1. DEFINITIONS
1.1. In these Terms of Service the following definitions apply:
“Applicant” means the person introduced by FI to the Client for an Engagement including any officer, worker or employee of the Applicant if the Applicant is a company and members of FI’s own staff;
“Client” means the person, firm or corporate body together with any subsidiary, affiliate or associated company as defined by the Companies Act 1985 to which the Applicant is introduced;
“Conduct Regulations” means The Conduct of Employment Agencies and Employment Businesses Regulations 2003;
“FI” means Focus Insight Pte Ltd whose registered office is at 33 Ubi Ave 3, Vertex #08-33 Singapore 408868;
“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all Directives and regulations in force from time to time relating to the protection and transfer of personal data;
“Engagement” means the engagement, employment or other use of the Applicant by the Client or any third party on a permanent, temporary or other basis, whether under a contract of service or for services, or under an agency, license, franchise or partnership agreement, or otherwise, directly or through a limited company of which the Applicant is an officer, representative, worker or employee, and "Engage", "Engages", Engaging" and "Engaged" shall be construed accordingly;
“Introduction” means (i) the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to FI to search for an Applicant; or (ii) the passing to the Client of a curriculum vitæ (CV) or other information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Annual Remuneration” means the annual salary or fees of the Applicant Engaged by the Client including (without limitation) base salary or fees and a figure for the value of guaranteed and/or anticipated benefits, bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non- taxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client for the period of 12 calendar months from the date of commencement of the relevant Applicant's Engagement whether the Applicant remains Engaged for the full 12 calendar months or not.
1.2. Unless the context requires otherwise, references to the singular include the plural.
1.3. The headings contained in these Terms of Service are for convenience only and do not affect their interpretation.
2 THE CONTRACT
2.1. These Terms constitute the contract between FI and the Client and are deemed to be accepted by the Client by virtue of the following methods:
2.1.1 - an electronic mail from the CLIENT accepting the contract with its terms and conditions;
2.1.2 - an Introduction of the Applicant to the Client;
2.1.3 - the Engagement of an Applicant by the Client;
2.1.4 - the passing of any information about the Applicant to any third party following an Introduction.
Once the Client has engaged FI with these methods, this contract will be considered legally binding, with or without signature of a representative of the Client.
2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of FI, these Terms of Service prevail over any other terms of service or purchase conditions put forward by the Client.
2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between FI and the Client and are set out in writing and signed on behalf of each party by a person duly authorised by that party.
3. NOTIFICATION AND FEES
3.1. The Client agrees to:
3.1.1 - notify FI immediately within a maximum of three (3) days of any offer of an Engagement which it makes to the Applicant;
3.1.2 - notify FI immediately that its offer of an Engagement to the Applicant has been accepted or otherwise upon commencement of an Engagement (whichever first occurs) and provide details of the Annual Remuneration to FI;
3.1.3 - pay FI’s fee ranging from 12 - 28% of the Applicant’s Annual Remuneration before taxes upon the commencement of Applicant’s work with the Client. This percentage will vary from 12% - 28% based on the seniority of the position, with more lower level positions starting at 12% and increasing to a maximum of 28% as the seniority of the position goes up.
3.1.4 - pay FI’s fee within 30 days of the date of receipt of the invoice by the Client and will be paid in Singapore Dollars (SGD).
3.1.5 - FI will invoice the Client upon the date of signed offer acceptance of the Candidate.
3.1.6 - a minimum fee of SGD $3,000 will be applicable for all placements.
3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when FI will render an invoice to the Client for its fees.
3.3. In the event that an invoice remains unpaid for more than 30 days following the due date, FI reserves the right to revoke any previously agreed discounted rates and apply the full fee of 12 - 28% (based on the seniority of the position) of the Applicant’s Annual Remuneration in accordance with our standard terms of service. The revised rate shall be applicable from the original due date until the outstanding amount is fully settled. The Client acknowledges and agrees that this provision is legally binding, and any failure to comply with the payment terms as stipulated herein shall result in the immediate application of the revised rate without further notice or negotiation.
3.4 FI reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 3% per annum above the Bank base rate from time to time in force from the due date until the date of payment, and any such interest shall be payable on demand.
3.5 The fee payable to FI by the Client for an Introduction resulting in an Engagement (at any time within 12 calendar months from (a) the Introduction of an Applicant to the client by FI or (b) the date of the Applicant's last interview with the Client) is the amount equal to 28% Annual Remuneration for all introductions.
3.6 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.1.3 will be applied pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-Engages the Applicant within 12 calendar months from the date of termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Annual Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
3.7 If the Client subsequently Engages or re-Engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.1.3 above becomes payable.
3.8 In the event that the Applicant is a member of FI’s own staff, the fee in clause 3.1.3 will apply on the Applicant commencing his Engagement with the Client and shall be due irrespective of whether or not an Introduction regarding the Applicant has been made by FI.
3.9 In the event of any breach by the Client of any clause within this agreement or any addendum thereto, FI shall deem any previously agreed amendments as null and void. Consequently, the Standard Terms of Service shall be reinstated, and FI shall be entitled to apply the prevailing rate of % as specified therein. The Client acknowledges and agrees that this provision constitutes a legally binding agreement, and any failure to adhere to the terms outlined herein shall result in the immediate reversion to the Standard Terms of Service without further notice or negotiation.
4. REFUNDS
4.1 If an Applicant leaves, is dismissed or the Engagement is terminated by the Client (as appropriate) within 10 weeks of commencing the Engagement and provided that:
4.1.1 - all monies due under these Terms have been paid in full by the Client in accordance with clause 3.1.3;
4.1.2 - any late payment will result in the rebate agreement 4.1.7 being void;
4.1.3 - such termination is for the Applicant’s non-satisfactory performance that has been clearly documented by the Client and/or documented wilful non-compliance with the Client’s clearly communicated Company Rules, Regulations and Polices, and not as a result of poor business practices, redundancy, pregnancy, injury or ill-health or by reason of an Applicant's race, sex, sexual orientation, religion or belief, any disability or age;
4.1.4 - such termination has not arisen as a result of the Client entering into the Engagement with the prior or likely intention of disposing with an Applicant's services or terminating the Engagement either without proper cause or with a view to obtaining a refund unfairly;
4.1.5 - the Client notifies FI in writing of the termination of the Engagement within 7 days of its termination;
4.1.6 - neither the Client nor any third party to whom the Client has introduced the Applicant shall commence Engagement of the Applicant within 12 calendar months from the date of the termination of the Engagement;
4.1.7 - If pursuant to clause 4.1 FI is unable to find a replacement within a reasonable time then FI will pay the Client a refund calculated as follows:
Week in which the Applicant leaves and the % of introduction fee refunded
1 – 4 weeks 60%
5 – 8 weeks 40%
9 – 10 weeks 10%
4.2 In circumstances where clause 3.6 applies the full fee stated in clause 3.1.3 is payable and there shall be no entitlement to a refund.
4.3 The Client shall repay the amount of any refund in full to FI where the Client (or any third party to whom the Client has introduced the Applicant) subsequently re-Engages (or Engages) an Applicant in any capacity within 12 calendar months of the date of termination of the Engagement and a full fee shall be payable with no entitlement to a refund or rebate.
4.4 There will be no refund where the Applicant leaves, is dismissed or the Engagement is terminated (as appropriate) during or after the 11th week of the Engagement.
5. CANCELLATION FEE
5.1 If, after an offer of Engagement has been made and communicated in any form to the Applicant, the Client decides for any reason to withdraw it at any time, the Client shall be liable to pay FI a minimum of 50% of the fee calculated in accordance with clause 3.1.3.
6. INTRODUCTIONS
6.1. All introductions of candidates and any CVs provided by FI to the Client are confidential. The Client cannot share this information with anyone else without written permission from FI. The Client may only use the CV to select candidates for interviews and to decide on hiring. If the Client chooses not to hire a candidate, they must return all copies of the CV to FI and delete or destroy any records containing the candidate's details.
6.2. The disclosure by the Client to a third party of any details regarding an Applicant introduced by FI which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of FI’s fee as set out in clause 3.1.3 with no entitlement to any refund.
6.3. An introduction fee will be charged based on Clause 3.1.3 for any candidate hired as a result of FI's introduction, whether directly or indirectly. This fee applies if the hiring happens within 12 months of either (a) FI introducing the candidate to the Client or (b) the candidate's last interview with the Client.
6.4. Where the amount of the actual Annual Remuneration is not known FI will charge a fee calculated in accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the Applicant has been Engaged with regard to any information supplied to FI by the Client and/or comparable positions in the market generally for such positions.
7. SUITABILITY AND REFERENCES
7.1. FI will, to the best of its ability, ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary, or which may be required by law or by any professional body, to work in the position which the Client seeks to fill; and that the Applicant is willing to work in the position which the Client seeks to fill.
7.2. The Client confirms that prior to Introduction FI supplied it with the confirmations set out in clause 7.1 and that, to the extent that FI may not have supplied the Client with such confirmations, the Client confirms that it is satisfied with the confirmations supplied; and the Client agrees that, if the Applicant fails to have the experience, training, qualifications or any authorisation which the Client considers are necessary, or which are required by law or by any professional body, FI shall have no liability to the Client in respect of this.
7.3. Notwithstanding clause 7.1, the Client shall satisfy itself as to the suitability of the Applicant and has sole responsibility for selecting an Applicant for Engagement. FI recommends that the Client makes all offers of Engagement subject to receiving satisfactory references, which the Client should take up directly. The Client agrees that it shall take up any references provided by the Applicant to it or FI before Engaging such Applicant and verify to its own satisfaction all statements made by or on behalf of an Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is Engaged to work.
7.3.1 - The Client may choose to Engage FI for a small fee based on prevailing market rates in Singapore to be mutually agreed on by both Parties to assist with applying for and obtaining work permits and/or such other permission to work as may be required by law.
7.4. To help FI fulfill its obligations under Clause 7.1, the Client agrees to provide the following information:
7.4.1 - Details about the position to be filled, including the type of work, location, and working hours.
7.4.2 - The necessary experience, training, qualifications, and any required authorizations for the Applicant to hold this position, as well as any known health or safety risks and the steps taken to manage those risks.
7.4.2 - The start date for the Applicant, the expected duration of the work, and the minimum pay, expenses, and benefits offered.
7.4.4 - The payment schedule and the notice period for ending the Engagement.
8. LIABILITY
8.1 Neither FI nor its staff will be responsible for any loss, injury, costs, or damages (whether direct or indirect) that the Client may experience due to FI's efforts to find a candidate for the Client or due to the introduction or hiring of any candidate by the Client. This includes situations where FI fails to introduce a candidate. Specifically, this limitation of liability covers any losses or issues related to the following:
8.1.1 - failure of any Applicant to meet the requirements of the Client for all or any of the purposes for which the Applicant is required by the Client;
8.1.2 - any act or omission of any Applicant, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
8.1.3 - any loss, injury, damage, expense or delay incurred or suffered by an Applicant.
8.2 For the avoidance of doubt, FI does not exclude liability for death or personal injury arising from its own negligence or for fraudulent misrepresentation.
9. SPECIAL SITUATIONS
9.1 If the position the Client wants to fill requires the Applicant to have specific qualifications or authorizations (as required by law or a professional body), or if the job involves working with or caring for individuals under eighteen or those who need special care due to age or health issues, the Client acknowledges that FI has offered to provide copies of any relevant qualifications or authorizations of the Applicant. For jobs involving young people or those needing care, FI has also taken reasonable steps to ensure that the Applicant is suitable for the position. This includes either obtaining two references from people unrelated to the Applicant who agree to share their references with the Client or informing the Client that it has tried to do this but was unable to, along with details about the steps taken.
10. DATA PROTECTION
10.1 Each party warrants and undertakes to the other that, in relation to these Terms, it shall comply strictly with all requirements of the Data Protection Laws.
11. GENERAL
11.1 For the purposes of the Conduct Regulations FI shall operate as an employment agency in relation to the Client (except where any temporary placement (whereby the Client enters into a contract with FI for the temporary provision of the Applicant's services) results from an Introduction to the Client, in which case FI shall act as an employment business).
11.2 These Terms are personal to the Client and it shall not be entitled to assign or sub-contract its obligations or rights under these Terms to any third party without the prior written consent of FI. FI shall however be entitled to assign its obligations or rights under these Terms to any member of FI’s Group and, upon such assignment, without prejudice to the assignor’s rights in respect of matters arising prior to such assignment, all references to FI shall be deemed to refer to the assignee.
11.3 Any assignment of its obligations or rights under these Terms by FI in accordance with clause 11.2 shall be subject to the Client’s prior consent (such consent not to be unreasonably withheld or delayed).
11.4 If any provision or any part of these Terms is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:
11.4.1 - such provision or part shall to that extent be deemed not to form part of these Terms but the enforceability of the remainder of these Terms shall not be affected;
11.4.2 - to the extent permitted by law, FI and the Client shall negotiate in good faith a replacement to any provision severed under clause 11.4.1 by a provision which is of similar effect but which is not illegal or unenforceable.
11.5 None of the provisions of these Terms is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of FI who shall be entitled to enforce the provisions of these Terms as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
12. BINDING EFFECT AND ACCEPTANCE OF TERMS
12.1 This Terms of Service agreement (the "Agreement") serves as a legally binding contract between Focus Insight Pte Ltd (“FI") and (the "Client"). The Client acknowledges and agrees that, pursuant to applicable laws in Singapore, the Agreement shall be considered legally binding without the necessity of a physical or digital signature.
12.2 By engaging with FI's services from this point forward, the Client expressly and unequivocally accepts and agrees to be bound by the terms and conditions set forth in this Agreement. In the event that the Client does not agree to the terms and conditions of this Agreement, it shall promptly notify FI in writing.
12.3 The Agreement constitutes the entire understanding and agreement between the parties, superseding any prior discussions, negotiations, or agreements, whether oral or written, pertaining to the subject matter herein. No modifications or amendments to the Agreement shall be valid or enforceable unless made in writing and duly executed by both parties.
12.4 By continuing to engage with FI's services, the Client affirms its full comprehension of the terms and conditions outlined in this Agreement and unequivocally manifests its intention to be legally bound by them.
13. LAW
13.1 These Terms are governed by the law of Singapore and are subject to the exclusive jurisdiction of the Courts of Singapore.