRIT does not guarantee every Talent will be attracted by the Company’s information which may lead to an interview or a placement. If successful, GRIT makes no such representation or warranty as to the Talent’s acceptance of the final offer and terms of the appointment.


  6. INTELLECTUAL PROPERTY / INDEMNIFICATION
    1. 10.1.GRIT is the exclusive owner of the rights of all contents of the Service. The content and its copyright are protected by Laws of Singapore and International law. Any unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of GRIT will be prosecuted accordingly.
    2. 10.2.GRIT grants Company a non-exclusive, non-transferable, revocable right to use the Service solely in accordance with these Terms of Service. GRIT does not grant to the Company any license, express or implied, to the intellectual or industrial property of GRIT or its licensors, except for a limited right of use according to these Terms of Service. Clause 12.3 still applies as relevant.
    3. 10.3.All rights not expressly granted in these Terms of Service are reserved by GRIT. GRIT will retain all rights, titles, and interests in and to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Company acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for GRIT under copyright and similar rights. And they may contain trade secrets or other intellectual or industrial property owned or licensed by GRIT.
    4. 10.4.Company warrants, that it (i) submits the information to the Service and (ii) grants GRIT the right to use the information as described above.
    5. 10.5.Company hereby agrees to indemnify, defend and hold harmless GRIT and its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Company herein, (ii) any misuse by Company, or by a party under the reasonable control of Company.

  7.     CONFIDENTIALITY
    1. 11.1.Except as otherwise provided in these Terms of Service or with the consent of GRIT, the Company agrees that all information, including, without limitation, the terms of the Agreement, business information, customer lists, and pricing and sales information, curriculum vitae and work examples concerning GRIT or any of GRIT’s other Companies provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Company for any purpose other than Company’s participation in the Service (“Confidential Information”).
    2. 11.2.Company shall not, without prejudice to Section 10.1, use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
    3. 11.3.GRIT may use aggregated and anonymized data from multiple Companies for statistical and marketing purposes without prejudicial to any specific Company.

  8. TERM / TERMINATION
    1. 12.1.The Agreement shall commence on the date of GRIT’s approval of Company’s application and shall continue thereafter until terminated as provided herein.
    2. 12.2.Each party has the right to terminate the agreement by giving an advance notice of seven (7) days unless otherwise agreed in writing.
    3. 12.3.Section 10 shall survive any termination of the Agreement. Section 11 for five years.
    4. 12.4.The parties remain free to terminate the Agreement for cause at any time.
    5. 12.5.Either Party has the right to terminate the Agreement immediately by written notice if:
      1. 12.5.1.The other Party ceases or threatens in writing to not carry on its business;
      2. 12.5.2.The other Party is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the other Party’s assets are the subject of any form of seizure, or the other Party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory that is not dismissed within ninety (90) days, or a receiver or administrator is appointed over the other’s assets.
    6. 12.6.Every termination must be in written form, whereby the written form is maintained by email. Upon request, the reasons for extraordinary termination must be disclosed immediately in writing if the termination notice did not specify them already. Any standard termination notice does not require specification of the termination reasons.

  9. DATA PROTECTION
    1. 13.1.GRIT processes and utilizes the Company’s and Talent’s data collected during the performance of the Agreement and within the framework of these Terms of Service, specifically to the extent necessary to fulfil and develop the Service, in accordance with the Personal Data Protection Act 2012. The privacy policy of GRIT on its terms as updated from time to time is available at http://gritweb.eyepax.info/privacy-policy/ (“Privacy Policy”) shall apply.
    2. 13.2.The Company acknowledges that the performance of the Agreement includes the making available of personal data to Talents and Companies which GRIT cooperates with, in order to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
    3. 13.3.The Company agrees that GRIT may contact them via phone, email or messaging service and suggest Talent which fit the Company’s profile.
    4. 13.4.The Company agrees that, on a case-by-case basis, GRIT may provide said Company with a list of Talents who match the Company’s specification and requirement. This information will be relayed via phone, email or messaging service.

  10. CHANGES TO THE TERMS OF SERVICE
    1. 14.1.Each login to the Service is subject to these Terms of Service.
    2. 14.2.GRIT may amend these Terms of Service at any given time.
    3. 14.3.The Company will be notified of the changes to the Terms of Service in appropriate form and time. Notification will be via Service or email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.

  11. GOVERNING LAW / JURISDICTION
    1. 15.1.These Terms of Service shall be governed by and construed in accordance with the Laws of Singapore. GRIT and the Company irrevocably submit to the exclusive jurisdiction of the Singapore courts in respect of any claim, dispute or matter arising under or in connection with these Terms of Service or its enforceability.

16.GENERAL PROVISIONS

  1. 16.1.These Terms of Service contains the entire agreement between GRIT and Company with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. 
  2. 16.2.All or any of GRIT’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of GRIT’s assets. The Company may not assign or transfer any or all of its rights thereunder without the prior written consent of GRIT. 
  3. 16.3.Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
  4. 16.4.GRIT’s failure to act with respect to a breach by the Company does not waive GRIT’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by GRIT under these Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of GRIT.
  5. 16.5.Section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
  6. 16.6.By submitting an application to subscribe for the Service, Company affirms and acknowledges that Company has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions.