Terms and Conditions For Specialist & Contractor



Notice: Please read the following carefully. The HelpGuru Service is provided on the terms and conditions set out below which should be read in conjunction with the Company's Privacy Policy and Payment Terms. By using the Service you agree to be bound by the Company's Terms and Conditions and agree to procure that each of your Subcontractors will be bound by the Company's Terms and Conditions as if it were a party to you. If you do not agree to be bound by these terms and conditions, you may not use or access our Service.  

Definitions

"Company" means - HelpGuru Pte. Ltd. (registered company number: 201308278K) whose registered office is at 9 Jurong Town Hall Road, #02-63 iHUB, Singapore (609431) including where the context so allows, its shareholders, employees, affiliates, associated and contracted persons, companies or businesses supplying services to The Company.

"E-mail(s)" means - electronic mail received or sent by the Company, created and sent by a member of the Company, or automatically created and sent on behalf of the Company.


"Property owner(s)" means - person, persons, users, companies or other organisations using the Services of the Company in order to post information to Specialists and their Sub-Contractors about the Property owner's Job/ Project(s).

"Property owner User Agreement" means - the user agreement which applies to Property owners and the Company as the same may be varied from time to time.

"Payment Terms" means - the Company's Payment Terms applicable to payments a Specialist makes to the Company, as amended from time to time as referred to in clause 13 of this User Agreement.


"Privacy Policy" means - the Company's Privacy Policy as amended from time to time as referred to in clause 2 of this User Agreement.

"Job" means – job/ projects and services carried out by Specialists and their Sub-Contractors, for or on behalf of Property owners.

"Service(s)" means - the services, procedures and information provided and used by the Company for the benefit of Specialists and Property owners and includes, but is not exclusive to: information, products and services provided by telephone, fax or mail, on the Website and by E-mail and the provision of a dedicated profile page on the Website for a Specialist, further details of which are contained within the Terms and Conditions and in other parts of the Website.

"Sub-Contractor(s)" means - contractors, sub-contractors, and sole traders, or any other person or company working (or contemplated by the Specialist to be likely to work) with or for or on behalf of a Specialist in connection with a Job.

"Suspended" means - the suspension of the Specialist's account with the Company.

"System(s)" means - the software, hardware, batch programmes, and automated processes that are used by the Company in providing components of the Service.

"Terms and Conditions" means - this User Agreement, the Payment Terms, the Tariff Structure and the Privacy Policy.

"Third Party" or "Third Parties" means - person, persons, company or companies, websites or any other business or enterprise that is being referred to, in the context of the Terms and Conditions, as being other than the Company or a Specialist or a Sub-Contractor or a Property owner.

"Specialist(s)" means – service specialists, contractors, tradesmen, tradeswomen, trades companies or any other person, persons, company, or companies that use the Services of the Company in order to receive information from the Company which will assist them in securing Jobs/ Projects with Property owners and potential Property owners.

"Specialist Charter" means - the charter of behaviour and responsibility which Specialists agree to abide by when dealing with Property owners as published by the Company and as the same may be varied from time to time.

"Specialist Information" means - any information relating to the Specialist and/or its Sub-Contractors which the Specialist provides to the Company or to other users of the Website as part of the participation and interaction of the Specialist in and with the Company's Service including information provided during registration, Job listings, the feedback of Specialists and any other communication processes arising as a result of the use of the Services or the Website by the Specialist.

"Website" means - the web space, pages, and the contents and graphics contained in such space or pages which are under the editorial control of authorised members of the Company.

 

1. General Disclaimer

  1. The Company relies on Property owners to specify and describe their Job requirements. The Company makes no warranty for the accuracy or completeness of any information provided by the Property owner.
  2. The Company makes no guarantee to refer any Jobs to a Specialist or its Sub-Contractors.
  3. As the Property owner retains the right to modify or withdraw its Job in the absence of a contract or other binding agreement with a Specialist, the Company makes no warranty as to the availability or suitability of a specific Job.
  4. The Specialist is responsible for ensuring that the Specialist and (to the extent they are to be used in a Job) its Sub-Contractors are legally able to tender for a Job. In addition, the Specialist is responsible for ensuring that the Specialist and (to the extent they are to be used in a Job) its Sub-Contractors are legally able to perform the Job specified in the Job description.
  5. The Company is not party to any contract made between the Property owner and the Specialist and/or its Sub-Contractors in relation to a specific Job and accordingly the Company shall not be liable to the Specialist or its Sub-Contractors for any occurrence resulting from any dealings between the Specialist and its Sub-Contractors and the Property owner including but not limited to any direct, indirect or consequential or inconsequential loss of any kind suffered by the Specialist and/or its Sub-Contractors howsoever arising.
  6. Where a Specialist advises the Company of a certification or accreditation in relation to itself and/or its Sub-Contractors as part of the Specialist's registration process with the Company, the Company may (at its discretion) verify the relevant certification/ accreditation, although the validity of the certificate always remains the responsibility of the Specialist.
  7. A Specialist acknowledges that the Company does not pre-screen or approve all content, but that the Company shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any content that is available on the website for violating the letter or spirit of the terms or for any other reason.

 

2. Privacy, Data Protection and Exchange of Information

  1. By accepting this User Agreement, a Specialist expressly consents to uses and disclosures of the Specialist Information including, but not limited to, for verification purposes, as set out in the Company's Privacy Policy, which is incorporated herein by reference.
  2. The Company's Privacy Policy is available here.
  3. The Company holds the Specialist Information on a database and as part of the business system strictly in accordance with its Privacy Policy.
  4. As part of the registration process for Specialists a Specialist is requested to provide the Company with not only various business and trade information but also the full authority from the Specialist and its applicable Sub-Contractors (which is hereby given by the Specialist for itself and, as agent for its Subcontractors) to verify any information which the Specialist provides from time to time.
  5. As part of the process of verifying Specialist Information the Company may carry out, either directly or via carefully selected and appropriately regulated third party data verification agencies, identity verification checks on the Specialist and its Sub-Contractors to verify the information the Specialist has provided. By submitting Specialist Information to the Company, the Specialist consents and gives authority (for itself and as agent for its Subcontractors) for such checks to be carried out.
  6. If a Specialist fails to provide information required by the Company in accordance with the Terms and Conditions, the Company reserves the right to Suspend or terminate the account of the Specialist in accordance with clause 12 of this User Agreement.
  7. The Service enables information about Jobs from Property owners to be published to Specialists. Should the Specialist express an interest on behalf of itself or its Sub-Contractors in quoting for the Job and subsequently be shortlisted, then personal contact details will be sent to both the Property owner and the Specialist concerned. The Specialist agrees not to pass on such information to any Third Party.
  8. The Company will make registered user profile information including feedbacks and comments from users of the Website in relation to historic Jobs available for users of the Website to see at any stage on the Website. By using the Service a Specialist hereby consents on behalf of itself and (as agent for its Subcontractors) its Sub-Contractors to such feedbacks and comments on the Specialist and/or Sub-Contractor being published in this way.
  9. If for any reason a Specialist does not wish any or all of its Specialist Information to be used in the way set out in the Terms and Conditions then the Specialist should immediately cease to use the Services of the Company.
  10. The Company is willing, on request from a Specialist, to provide a copy of any data held by the Company on the requesting Specialist on receipt of proof of identity. For this service the Company reserves the right to charge an amount to cover administrative costs, the level of which shall be communicated to the Specialist at such time.
  11. Specialists may only use (and shall procure that its Subcontractors shall only use) contact information obtained from the Website or any information obtained through a Company communication, for communications relating to specific Job inquiries which have been notified to the Specialist via the Service or the Website.
  12. Specialists agree not to use (and shall procure that its Subcontractors shall only use) any personal contact information of any other Specialist or Property owner provided via the Service or the Website for any unsolicited or commercial messages save as expressly authorised by the Terms and Conditions or where expressly authorised by the particular Specialist or Property owner following adequate disclosure of the purpose(s). In addition, a Specialist agrees to only use (and shall procure that its Subcontractors shall only use) such information in accordance with applicable laws and regulations, including without limitation data protection and privacy laws and shall not request information for use in any way which would breach applicable data protection and privacy laws.
  13. In addition, under no circumstances, except as defined in this Section, can a Specialist disclose personally identifiable information about another Specialist or Property owner to any Third Party obtained as a result of the Services without the Company's consent and the consent of such other Specialist or Property owner after adequate disclosure, and the Specialist shall procure that its Subcontractors shall comply with this clause 2.13 as if a party to these Terms and Conditions.

 

3. Disclaimer of Warranties

  1. The Website and the Services are provided on an "as is" and "as available" basis and the Company makes no warranties or representations, whether express or implied, in relation to the Website or the Services, including but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose.
  2. The Company makes no warranty that the Website or use of the Services will meet the requirements of a Specialist or will be uninterrupted, timely, secure or error-free.
  3. No warranty is given by the Company as to results that may be obtained or the accuracy of any information obtained through the Website or the Services or that any defects in the Website or the Services will be corrected and Specialists understand and agree that any material or data obtained through use of the Website or the Services is at the discretion and risk of the applicable Specialist.

 

4. Specialist Information

  1. Specialists are solely responsible for the Specialist Information provided by the applicable Specialist and its applicable Sub-Contractors. Specialists agree to provide true, accurate, current and complete information when providing details to the Company. Specialists agree not to impersonate any other business, person or entity or to use a false name or a name that the applicable Specialist is not authorised to use. The Specialists also agree not to provide misleading information relating to skill sets, qualifications or trade accreditations of the applicable Specialist and/or its Sub-Contractors.
  2. A Specialists shall ensure that Specialist Information and the activities of that Specialists (and any of its Subcontractors) on the Website are not false, inaccurate or misleading, offensive, menacing, abusive, defamatory, or in breach of copyright, confidence, privacy or any other rights. A Specialists shall ensure that its (or its Subcontractors') Specialist Information does not infringe any Third Party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy, be fraudulent, be in breach of any applicable laws or regulations (including, but not limited to, consumer protection, unfair competition, anti-discrimination, false advertising), be obscene, indecent or contain pornography.
  3. A Specialist shall ensure that its Specialist Information does not create liability for the Company or cause the Company to lose (in whole or in part) the services of its ISPs or other suppliers. Specialist Information must not link directly or indirectly to any other website.
  4. To enable the Company to use Specialist Information, Specialists on behalf of themselves and their Sub-Contractors grant to the Company a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) licence to exercise the copyright, trade mark, publicity, and database rights the Specialist or applicable Sub-Contractor may have in the Specialist Information, in any media now known or not currently known. Specialists also waive on behalf of themselves and their applicable Sub-Contractors all moral rights each may have in the Specialist Information to the fullest extent permitted by law.
  5. A Specialist shall ensure that its Specialist Information does not contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any System, data or personal information.
  6. A Specialist shall ensure that its Specialist Information does not cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired.
  7. Specialists hereby acknowledge that the Company, at its absolute discretion, shall be entitled to edit, modify or remove any part or parts of the Specialist Information which it considers is in breach of any of the provisions of the Terms and Conditions.

 

5. Specialist Obligations

  1. In consideration of the Company making the Website and the Services available to Specialists, Specialists:
    1. agree that they will comply and will procure that their Sub-Contractors will comply with the terms of the Specialist Charter a copy of which is available here;
    2. agree that the performance of Specialists and their Sub-Contractors in carrying out a Job will be rated by the applicable Property owner and that such feedbacks will be published on the Website in accordance with the Company's Terms and Conditions;
    3. All Specialists will be subject to feedback evaluations from Customers for who they carry out work, and thereby understand that the Company is not responsible for the evaluation content that those Customers post, or any harm done by such content.
    4. All Users understand that any use of profanity, libellous behaviour, illegal activity, or any other form of abuse of the feedback function or any other part of the website may be banned from further use and reported to the authorities, if applicable.
    5. The Company may at our sole discretion remove any feedback that we cannot verify. Removal or lack of feedback does not alter the obligation on the Specialist to pay any associated shortlist fee.
    6. agree that they may not tender for Jobs which are prohibited by Law nor Jobs from which the Specialist (or their relevant Subcontractors to the extent those Subcontractors are to be used) is prohibited by law from carrying out;
    7. accept responsibility for any content the Specialist provides on the Website;
    8. agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Specialist Information) from the Website without the Company's prior written permission;
    9. agree not to use the Website or the Services in any other way save as expressly authorised by the Company's Terms and Conditions. By way of non-exhaustive example Specialists agree not to use the Website or the Services for any illegal purpose or to transmit or post any material which is defamatory, offensive, malicious, misleading or of an obscene or menacing character, or in such a way as to cause annoyance, inconvenience or needless anxiety.

 

6. Specialist Qualifications

  1. The Company believes that the comments and feedbacks from previous Property owners provide the best independent feedback on the quality, value and reliability of a Specialist. Furthermore, the willingness of a Specialist to be rated may provide Property owners with a level of confidence regarding the Specialist's ability.
  2. As part of its Service to Property owners the Company strongly advises Property owners to request sight of evidence of applicable trade information, accreditations or registrations and solvency checks (as applicable) from a Specialist and its Sub-Contractor(s) prior to the Specialist or Sub-Contractor commencing work on a Job. The Specialist must comply and must procure that its Sub-Contractor complies with any reasonable requests submitted by the Property owners with regards to the verification of such accreditations, registrations or information.
  3. Any checks on trade accreditations or registrations carried out by the Company do not reduce the obligation of the Specialist to ensure that all its Sub-Contractors and any personnel involved in the Job have the required skill, trade accreditation or registration to carry out specific aspects of the Job where required to do so.
  4. The Company accepts no liability for any failure by the Property owner to carry out appropriate checks in relation to a Specialist or Sub-Contractor.

 

7. The Company's Rights

  1. The Company reserves the right to modify or discontinue all or part of, temporarily or permanently, the Website or the Service with or without notice to a Specialist and the Specialist confirms that the Company shall not be liable to it or its Sub-Contractors or any Third Party for any modification to or discontinuance of the Website or the Service.
  2. The Company may change the Terms and Conditions from time to time and shall post such alterations on the Website and shall update the date upon which the Terms and Conditions were last modified at the beginning of the relevant document. If a Specialist, on behalf of itself and its Sub-Contractors, does not agree to the changes made to the Terms and Conditions the Specialist must stop using the Website and the Service. The continued use of the Website and the Service by the Specialist after the date the changes have been posted will constitute acceptance of the amended Terms and Conditions by the Specialist on behalf of itself and its Sub-Contractors.
  3. In the event of the Company's publication of the Website being restricted, curtailed or prevented by any law or any other act or thing beyond the Company's control, the Company may at any time, notwithstanding anything contained in this Agreement, forthwith terminate this Agreement in whole or in part.
  4. The Company reserves the right to monitor the accounts, ratings, feedbacks and performance of Specialists and Sub-Contractors in completing Jobs for the purpose of ensuring that the Company retains only the highest calibre of Specialists for the Company's Service. The Company reserves the right to remove Specialists from the Company's Service who do not, or whose Sub-Contractors do not, adhere to the Specialist Charter or the high standards expected by the Company.
  5. The Company also reserves the right to investigate and monitor any negative or, what it reasonably suspects to be, fraudulent feedbacks and to remove ratings and comments if it considers it appropriate to do so.

 

8. Intellectual Property Rights

  1. To the extent that all copyright and other intellectual property rights throughout the world in Specialists Information does not vest in the Company by operation of law or the other provisions of this Agreement, Specialists hereby grant to the Company (free of charge) an exclusive, perpetual, royalty-free licence to use such information for any purpose.
  2. Specialists hereby acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the Website (the "Rights"), including the manner in which the Website is presented or appears and all information and documentation relating thereto is the property of the Company and nothing contained herein shall be construed so as to transfer any such rights to any Specialist.
  3. Without prejudice to the generality of the foregoing, if and to the extent that a Specialist or its Sub-Contractor owns any or all of the Rights, the Specialist hereby irrevocably and unconditionally assigns and agrees to procure that any Sub-Contractor irrevocably and unconditionally assigns the Rights, with full title guarantee, to the Company for the full period of copyright and all renewals extensions and/or revivals thereof and thereafter in perpetuity, throughout the world.

 

9. Indemnity

  1. Specialists agree to indemnify the Company forthwith on demand and hold the Company harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the Company in connection with any claims, actual or threatened, of any kind (including without limitation any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the provision of Specialist Information by the indemnifying Specialist or its Sub-Contractors or arising from the use of the Website or the Services by the indemnifying Specialist or its Sub-Contractors.

 

10. Limitation of Liability

  1. Specialists agree that the Company shall not be liable in contract, tort, negligence, statutory duty or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including, without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where the Company has been advised of the possibility of such loss or damage)
  2. The Company does not and cannot be involved in the dealings of Specialists or their Sub-Contractors with Property owners, and in the event that a Specialist or its Sub-Contractor has a dispute with one or more Property owners, the Specialist hereby releases, and shall procure that its Sub-Contractor releases, the Company (and its agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
  3. The Company does not represent that the information contained in the Website or in any communication from the Company, including but not limited to telephone conversations, E-mails and letters, is accurate, verified, current, comprehensive or complete. They could contain inaccuracies, typographical, human and/or machine errors or omissions. The Company will not be liable in any circumstances for any direct, indirect, consequential or special damages arising from use of the Website or Services of the Company.
  4. E-mails or other communications that are automatically generated from information provided by Property owners and Specialists including information relating to Sub-Contractors are NOT under the editorial control of the Company. These may be automatically sent un-checked and un-edited by the Company and therefore they do not necessarily reflect the opinions and/or beliefs of The Company. Accordingly the Company is not responsible and cannot be held liable for any inaccuracies, the validity, reliability, any falsehoods, misrepresentations, defamatory language or words, libellous statements, fraudulent activities or any other damaging words, sentences or statements contained in the components of E-mails that are not under the editorial control of the Company.
  5. Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising therefrom, are hereby expressly excluded to the extent permitted by law.
  6. While every reasonable care will be taken in respect of information supplied by Specialists, the Company cannot accept liability for any information placed or omitted to be placed on the Website (whether or not any such liability is occasioned by the Company's fault or negligence or otherwise).
  7. The Company cannot guarantee the day or time that the Company will respond to any E-mail, telephone or written enquiries or Website form submissions.
  8. Without limiting the foregoing, the Company shall have no liability for any failure or delay resulting from any matter beyond the Company's reasonable control.
  9. Each of the provisions of this Clause 10 shall be construed separately and independently of the others.

 

11. Disputes

  1. Should Specialists or their Sub-Contractors have a dispute with a Property owner, they must, in the first instance, address and (if applicable) procure that their Sub-Contractors address such dispute directly to the responsible Specialists and to the Property owner concerned and feedback the results to the Company.
  2. The Company may at its sole discretion without being under legal obligation to do so, investigate any grievances held by Specialists or their Sub-Contractors or Property owners, and may discuss any investigation with all involved parties. However there are only three possible outcomes of a grievance investigation:
    1. the Specialist and/or Property owner may be allowed to continue using the Services of the Company;
    2. the Specialist and/or Property owner may be Suspended from using the Services of the Company for a period of time, at the discretion of the Company;
    3. the Specialist and/or Property owner may be banned indefinitely from using the Services of the Company.
  3. Specialists hereby agree to release the Company from any damages or claims (including punitive, consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes.

 

12. Suspension and Termination

  1. The Company reserves the right to Suspend or discontinue its Service to a Specialist, with immediate effect, as it sees fit and in circumstances including, but not limited to:
    1. where the Company has not received written permission from provisional Specialists (on behalf of themselves and/or their Sub-Contractors) to undertake the necessary checks as part of the Company's vetting process within the period required by the registration process;
    2. where payments that are due have not been settled within 14 days; or
    3. where the Company suspects that a Specialist is in material breach of any term hereof or suspects that the Specialist's Sub-Contractor would be if it were a party to this Agreement.
  2. Either party may terminate this Agreement forthwith by written notice if the other commits any material breach of any term hereof and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.
  3. In the event that Service is suspended in accordance with clause 12.1, the Specialists will not have access to new Job submissions.

 

13. Payment Terms, Refunds and References

  1. The Company's Service is available to Property owners on a free of charge basis.
  2. The Company charges Specialists fees for using the Services. The Specialist agrees to abide by the Payment Terms as listed here.
  3. The Specialist agrees to pay the Company a shortlist fee every time the Specialist is shortlisted for a job through our service. Refunds will not be given.
  4. The shortlist fee is clearly indicated as the Specialist express interest in a Job. Each fee is calculated based on the likely size and value of the job, and fees will range from SGD$2 to SGD$30.
  5. The Company cannot influence the outcome of any particular shortlisted job and does not guarantee that Specialists will secure work from the jobs they are shortlisted for. This is solely dependent on the ability of Specialists to close the deal with the relevant Property Owners.
  6. If the Specialist is paying by credit or debit card (through paypal), by designating a card to be billed, the Specialist confirms that the Specialist is authorised to make such a purchase.
  7. If the Specialist has a question about a charge on a credit or debit card, the Specialist agrees to contact the Company using the form available on the Company’s Contact Us page.
  8. Should any payment method the Specialist use fail, decline or is later reclaimed by the bank or card issuer, the Specialist agree to pay any costs incurred by the Company plus a $20 administration fee.
  9. The Company reserves the right to review our fees (Shortlist Fee and other Administrative Fees), fee structure and payment terms from time to time. The Company also reserves the right to obtain validation of the Specialist’s credit or debit card details before any Services are provided to the Specialist.
  10. The Company reserves the right to charge a fee for contacting references provided by Specialists. This fee is charged for the effort of contacting the references, and is not dependent on any feedback arising from the reference. References must be paid for in advance. Refunds will not be given after the Company has attempted to contact the reference.
  11. It is the responsibility of the Specialist to ensure that the referee is a genuine client. We perform a number of checks to ensure this. It is at our sole discretion whether comments from the referee will be posted.

 

14. General

  1. Clause headings are inserted for convenience only and shall not effect the construction hereof.
  2. If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby.
  3. A Specialist may not assign, transfer or sub-contract (save to a Sub-Contractor) any of its rights hereunder without the prior written consent of the Company. The Company may assign, transfer or sub-contract all or any of its rights at any time without the consent of the Specialist.
  4. Any express or implied waiver by the Company of any term or condition hereof or any breach or default by a Specialist may be terminated by the Company at any time. No such waiver shall constitute a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or default or from enforcing any term or condition hereof.
  5. This Agreement constitutes the entire agreement between the Company and the Specialist as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral (other than fraudulent misrepresentation). The Specialist acknowledges that no reliance is placed on any representation made but not embodied herein.
  6. The provisions of Clauses 1, 2, 3, 8, 9, 10, and 14.6 shall survive termination of this Agreement.
  7. Any notice to be given under this Agreement may be given via E-mail, regular mail, facsimile or by hand to the address provided on the Website or otherwise as notified by one party to the other.
  8. No terms or conditions other than those set forth herein or any variation thereof under Clause 7.2 shall be binding upon the Company, unless in writing and signed on behalf of both the Company and the Specialist.
  9. Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
  10. Notwithstanding any other provision in this Agreement a person who is not a party hereto has no right to rely upon or enforce the terms of this Agreement.
  11. This Agreement shall be subject to the laws of Singapore and the parties shall submit to the exclusive jurisdiction of the Singapore courts.