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    Terms and Conditions

    General Terms And Conditions Of Services

    1.         Acceptance of these Terms

    These Terms, together with the Terms of Use and the Privacy Policy, govern the relationship and conduct between (1) you as the Client or the Talent as the case may be, (2) the Counterparty (who is either the Client or the Talent as the case may be), and (3) us. By using the ZomWork Platform, you agree to these Terms.

     

    2.         Definitions and Interpretation

    2.1        References to "we", "us" and "our" are to ZBJ-SPH Pte Ltd, trading as ZomWork.

    2.2        In these Terms, unless the context otherwise requires, the following definitions shall apply:

    "Applicable Law" means the laws of Singapore, excluding its choice-of-law rules, as set out in Clause 19.1.

    "Chat Service" means the chat function maintained by us on the ZomWork Platform that is meant for communication between you and the Counterparty, and/or between you and us. 

    "Completion Date" means the agreed date by which the Order must be fulfilled and completed by Parties.

    "Counterparty" means one of the following in a Transaction:

    (a)        The Client, if the person in question is the Talent; or

    (b)        The Talent, if the person in question is the Client.

    "Client" means a person who requests for Service through the Platform, whether by issuing his own Tender and Specifications or by selecting a Talent's pre-existing offered Service.

    "Client's Information" means information from the Client provided to the Talent for the purposes of providing the Deliverables, including such information as will enable the Talent to deliver the Deliverables.

    "Client's Materials" means materials from the Client provided to the Talent for the purposes of providing the Deliverables.

    "Deliverables" means the final products, items, advice, and/or services, together with any ancillary items or information necessary for their use, to be ultimately delivered or provided by the Talent to the Client as necessary for the provision of the Service to the Client.

    "Intellectual Property Rights" means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.

    "Order" means a transaction between Parties confirmed through the ZomWork Platform, but for which the Talent has yet to provide Deliverables and the Client  has yet to make payment.

    "Order Form" means the form to be filled up on the ZomWork Platform by the Client or the Talent as the case may be, complete with the necessary information required by the Counterparty.

    "Parties" means both the Client and the Talent.

    "Service" means a service which was, is or would be provided by a Talent to a Client by way of the ZomWork Platform as agreed or to be agreed by the Talent and the Client.

    "Specifications" means, in relation to the Deliverables under these Terms, the description of such final Deliverables agreed to between the Client and the Talent, and set out in the Order Form.

    "Personalised Store Page" means the page(s) setting out information relating to a Talent uploaded by the said Talent that is made available on the ZomWork Platform.

    "Project Request" means the request by a Client of services for any given project as required by the Client, to be tailored to his needs, for which Talents bid to fulfil.

    "Sub-vendor" means any person (other than the relevant Talent) who agrees to provide services for the benefit of the Client in relation or arising from this Agreement, and is carrying out the said provision of services on behalf of the Talent for the purposes of fulfilling an Order.

    "Talent" means any person who agrees to provide services through the ZomWork Platform.

    "Terms" means these General Terms and Conditions of Services.

    "Terms of Use" means the terms of use governing the use of the ZomWork Platform and the ZomWork Website, accessible at https://www.zomwork.com/legal/terms-conditions or at any other webpage as we may provide for on the ZomWork Website, as may be amended by us from time to time.

    "Transaction" means the transaction made between yourself and the Counterparty for the Service(s).

    "ZomWork Platform" means the platform provided by us at the Zomwork Website.

    "ZomWork Website" means our website available at https://www.zomwork.com

     

    3.         General

    3.1        You agree that you are capable of complying with these Terms, and that you shall indemnify and hold harmless other users of the ZomWork Platform and us from any loss caused to them or us by your non-compliance with these Terms.

    3.2        You warrant that you have the capacity to be bound by these Terms and to enter into Orders under these Terms. If you are a minor or otherwise legally disabled, you warrant that your parent or legal guardian is aware of your use of the ZomWork Platform, has consented to your use, and will be responsible for your use of the ZomWork Platform.

    3.3        You agree that any records maintained by the ZomWork Platform of transactions shall be conclusive as to the matters contained within, and agree to waive any right to object to the admissibility or correctness of the records. Such records may include ratings by the Client with respect to the Service provided, for which we disclaim any responsibility in ensuring that the ratings are provided malice-free and/or error-free. 

    3.4        You agree that upon your connection with the Counterparty and/or Sub-vendors (where applicable), or the access to the Counterparty's requirements or other information on the ZomWork Platform, you shall not procure with the Counterparty and/or Sub-vendors (where applicable) outside of the ZomWork Platform any services which are in any way similar to the Services considered by you or the Counterparty and/or Sub-vendors (where applicable) on the ZomWork Platform.

    3.5        You agree that in providing information to the ZomWork Platform, such information shall be accurate and you must update the ZomWork Platform of any changes in the information you have provided.

    3.6        You agree that in the event of any inconsistency between these Terms and any other documents, including but not limited to the Specifications and Order Forms, these Terms shall prevail. You further agree that these Terms shall not be amended unless with the express written permission of ZomWork, with the exception of Clause 12.1.

    3.7        You further agree that any records in electronic form are admissible pursuant to the Electronic Transactions Act (Cap 88), and will not contest the validity of such records solely on the basis of being in an electronic form.

    3.8        By using and/or accessing the ZomWork Platform, you agree to these Terms, as updated from time to time on the ZomWork Website.

     

    4.         Some Client-specific rights and obligations 

    4.1        As a Client, you may request for a Service in two ways:

    (a)        Post a Project Request on the ZomWork Platform, choose a bid from among the Talents who bid for the said Project Request and agree on an Order with the respective Talent; or

    (b)        Browse through existing Personalised Store Pages and agree on an Order with the Talent behind the relevant Personalised Store Page.

    4.2        As a Client, you have the responsibility to ensure that your Project Request and Specifications are accurate, including any descriptions of the Deliverables and your desired price. The Talent and us shall not be liable for any loss caused by any inaccuracy in the Project Request and/or Specifications.

    4.3        As a Client, you are wholly responsible for ensuring that your provided Specifications are correct and fit for your purpose, but you may ask the Talent for assistance thereto if the request for such assistance is part of your Project Request.

    4.4        We do not guarantee the correctness of the description of services provided by Talents and will not be liable to you as a Client for any loss caused by any inaccuracy in the Talent's postings.

    4.5        In addition to the other representations, warranties and undertakings by the Client elsewhere in these Terms, the Client further represents, warrants and undertakes that:

    (a)        it has the full power and authority to procure the Services and to grant the rights and undertake the obligations hereunder;

    (b)        it shall keep to its payment obligations confirmed under the Order as well as those agreed with us; 

    (c)        it shall provide all necessary information and shall extend any necessary cooperation to the Talent for the Talent to fulfil its obligations under the Order and for the Talent to deliver the Deliverables; and

    (d)        it shall act reasonably in modifying or clarifying the Specifications, and in providing instructions to the Talent.

     

    5.         Some Talent-specific rights and obligations 

    5.1        As a Talent, you may provide your Service in two ways:

    (a)        Browse through Project Requests on the ZomWork Platform, bid for one or more Project Requests by submitting relevant proposals to the Clients behind the respective Project Requests and confirming with the Clients the terms of the Transaction(s), and enter into an Order with the Client behind a relevant Project Request; or

    (b)        Create a Personalised Store Page on the ZomWork Platform by uploading your latest projects and other relevant information for Clients' browsing, and enter into an Order with a Client who approaches you via your Personalised Store Page.

    5.2        As a Talent, you have the responsibility to ensure that your listed Service is accurate, including the descriptions of the Deliverables and your desired price. The Client and us shall not be liable for any loss caused by any inaccuracy in your listed Service.

    5.3        You should actively improve your quality for the Service to provide high-quality manuscripts and quality service. In this respect, you warrant that you shall provide the Services in accordance with industry standards. For those who meet the standard of good quality service, we may provide appropriate incentives. We may take reference from the Clients' ratings feedback for your performance as a guide in determining whether you meet industry standards.

    5.4        We do not guarantee the correctness of any Project Request or Specifications posted by Clients, and will not be liable to you as a Talent for any loss caused by any inaccuracy in the Client’s Project Requests thereto.

    5.5        We may require that you pay to us a deposit for the purposes of compensating the Client in the event of any of your breaches under these Terms. Nothing in this Clause purports to limit your liability under these Terms.

    5.6        In addition to the other representations, warranties and undertakings by the Talent elsewhere in these Terms, the Talent further represents, warrants and undertakes that:

    (a)        it has the full power and authority to provide the Services and to grant the rights and undertake the obligations hereunder and satisfies all the requirements and fulfils all the conditions set forth in the Specifications;

    (b)        it will perform all its obligations under these Terms including those set out in the Specifications in accordance with the terms thereof;

    (c)        the Services provided by the Talent will conform in all respects to the Specifications and such other specifications as may have been agreed between the Parties in writing;

    (d)        it will provide and perform the Services in a proper and professional manner at all times;

    (e)        the provision of the Services by the Talent to the Client, including any equipment or Deliverables supplied by the Talent to the Client in connection thereto, do not and will not infringe any Intellectual Property Rights or any rights of whatever nature of any third party; 

    (f)         it shall act, at all times in the best interests of the Client and not allow its interest to conflict with the duties it owes to the Client; 

    (g)        it shall treat the Specifications and other information from the Client as confidential unless the Client has dispensed of such confidentiality with prior written consent;

    (h)        it shall modify bids based on reasonable demand by the Client;

    (i)         it shall not fraudulently post on the ZomWork Platform, whether for fishing for proposals, to inflate total transaction value or otherwise, and shall only post on the ZomWork Platform for the purpose and intent of completing a transaction with a Client on the ZomWork Platform;

    (j)         it shall not fraudulently procure the purchase of its own Services in order to boost its own score on the ZomWork Platform;

    (k)        it shall not carry out acts of sabotage against other Talents;

    (l)         it shall remain reasonably available to the Client, and unless otherwise agreed with the Client, it shall not be unresponsive for more than 48 hours at any single time without prior written notice to the Client;

    (m)       it shall not unreasonably request for additional payments after the Order has been confirmed by Parties;

    (n)        it shall act towards the Client dutifully and in good faith; 

    (o)        it shall comply strictly with all Applicable Laws and regulations and any operating guidelines and rules specified by the Client in the Specifications; 

    (p)        it shall absorb all costs and/or expenses incurred in the performance of the Services unless otherwise expressly agreed in writing by the Client;

    (q)        all Deliverables produced under this agreement are truthful, accurate, complete and provided in accordance with the Specifications and the instructions of the Client;

    (r)         it shall not represent or set itself up as legal or implied agents for the Client save as expressly permitted by the terms of this agreement or with the written consent of the Client, nor incur any liability in the name of or on behalf of the Client or otherwise pledge the credit of the Client; 

    (s)         it shall not to enter into contracts or commitments or receive any money on behalf of the Client without the Client's express written consent; and

    (t)         all prices, benefits, warranties and other terms and conditions under the Orders shall continue to be no less favorable to the Clients  than those currently being offered or that will be offered by the Talent to any of its similarly situated clients outside of the ZomWork Platform, and the Talent agrees to pay to ZomWork the difference due to a breach of this provision without qualification. 

    5.7        Audit

    (a)        The Talent shall allow us to conduct audits at all locations and sites in which the Talent is providing or has provided Deliverables or Services for verification purposes and/or to ensure that there are proper controls and compliance with industry standards.  

    (b)        The Talent shall at its sole cost cooperate with us and/or our auditors and provide all necessary support, information and assistance to the Client and its auditors for the purpose of such audits. The Talent shall grant Client and its auditors access to its premises, records and accounts as are reasonably required for the audit.

    (c)        We may conduct surprise physical audit checks on any locations and sites in which the Talent is providing or has provided goods or services under this agreement for the purpose of such audits.

     

    6.         Orders

    6.1        Any posting of a Project Request by a Client, or any posting of a service by a Talent, constitutes an offer by that Client or Talent as the case may be. As a Client, you may accept a Talent's offer, and as a Talent, you may accept a Client's offer. Whether as Client or Talent, you accept offers by selecting the appropriate button on the ZomWork Platform. After acceptance of an Order Form by you and your Counterparty, an Order will be deemed to be entered into by both Parties that will be binding on both Parties. Before accepting offer, Parties are encouraged to utilise the Chat Service in order to finalise the Specifications and other terms of an Order before entering into one.

    6.2        Save as provided by Clause 13, you agree that when you receive confirmation that your offer has been accepted, you agree that the offer becomes an Order and you are irrevocably and unconditionally bound to complete the Order (whether by paying as a Client or by delivering the Service as a Talent) subject to these Terms.

    6.3        You may agree with your Counterparty to vary an Order in accordance with Clause 14, but we shall not be liable in respect of any loss thereby occasioned.

    6.4        As a Client, where you have provided:

    (a)        Client's Information;

    (b)        Client's Materials; or

    (c)        significant or substantial portions of the Specifications, for the purposes of the Order, you warrant, as applicable, that

    (d)        you have the rights to use and/or license the royalty-free use, of Client’s Information and/or the Specifications; 

    (e)        the Client's Information and/or the Specifications are accurate; and

    (f)         any legal obligations in force that may govern the Client’s provision of such Information, Materials, or Specifications have been complied with.

    6.5        As a Client, you shall indemnify your counterparty Talent in respect of any loss resulting from your breach of Clause 6.4.

    6.6        As a Talent providing Deliverables, where you or your Sub-vendors need the Client's co-operation to:

    (a)        provide access to premises; or

    (b)        provide Client's Materials or Client's Information, whether or not stated in the Specifications, the Client shall be bound by these Terms to co-operate. You will not be held liable under these Terms for failure to fulfil the Order if your failure was due to the counterparty Client's failure to co-operate under this clause.

    6.7        As a Talent, you undertake to use reasonable skill and care, and to execute work to a workmanlike standard, with properly-qualified staff, in fulfilling the Order.

    6.8        As a Talent, you warrant that the Deliverables you provide under an Order:

    (a)        are free from material defects in workmanship; 

    (b)        are free from material defects in design and material, insofar as you are the originator of the design and/or material; and

    (c)        comply with all legal obligations in force that may govern your provision of such Deliverables, whether directly or indirectly.

    6.9        Where as a Talent you offer Deliverables on the ZomWork Platform for a purpose, you warrant that they are fit for purpose, unless otherwise expressly provided in the Specifications in the Order.

    6.10      Where as a Talent you provide Deliverables in accordance with your counterparty Client’s provided Specifications:

    (a)        you warrant that the Deliverables conform to the Specifications; and

    (b)        you will not be taken to have warranted that the Deliverables are fit for any purpose, unless you have been specifically informed by your counterparty Client of his intended purpose.

     

    7.         Completion

    7.1        As a Client, you may include a request for punctual completion in your Specifications, in which case only shall completion on time be treated as a condition.

    7.2        As a Talent, you undertake to fulfil the Order by the Completion Date, which may include delivery of Deliverables as applicable. If the Client has indicated a request for punctual completion, any lateness in completion shall be considered a breach of condition and you may be liable for damages as a result.

    7.3        As a Talent, your obligations to deliver, if any, will be considered fulfilled if:

    (a)        for Deliverables in physical form or media, you either deliver the Deliverables to the Client’s listed address or consign the Deliverables to a courier or delivery agent for the purposes of delivery to the Client by the Completion Date; and

    (b)        for Deliverables in electronic form, you have sent them via email, or otherwise made them accessible over the Internet, and the materials are available for download by the Client.

    7.4        As a Talent, you may charge delivery costs to the Client, but if the Deliverables are services, you may be expected to bear the costs of transport of workmen, materials, and other incidentals in the Order Form.

    7.5        Where there are multiple tranches of Deliverables, each tranche may have its own Completion date, and the provisions of this clause shall apply to each of them individually. 

     

    8.         Remedying Defects and Errors

    8.1        As a Talent, you are obliged to assist the Client to remedy any defects or errors that may appear in the Deliverables which are not in accordance with the Specifications, or as you have agreed between yourselves under Clause 8.6.

    8.2        Clause 8.1 shall not apply if the defects and errors are due to:

    (a)        failure of the Client to store, install, use, or maintain the Deliverables in accordance with any instructions the Talent may give;

    (b)        inherent defects in Client's Materials used to make the Deliverables;

    (c)        inherent defects or inaccuracies in the Specifications where the Specifications were substantially or significantly provided by the Client;

    (d)        the Client or any third party altering the Deliverables in any way, including in attempts to repair, without the consent or authorisation of the Talent; or

    (e)        ordinary wear and tear, wilful damage, negligence, abnormal working conditions, or misuse.

    8.3        As a Client, if you receive Deliverables fundamentally different from what you have requested or accepted, and if such difference is not due to your own neglect, you have the right to return the Deliverables and to request a refund from your counterparty Talent. In the event of a dispute as to what is fundamentally different, you agree that ZomWork shall have the absolute discretion in deciding and to decide whether and how much refund should be paid from the Talent to the Client.

    8.4        As a Talent, you shall bear the costs of any transport of Deliverables for the purposes of executing repairs or remedies or returns under this Clause 8.

    8.5        This Clause 8 shall apply to replaced or repaired Deliverables, save that any computation of time shall be taken with reference to the delivery or provision of the original Deliverables, such that any warranty or replacement periods will not be extended by any replacement or repair of Deliverables.

    8.6        If you agree with your counterparty under Clause 14.2 for a more generous warranty or repair period than this Clause 8 provides, the terms of such warranty or repair period shall supersede the terms of this Clause 8.

     

    9.         Pricing and Payment

    9.1        As a Client, you are obliged to make payment for the Deliverables via such means as we may provide or specify. 

    9.2        Payment shall be made subject also to the Terms of Use of any payment agents or methods that we may specify. The expected timelines and fees to be deducted for costs due to ZomWork are indicated at the following website: https://www.zomwork.com  , and you as the Client and/or Talent agree to these fees.

    9.3        Payment made shall be exclusive of any bank fees, which the transferor (i.e. either the Talent or the Client as the case may be) shall bear.

    9.4        We reserve the right to modify or vary the availability of payment agents or methods without providing Parties with any reason or explanation.

    9.5        When payment by way of a deposit is required to be made by the Client to us as required by us, we shall hold the money in escrow, which shall be released to the Talent after the Service is completed upon the Client's indication on the ZomWork Platform of the same, or after 7 days have elapsed from the time the Talent has indicated that it has completed the Service and the Client has not made any claims as to any incomplete Services. 

    9.6        In any event, we shall not be liable for any payments due or owing to you, including but not limited to any outstanding payments from the Counterparty due and owing.

     

    10.       Our Rights

    10.1      You agree that we shall not be held liable in respect of any non-performance of obligations by you or your counterparty.

    10.2      You agree that we reserve the rights to enforce these Terms and the Terms of Use as against any of the Parties for any non-compliance thereto, including barring Parties from the use of the ZomWork Platform without any compensation.

    10.3      The Terms of Use and the Privacy Policy shall be deemed to be incorporated by reference under these Terms.

    10.4      You agree that any violation of the Terms of Use render any Orders voidable at our option only. You will not have any right to plead the invalidity of any Orders based solely on the grounds that the Terms of Use were breached.

    10.5      If you breach any of these Terms, we shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law we are entitled to claim against you:

    (a)        Limit or remove entirely your profile on the ZomWork Platform;

    (b)        Restrict or remove your access to the ZomWork Platform; 

    (c)        Where you acted fraudulently or provided inaccurate information to us, remove your access to the ZomWork Platform without any refunds for any fees or other monies paid to us; and/or

    (d)        Delete or modify any of the content you upload onto the ZomWork Platform

     

    11.       Confidentiality

    11.1      As a Talent, your counterparty Client may provide Client’s Information to you. Such information may include his proprietary data or information, or personal data within the meaning of the Personal Data Protection Act 2012 (No. 26 of 2012).

    11.2      As a Talent, you acknowledge that you may only use Client’s Information for the purposes of providing Deliverables under these Terms. For this purpose, you may permit your employees, officers, representatives, contractors, or agents access to Client’s Information to the extent that they need to know for the purposes of providing Deliverables under these Terms.

    11.3      As a Talent, you undertake to observe the following:

    (a)        To keep Client’s Information confidential;

    (b)        To ensure the reasonable security of Client’s Information;

    (c)        Not to disclose Client’s Information to third parties unless compelled to by force of law; and

    (d)        To destroy any copies of Client’s Information in your possession at a reasonable time after the conclusion of your obligations under these Terms, including your remedial obligations under Clause 11.

    11.4      As a Talent, where Client’s Information is personal data within the meaning of the Personal Data Protection Act 2012, you are expected to comply with the Personal Data Protection Act 2012 as a data intermediary of the Client, unless otherwise provided in the Specifications or by separate agreement in writing by you and the Client.

    11.5      As a Talent, if you cause any loss to your Counterparty Client by breaching this clause, you undertake to indemnify him for any loss and damages occasioned by a breach of this clause for which you are responsible.

     

    12.       Intellectual Property Rights

    12.1      As a Talent, you agree to irrevocably assign any Intellectual Property Rights in any original works or subject matter subsisting in the Deliverables to your counterparty Client. 

    12.2      The Talent shall defend, indemnify and hold harmless the Client and its officers, directors, employees, agents and representatives against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, anticipated savings, business opportunity, reputation or goodwill, and all interest, penalties and legal costs and all other professional costs and expenses) arising from or in connection with any claim or action against Client by any third party for actual or alleged infringement of the Intellectual Property Rights in the Deliverables.

     

    13.       Termination

    13.1      As a Client, you may terminate an Order at no cost within 1 day after the Order has been entered into by Parties, provided that the Counterparty Talent has not taken any steps to provide Deliverables under the Order. If steps have been taken by the Counterparty Talent you shall bear half the total payment (without including any payments made for completed milestones) under the Order as a default position, or such other amount as we may direct in our absolute discretion. 

    13.2      As a Talent, you may terminate an Order at no cost within 1 day after the Order has been entered into by Parties if for whatever reason you find yourself unable to fulfil the Order. However, you will be liable for any losses occasioned to the Counterparty Client if you terminate an Order after these 1 day.

    13.3      Whether as Client or Talent, you acknowledge that, without affecting other rights and remedies available under these Terms or the Applicable Law, either the Client or the Talent may terminate an Order with immediate effect by giving notice in writing if:

    (a)        either the Client or the Talent commits a material breach and, if remediable, fails to remedy the breach within 7 calendar days;

    (b)        either the Client or the Talent takes any steps or actions in connection with:

    (i)         administration;

    (ii)         provisional liquidation;

    (iii)        composition;

    (iv)        arrangements with its creditors (unless for a solvent restructuring);

    (v)        being wound up, whether voluntarily or by order of court (unless for a solvent restructuring);

    (vi)        having a receiver appointed to any of its assets; or

    (vii)       ceasing to carry on business, regardless of the jurisdiction in which the steps are taken,

    (c)        either the Client or the Talent suspends, ceases, or threatens to suspend or cease all or a substantial part of its business;

    (d)        either the Client’s or the Talent’s financial position deteriorates to such an extent that in the terminating Party’s reasonable opinion, the other Party’s ability to fulfil the Agreement is in serious jeopardy. 

    13.4      For the avoidance of doubt, if you as the Client fails to make delivery or payment, whether in respect of the entirety of the Deliverables or an instalment thereof, your non-payment shall be considered a material breach, especially for the purposes of Clause 13.3(a).

    13.5      Whether as Client or Talent, if your Order is terminated, you will no longer owe any obligations due in the future to your counterparty, but you will still be liable in respect of any obligations or payments already owed but not fulfilled at the date of the termination.

    13.6      Notwithstanding Clause 13.5, the termination of an Order shall not affect any provision of these Terms, or any remedies available to you, that expressly or by implication is intended to come into force or continue after the termination of an Order.

    13.7      Orders shall not be invalidated or terminated merely by reason that we or the ZomWork Platform cease to exist without a successor or otherwise transferring its rights under Clause 14.3, and will continue in full force and effect subject as far as possible to these Terms as if you and your counterparty had contracted for the Deliverables on your own accord without us or the ZomWork Platform having been a Party in these Terms. 

     

    14.       Assignment, Variation, and Third Party Rights

    14.1      Except as agreed between you and the Counterparty and/or provided for under Clause 14.2, you shall not have the right to assign, mortgage, delegate, or purport to otherwise shift their obligations and benefits due under these Terms, unless your counterparty consents. 

    14.2      As the Talent, you may subcontract your obligations due under these Terms, but you shall remain liable for the same.

    14.3      You shall not have the right to vary these Terms as between yourself and your counterparty, unless your counterparty consents to your proposed variation of terms.

    14.4      We shall have the ability to assign, mortgage, subcontract, delegate, or otherwise shift its obligations and benefits under these Terms to any person it may name, and that person shall be party to these Terms as if he had been in our position from the beginning.

    14.5      Any person or entity who is not a party to these Terms, with the exception of the Counterparty, shall have no rights in respect of these Terms under the Contracts (Rights of Third Parties) Act (Cap 53B), even if identified by name, by class, or by description. For the avoidance of doubt, this shall not affect any assignment of rights, benefits, or obligations in accordance with this Clause 14.

     

    15.       Rights and Remedies, Waiver, and Severance

    15.1      Any rights and remedies accruing to you under these Terms shall be cumulative, and shall not prevent the exercise of any other right or remedy that you may have under these terms.

    15.2      A waiver by you of any of your rights or remedies under these Terms or the Applicable Laws is only effective if given in writing, and shall not operate to waive any future breach or default except to any extent expressly stated. 

    15.3      A delay by you in exercising any legal right or remedy under these Terms or the Applicable Laws will not be taken to be a waiver of that right or remedy, and will not restrict or prevent your exercise of that right or remedy at any point in time. 

    15.4      Your single or partial exercise of any right or remedy shall not prevent or restrict your further exercise of that or any other right or remedy.

    15.5      If any clause or sub-clause of these Terms is or becomes illegal, invalid, or unenforceable, it shall be deemed modified to the extent necessary to render it legal, valid, and enforceable. If it cannot be so modified, the relevant clause or sub-clause shall be excised. Any such excision will not affect the validity of the remaining clauses.         

     

    16.       Force Majeure, Acts of God, and Frustrating Events

    16.1      You are not liable for failure to perform your obligations if such failure is a result of:

    (a)        acts of God (natural disasters, including fire, flood, earthquake, storm, or hurricane); or

    (b)        events force majeure (man-made interruptions, including war, invasion, hostilities, strikes, rebellion, sanctions, strikes, blockades, interruption in utilities, lockouts, or passage of adverse legislation, but not eviction for non-payment of rent, or confiscation of materials as security for non-payment), that are beyond your control, or that originate in human agency beyond your power to realistically affect.

    16.2      If you are wholly unable to perform your obligations under these Terms because of events under Clause 16.1, the Agreement shall be treated as frustrated, and the Frustrated Contracts Act (Cap 115) shall apply.

    16.3      For the avoidance of doubt, performance shall be deemed wholly impossible only if it is physically or legally impossible, and not merely because it has become more onerous or difficult, or financially disadvantageous to you to do so.

     

    17.       Exclusions

    17.1      Nothing in these Terms shall limit or exclude your liability for:

    (a)        death or personal injury caused by your negligence or the negligence of your employees, agents, or subcontractors;

    (b)        fraud or fraudulent misrepresentation;

    (c)        active sabotage or other wilfully malicious activity; or

    (d)        breach of any term or condition for which liability cannot be limited or excluded by the Applicable Law, for which you remain liable to the Counterparty and to us for any loss, damage, costs and expenses incurred as a result of these breaches.

    17.2      For the avoidance of doubt, this Clause 17 shall not waive or exclude any liability in relation to matters on which these Terms are silent.

     

    18.       Dispute Resolution 

    18.1      Subject to Clause 18.2, if any dispute arises between you and the Counterparty as to the application of these Terms, you shall first refer the dispute to us by sending us a notice of dispute by way of [email protected]

    18.2      For Deliverables and Services completed as indicated by the Talent or the Client for less than 7 days, we may attempt to resolve any dispute between you and the Counterparty thus arising by way of mediating between you and the Counterparty, after which you agree that we have the right to make a determination on the dispute between you and the Counterparty based on evidence submitted by you and the Counterparty. 

    18.3      You agree that in the event of us making the said determination on the dispute between you and the Counterparty, such determination shall be final, without any recourse by you to take up any further dispute resolution proceedings whatsoever. Our determination on the dispute may include us imposing a full or partial refund or direct that a reasonable sum of money to be paid for services already rendered or work already done. Our discretion for such a determination is final and binding, and Parties agree that the said determination shall not be appealable or applied to be set aside by Parties.

    18.4      You agree that you shall have recourse to the Singapore courts only after the dispute has first been referred to us under Clause 18.1, we have been unsuccessful in resolving the dispute and have not replied to you within 28 days from the date of notice as provided in accordance with Clause 18.1 and Clause 18.3.

    18.5      We reserve the right to refuse to assist in resolving any dispute under this Clause in any event.

     

    19.       Governing Law and Jurisdiction

    19.1      These Terms shall be governed by the laws of the Republic of Singapore, but excluding its choice-of-law rules.

    19.2      Subject to Clause 18, and in respect of any dispute arising from these Terms, you and us agree to submit to the exclusive jurisdiction of the Singapore courts, including subsidiary tribunals.

     

    20.       Miscellaneous

    20.1      In these Terms, unless the context otherwise requires:

    (a)        A reference to any statute or statutory provision is a reference to the statute or statutory provision in force as amended or re-enacted at the date of these Terms, and includes all subsidiary legislation under that statute or statutory provision.

    (b)        A reference to persons includes natural persons, corporate bodies, and unincorporated associations, whether or not they possess separate legal personality.

    (c)        A reference to a Party includes its personal representatives, heirs, successors, and assigns.

    (d)        A reference to the terms include, including, in particular, for example, and other like phrases shall be illustrative only and shall not be construed as having exhaustive effect.

    (e)        A reference to the singular is a reference also to the plural, and a reference to the masculine is also a reference to the feminine and to the gender-neutral “it”.

    (f)         A reference to writing and its grammatically cognate expressions shall include a reference to email.


    General Terms And Conditions Of Services

    1.         Acceptance of these Terms

    These Terms, together with the Terms of Use and the Privacy Policy, govern the relationship and conduct between (1) you as the Client or the Talent as the case may be, (2) the Counterparty (who is either the Client or the Talent as the case may be), and (3) us. By using the ZomWork Platform, you agree to these Terms.

     

    2.         Definitions and Interpretation

    2.1        References to "we", "us" and "our" are to ZBJ-SPH Pte Ltd, trading as ZomWork.

    2.2        In these Terms, unless the context otherwise requires, the following definitions shall apply:

    "Applicable Law" means the laws of Singapore, excluding its choice-of-law rules, as set out in Clause 19.1.

    "Chat Service" means the chat function maintained by us on the ZomWork Platform that is meant for communication between you and the Counterparty, and/or between you and us. 

    "Completion Date" means the agreed date by which the Order must be fulfilled and completed by Parties.

    "Counterparty" means one of the following in a Transaction:

    (a)        The Client, if the person in question is the Talent; or

    (b)        The Talent, if the person in question is the Client.

    "Client" means a person who requests for Service through the Platform, whether by issuing his own Tender and Specifications or by selecting a Talent's pre-existing offered Service.

    "Client's Information" means information from the Client provided to the Talent for the purposes of providing the Deliverables, including such information as will enable the Talent to deliver the Deliverables.

    "Client's Materials" means materials from the Client provided to the Talent for the purposes of providing the Deliverables.

    "Deliverables" means the final products, items, advice, and/or services, together with any ancillary items or information necessary for their use, to be ultimately delivered or provided by the Talent to the Client as necessary for the provision of the Service to the Client.

    "Intellectual Property Rights" means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.

    "Order" means a transaction between Parties confirmed through the ZomWork Platform, but for which the Talent has yet to provide Deliverables and the Client  has yet to make payment.

    "Order Form" means the form to be filled up on the ZomWork Platform by the Client or the Talent as the case may be, complete with the necessary information required by the Counterparty.

    "Parties" means both the Client and the Talent.

    "Service" means a service which was, is or would be provided by a Talent to a Client by way of the ZomWork Platform as agreed or to be agreed by the Talent and the Client.

    "Specifications" means, in relation to the Deliverables under these Terms, the description of such final Deliverables agreed to between the Client and the Talent, and set out in the Order Form.

    "Personalised Store Page" means the page(s) setting out information relating to a Talent uploaded by the said Talent that is made available on the ZomWork Platform.

    "Project Request" means the request by a Client of services for any given project as required by the Client, to be tailored to his needs, for which Talents bid to fulfil.

    "Sub-vendor" means any person (other than the relevant Talent) who agrees to provide services for the benefit of the Client in relation or arising from this Agreement, and is carrying out the said provision of services on behalf of the Talent for the purposes of fulfilling an Order.

    "Talent" means any person who agrees to provide services through the ZomWork Platform.

    "Terms" means these General Terms and Conditions of Services.

    "Terms of Use" means the terms of use governing the use of the ZomWork Platform and the ZomWork Website, accessible at https://www.zomwork.com/legal/terms-conditions or at any other webpage as we may provide for on the ZomWork Website, as may be amended by us from time to time.

    "Transaction" means the transaction made between yourself and the Counterparty for the Service(s).

    "ZomWork Platform" means the platform provided by us at the Zomwork Website.

    "ZomWork Website" means our website available at https://www.zomwork.com

     

    3.         General

    3.1        You agree that you are capable of complying with these Terms, and that you shall indemnify and hold harmless other users of the ZomWork Platform and us from any loss caused to them or us by your non-compliance with these Terms.

    3.2        You warrant that you have the capacity to be bound by these Terms and to enter into Orders under these Terms. If you are a minor or otherwise legally disabled, you warrant that your parent or legal guardian is aware of your use of the ZomWork Platform, has consented to your use, and will be responsible for your use of the ZomWork Platform.

    3.3        You agree that any records maintained by the ZomWork Platform of transactions shall be conclusive as to the matters contained within, and agree to waive any right to object to the admissibility or correctness of the records. Such records may include ratings by the Client with respect to the Service provided, for which we disclaim any responsibility in ensuring that the ratings are provided malice-free and/or error-free. 

    3.4        You agree that upon your connection with the Counterparty and/or Sub-vendors (where applicable), or the access to the Counterparty's requirements or other information on the ZomWork Platform, you shall not procure with the Counterparty and/or Sub-vendors (where applicable) outside of the ZomWork Platform any services which are in any way similar to the Services considered by you or the Counterparty and/or Sub-vendors (where applicable) on the ZomWork Platform.

    3.5        You agree that in providing information to the ZomWork Platform, such information shall be accurate and you must update the ZomWork Platform of any changes in the information you have provided.

    3.6        You agree that in the event of any inconsistency between these Terms and any other documents, including but not limited to the Specifications and Order Forms, these Terms shall prevail. You further agree that these Terms shall not be amended unless with the express written permission of ZomWork, with the exception of Clause 12.1.

    3.7        You further agree that any records in electronic form are admissible pursuant to the Electronic Transactions Act (Cap 88), and will not contest the validity of such records solely on the basis of being in an electronic form.

    3.8        By using and/or accessing the ZomWork Platform, you agree to these Terms, as updated from time to time on the ZomWork Website.

     

    4.         Some Client-specific rights and obligations 

    4.1        As a Client, you may request for a Service in two ways:

    (a)        Post a Project Request on the ZomWork Platform, choose a bid from among the Talents who bid for the said Project Request and agree on an Order with the respective Talent; or

    (b)        Browse through existing Personalised Store Pages and agree on an Order with the Talent behind the relevant Personalised Store Page.

    4.2        As a Client, you have the responsibility to ensure that your Project Request and Specifications are accurate, including any descriptions of the Deliverables and your desired price. The Talent and us shall not be liable for any loss caused by any inaccuracy in the Project Request and/or Specifications.

    4.3        As a Client, you are wholly responsible for ensuring that your provided Specifications are correct and fit for your purpose, but you may ask the Talent for assistance thereto if the request for such assistance is part of your Project Request.

    4.4        We do not guarantee the correctness of the description of services provided by Talents and will not be liable to you as a Client for any loss caused by any inaccuracy in the Talent's postings.

    4.5        In addition to the other representations, warranties and undertakings by the Client elsewhere in these Terms, the Client further represents, warrants and undertakes that:

    (a)        it has the full power and authority to procure the Services and to grant the rights and undertake the obligations hereunder;

    (b)        it shall keep to its payment obligations confirmed under the Order as well as those agreed with us; 

    (c)        it shall provide all necessary information and shall extend any necessary cooperation to the Talent for the Talent to fulfil its obligations under the Order and for the Talent to deliver the Deliverables; and

    (d)        it shall act reasonably in modifying or clarifying the Specifications, and in providing instructions to the Talent.

     

    5.         Some Talent-specific rights and obligations 

    5.1        As a Talent, you may provide your Service in two ways:

    (a)        Browse through Project Requests on the ZomWork Platform, bid for one or more Project Requests by submitting relevant proposals to the Clients behind the respective Project Requests and confirming with the Clients the terms of the Transaction(s), and enter into an Order with the Client behind a relevant Project Request; or

    (b)        Create a Personalised Store Page on the ZomWork Platform by uploading your latest projects and other relevant information for Clients' browsing, and enter into an Order with a Client who approaches you via your Personalised Store Page.

    5.2        As a Talent, you have the responsibility to ensure that your listed Service is accurate, including the descriptions of the Deliverables and your desired price. The Client and us shall not be liable for any loss caused by any inaccuracy in your listed Service.

    5.3        You should actively improve your quality for the Service to provide high-quality manuscripts and quality service. In this respect, you warrant that you shall provide the Services in accordance with industry standards. For those who meet the standard of good quality service, we may provide appropriate incentives. We may take reference from the Clients' ratings feedback for your performance as a guide in determining whether you meet industry standards.

    5.4        We do not guarantee the correctness of any Project Request or Specifications posted by Clients, and will not be liable to you as a Talent for any loss caused by any inaccuracy in the Client’s Project Requests thereto.

    5.5        We may require that you pay to us a deposit for the purposes of compensating the Client in the event of any of your breaches under these Terms. Nothing in this Clause purports to limit your liability under these Terms.

    5.6        In addition to the other representations, warranties and undertakings by the Talent elsewhere in these Terms, the Talent further represents, warrants and undertakes that:

    (a)        it has the full power and authority to provide the Services and to grant the rights and undertake the obligations hereunder and satisfies all the requirements and fulfils all the conditions set forth in the Specifications;

    (b)        it will perform all its obligations under these Terms including those set out in the Specifications in accordance with the terms thereof;

    (c)        the Services provided by the Talent will conform in all respects to the Specifications and such other specifications as may have been agreed between the Parties in writing;

    (d)        it will provide and perform the Services in a proper and professional manner at all times;

    (e)        the provision of the Services by the Talent to the Client, including any equipment or Deliverables supplied by the Talent to the Client in connection thereto, do not and will not infringe any Intellectual Property Rights or any rights of whatever nature of any third party; 

    (f)         it shall act, at all times in the best interests of the Client and not allow its interest to conflict with the duties it owes to the Client; 

    (g)        it shall treat the Specifications and other information from the Client as confidential unless the Client has dispensed of such confidentiality with prior written consent;

    (h)        it shall modify bids based on reasonable demand by the Client;

    (i)         it shall not fraudulently post on the ZomWork Platform, whether for fishing for proposals, to inflate total transaction value or otherwise, and shall only post on the ZomWork Platform for the purpose and intent of completing a transaction with a Client on the ZomWork Platform;

    (j)         it shall not fraudulently procure the purchase of its own Services in order to boost its own score on the ZomWork Platform;

    (k)        it shall not carry out acts of sabotage against other Talents;

    (l)         it shall remain reasonably available to the Client, and unless otherwise agreed with the Client, it shall not be unresponsive for more than 48 hours at any single time without prior written notice to the Client;

    (m)       it shall not unreasonably request for additional payments after the Order has been confirmed by Parties;

    (n)        it shall act towards the Client dutifully and in good faith; 

    (o)        it shall comply strictly with all Applicable Laws and regulations and any operating guidelines and rules specified by the Client in the Specifications; 

    (p)        it shall absorb all costs and/or expenses incurred in the performance of the Services unless otherwise expressly agreed in writing by the Client;

    (q)        all Deliverables produced under this agreement are truthful, accurate, complete and provided in accordance with the Specifications and the instructions of the Client;

    (r)         it shall not represent or set itself up as legal or implied agents for the Client save as expressly permitted by the terms of this agreement or with the written consent of the Client, nor incur any liability in the name of or on behalf of the Client or otherwise pledge the credit of the Client; 

    (s)         it shall not to enter into contracts or commitments or receive any money on behalf of the Client without the Client's express written consent; and

    (t)         all prices, benefits, warranties and other terms and conditions under the Orders shall continue to be no less favorable to the Clients  than those currently being offered or that will be offered by the Talent to any of its similarly situated clients outside of the ZomWork Platform, and the Talent agrees to pay to ZomWork the difference due to a breach of this provision without qualification. 

    5.7        Audit

    (a)        The Talent shall allow us to conduct audits at all locations and sites in which the Talent is providing or has provided Deliverables or Services for verification purposes and/or to ensure that there are proper controls and compliance with industry standards.  

    (b)        The Talent shall at its sole cost cooperate with us and/or our auditors and provide all necessary support, information and assistance to the Client and its auditors for the purpose of such audits. The Talent shall grant Client and its auditors access to its premises, records and accounts as are reasonably required for the audit.

    (c)        We may conduct surprise physical audit checks on any locations and sites in which the Talent is providing or has provided goods or services under this agreement for the purpose of such audits.

     

    6.         Orders

    6.1        Any posting of a Project Request by a Client, or any posting of a service by a Talent, constitutes an offer by that Client or Talent as the case may be. As a Client, you may accept a Talent's offer, and as a Talent, you may accept a Client's offer. Whether as Client or Talent, you accept offers by selecting the appropriate button on the ZomWork Platform. After acceptance of an Order Form by you and your Counterparty, an Order will be deemed to be entered into by both Parties that will be binding on both Parties. Before accepting offer, Parties are encouraged to utilise the Chat Service in order to finalise the Specifications and other terms of an Order before entering into one.

    6.2        Save as provided by Clause 13, you agree that when you receive confirmation that your offer has been accepted, you agree that the offer becomes an Order and you are irrevocably and unconditionally bound to complete the Order (whether by paying as a Client or by delivering the Service as a Talent) subject to these Terms.

    6.3        You may agree with your Counterparty to vary an Order in accordance with Clause 14, but we shall not be liable in respect of any loss thereby occasioned.

    6.4        As a Client, where you have provided:

    (a)        Client's Information;

    (b)        Client's Materials; or

    (c)        significant or substantial portions of the Specifications, for the purposes of the Order, you warrant, as applicable, that

    (d)        you have the rights to use and/or license the royalty-free use, of Client’s Information and/or the Specifications; 

    (e)        the Client's Information and/or the Specifications are accurate; and

    (f)         any legal obligations in force that may govern the Client’s provision of such Information, Materials, or Specifications have been complied with.

    6.5        As a Client, you shall indemnify your counterparty Talent in respect of any loss resulting from your breach of Clause 6.4.

    6.6        As a Talent providing Deliverables, where you or your Sub-vendors need the Client's co-operation to:

    (a)        provide access to premises; or

    (b)        provide Client's Materials or Client's Information, whether or not stated in the Specifications, the Client shall be bound by these Terms to co-operate. You will not be held liable under these Terms for failure to fulfil the Order if your failure was due to the counterparty Client's failure to co-operate under this clause.

    6.7        As a Talent, you undertake to use reasonable skill and care, and to execute work to a workmanlike standard, with properly-qualified staff, in fulfilling the Order.

    6.8        As a Talent, you warrant that the Deliverables you provide under an Order:

    (a)        are free from material defects in workmanship; 

    (b)        are free from material defects in design and material, insofar as you are the originator of the design and/or material; and

    (c)        comply with all legal obligations in force that may govern your provision of such Deliverables, whether directly or indirectly.

    6.9        Where as a Talent you offer Deliverables on the ZomWork Platform for a purpose, you warrant that they are fit for purpose, unless otherwise expressly provided in the Specifications in the Order.

    6.10      Where as a Talent you provide Deliverables in accordance with your counterparty Client’s provided Specifications:

    (a)        you warrant that the Deliverables conform to the Specifications; and

    (b)        you will not be taken to have warranted that the Deliverables are fit for any purpose, unless you have been specifically informed by your counterparty Client of his intended purpose.

     

    7.         Completion

    7.1        As a Client, you may include a request for punctual completion in your Specifications, in which case only shall completion on time be treated as a condition.

    7.2        As a Talent, you undertake to fulfil the Order by the Completion Date, which may include delivery of Deliverables as applicable. If the Client has indicated a request for punctual completion, any lateness in completion shall be considered a breach of condition and you may be liable for damages as a result.

    7.3        As a Talent, your obligations to deliver, if any, will be considered fulfilled if:

    (a)        for Deliverables in physical form or media, you either deliver the Deliverables to the Client’s listed address or consign the Deliverables to a courier or delivery agent for the purposes of delivery to the Client by the Completion Date; and

    (b)        for Deliverables in electronic form, you have sent them via email, or otherwise made them accessible over the Internet, and the materials are available for download by the Client.

    7.4        As a Talent, you may charge delivery costs to the Client, but if the Deliverables are services, you may be expected to bear the costs of transport of workmen, materials, and other incidentals in the Order Form.

    7.5        Where there are multiple tranches of Deliverables, each tranche may have its own Completion date, and the provisions of this clause shall apply to each of them individually. 

     

    8.         Remedying Defects and Errors

    8.1        As a Talent, you are obliged to assist the Client to remedy any defects or errors that may appear in the Deliverables which are not in accordance with the Specifications, or as you have agreed between yourselves under Clause 8.6.

    8.2        Clause 8.1 shall not apply if the defects and errors are due to:

    (a)        failure of the Client to store, install, use, or maintain the Deliverables in accordance with any instructions the Talent may give;

    (b)        inherent defects in Client's Materials used to make the Deliverables;

    (c)        inherent defects or inaccuracies in the Specifications where the Specifications were substantially or significantly provided by the Client;

    (d)        the Client or any third party altering the Deliverables in any way, including in attempts to repair, without the consent or authorisation of the Talent; or

    (e)        ordinary wear and tear, wilful damage, negligence, abnormal working conditions, or misuse.

    8.3        As a Client, if you receive Deliverables fundamentally different from what you have requested or accepted, and if such difference is not due to your own neglect, you have the right to return the Deliverables and to request a refund from your counterparty Talent. In the event of a dispute as to what is fundamentally different, you agree that ZomWork shall have the absolute discretion in deciding and to decide whether and how much refund should be paid from the Talent to the Client.

    8.4        As a Talent, you shall bear the costs of any transport of Deliverables for the purposes of executing repairs or remedies or returns under this Clause 8.

    8.5        This Clause 8 shall apply to replaced or repaired Deliverables, save that any computation of time shall be taken with reference to the delivery or provision of the original Deliverables, such that any warranty or replacement periods will not be extended by any replacement or repair of Deliverables.

    8.6        If you agree with your counterparty under Clause 14.2 for a more generous warranty or repair period than this Clause 8 provides, the terms of such warranty or repair period shall supersede the terms of this Clause 8.

     

    9.         Pricing and Payment

    9.1        As a Client, you are obliged to make payment for the Deliverables via such means as we may provide or specify. 

    9.2        Payment shall be made subject also to the Terms of Use of any payment agents or methods that we may specify. The expected timelines and fees to be deducted for costs due to ZomWork are indicated at the following website: https://www.zomwork.com  , and you as the Client and/or Talent agree to these fees.

    9.3        Payment made shall be exclusive of any bank fees, which the transferor (i.e. either the Talent or the Client as the case may be) shall bear.

    9.4        We reserve the right to modify or vary the availability of payment agents or methods without providing Parties with any reason or explanation.

    9.5        When payment by way of a deposit is required to be made by the Client to us as required by us, we shall hold the money in escrow, which shall be released to the Talent after the Service is completed upon the Client's indication on the ZomWork Platform of the same, or after 7 days have elapsed from the time the Talent has indicated that it has completed the Service and the Client has not made any claims as to any incomplete Services. 

    9.6        In any event, we shall not be liable for any payments due or owing to you, including but not limited to any outstanding payments from the Counterparty due and owing.

     

    10.       Our Rights

    10.1      You agree that we shall not be held liable in respect of any non-performance of obligations by you or your counterparty.

    10.2      You agree that we reserve the rights to enforce these Terms and the Terms of Use as against any of the Parties for any non-compliance thereto, including barring Parties from the use of the ZomWork Platform without any compensation.

    10.3      The Terms of Use and the Privacy Policy shall be deemed to be incorporated by reference under these Terms.

    10.4      You agree that any violation of the Terms of Use render any Orders voidable at our option only. You will not have any right to plead the invalidity of any Orders based solely on the grounds that the Terms of Use were breached.

    10.5      If you breach any of these Terms, we shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law we are entitled to claim against you:

    (a)        Limit or remove entirely your profile on the ZomWork Platform;

    (b)        Restrict or remove your access to the ZomWork Platform; 

    (c)        Where you acted fraudulently or provided inaccurate information to us, remove your access to the ZomWork Platform without any refunds for any fees or other monies paid to us; and/or

    (d)        Delete or modify any of the content you upload onto the ZomWork Platform

     

    11.       Confidentiality

    11.1      As a Talent, your counterparty Client may provide Client’s Information to you. Such information may include his proprietary data or information, or personal data within the meaning of the Personal Data Protection Act 2012 (No. 26 of 2012).

    11.2      As a Talent, you acknowledge that you may only use Client’s Information for the purposes of providing Deliverables under these Terms. For this purpose, you may permit your employees, officers, representatives, contractors, or agents access to Client’s Information to the extent that they need to know for the purposes of providing Deliverables under these Terms.

    11.3      As a Talent, you undertake to observe the following:

    (a)        To keep Client’s Information confidential;

    (b)        To ensure the reasonable security of Client’s Information;

    (c)        Not to disclose Client’s Information to third parties unless compelled to by force of law; and

    (d)        To destroy any copies of Client’s Information in your possession at a reasonable time after the conclusion of your obligations under these Terms, including your remedial obligations under Clause 11.

    11.4      As a Talent, where Client’s Information is personal data within the meaning of the Personal Data Protection Act 2012, you are expected to comply with the Personal Data Protection Act 2012 as a data intermediary of the Client, unless otherwise provided in the Specifications or by separate agreement in writing by you and the Client.

    11.5      As a Talent, if you cause any loss to your Counterparty Client by breaching this clause, you undertake to indemnify him for any loss and damages occasioned by a breach of this clause for which you are responsible.

     

    12.       Intellectual Property Rights

    12.1      As a Talent, you agree to irrevocably assign any Intellectual Property Rights in any original works or subject matter subsisting in the Deliverables to your counterparty Client. 

    12.2      The Talent shall defend, indemnify and hold harmless the Client and its officers, directors, employees, agents and representatives against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, anticipated savings, business opportunity, reputation or goodwill, and all interest, penalties and legal costs and all other professional costs and expenses) arising from or in connection with any claim or action against Client by any third party for actual or alleged infringement of the Intellectual Property Rights in the Deliverables.

     

    13.       Termination

    13.1      As a Client, you may terminate an Order at no cost within 1 day after the Order has been entered into by Parties, provided that the Counterparty Talent has not taken any steps to provide Deliverables under the Order. If steps have been taken by the Counterparty Talent you shall bear half the total payment (without including any payments made for completed milestones) under the Order as a default position, or such other amount as we may direct in our absolute discretion. 

    13.2      As a Talent, you may terminate an Order at no cost within 1 day after the Order has been entered into by Parties if for whatever reason you find yourself unable to fulfil the Order. However, you will be liable for any losses occasioned to the Counterparty Client if you terminate an Order after these 1 day.

    13.3      Whether as Client or Talent, you acknowledge that, without affecting other rights and remedies available under these Terms or the Applicable Law, either the Client or the Talent may terminate an Order with immediate effect by giving notice in writing if:

    (a)        either the Client or the Talent commits a material breach and, if remediable, fails to remedy the breach within 7 calendar days;

    (b)        either the Client or the Talent takes any steps or actions in connection with:

    (i)         administration;

    (ii)         provisional liquidation;

    (iii)        composition;

    (iv)        arrangements with its creditors (unless for a solvent restructuring);

    (v)        being wound up, whether voluntarily or by order of court (unless for a solvent restructuring);

    (vi)        having a receiver appointed to any of its assets; or

    (vii)       ceasing to carry on business, regardless of the jurisdiction in which the steps are taken,

    (c)        either the Client or the Talent suspends, ceases, or threatens to suspend or cease all or a substantial part of its business;

    (d)        either the Client’s or the Talent’s financial position deteriorates to such an extent that in the terminating Party’s reasonable opinion, the other Party’s ability to fulfil the Agreement is in serious jeopardy. 

    13.4      For the avoidance of doubt, if you as the Client fails to make delivery or payment, whether in respect of the entirety of the Deliverables or an instalment thereof, your non-payment shall be considered a material breach, especially for the purposes of Clause 13.3(a).

    13.5      Whether as Client or Talent, if your Order is terminated, you will no longer owe any obligations due in the future to your counterparty, but you will still be liable in respect of any obligations or payments already owed but not fulfilled at the date of the termination.

    13.6      Notwithstanding Clause 13.5, the termination of an Order shall not affect any provision of these Terms, or any remedies available to you, that expressly or by implication is intended to come into force or continue after the termination of an Order.

    13.7      Orders shall not be invalidated or terminated merely by reason that we or the ZomWork Platform cease to exist without a successor or otherwise transferring its rights under Clause 14.3, and will continue in full force and effect subject as far as possible to these Terms as if you and your counterparty had contracted for the Deliverables on your own accord without us or the ZomWork Platform having been a Party in these Terms. 

     

    14.       Assignment, Variation, and Third Party Rights

    14.1      Except as agreed between you and the Counterparty and/or provided for under Clause 14.2, you shall not have the right to assign, mortgage, delegate, or purport to otherwise shift their obligations and benefits due under these Terms, unless your counterparty consents. 

    14.2      As the Talent, you may subcontract your obligations due under these Terms, but you shall remain liable for the same.

    14.3      You shall not have the right to vary these Terms as between yourself and your counterparty, unless your counterparty consents to your proposed variation of terms.

    14.4      We shall have the ability to assign, mortgage, subcontract, delegate, or otherwise shift its obligations and benefits under these Terms to any person it may name, and that person shall be party to these Terms as if he had been in our position from the beginning.

    14.5      Any person or entity who is not a party to these Terms, with the exception of the Counterparty, shall have no rights in respect of these Terms under the Contracts (Rights of Third Parties) Act (Cap 53B), even if identified by name, by class, or by description. For the avoidance of doubt, this shall not affect any assignment of rights, benefits, or obligations in accordance with this Clause 14.

     

    15.       Rights and Remedies, Waiver, and Severance

    15.1      Any rights and remedies accruing to you under these Terms shall be cumulative, and shall not prevent the exercise of any other right or remedy that you may have under these terms.

    15.2      A waiver by you of any of your rights or remedies under these Terms or the Applicable Laws is only effective if given in writing, and shall not operate to waive any future breach or default except to any extent expressly stated. 

    15.3      A delay by you in exercising any legal right or remedy under these Terms or the Applicable Laws will not be taken to be a waiver of that right or remedy, and will not restrict or prevent your exercise of that right or remedy at any point in time. 

    15.4      Your single or partial exercise of any right or remedy shall not prevent or restrict your further exercise of that or any other right or remedy.

    15.5      If any clause or sub-clause of these Terms is or becomes illegal, invalid, or unenforceable, it shall be deemed modified to the extent necessary to render it legal, valid, and enforceable. If it cannot be so modified, the relevant clause or sub-clause shall be excised. Any such excision will not affect the validity of the remaining clauses.         

     

    16.       Force Majeure, Acts of God, and Frustrating Events

    16.1      You are not liable for failure to perform your obligations if such failure is a result of:

    (a)        acts of God (natural disasters, including fire, flood, earthquake, storm, or hurricane); or

    (b)        events force majeure (man-made interruptions, including war, invasion, hostilities, strikes, rebellion, sanctions, strikes, blockades, interruption in utilities, lockouts, or passage of adverse legislation, but not eviction for non-payment of rent, or confiscation of materials as security for non-payment), that are beyond your control, or that originate in human agency beyond your power to realistically affect.

    16.2      If you are wholly unable to perform your obligations under these Terms because of events under Clause 16.1, the Agreement shall be treated as frustrated, and the Frustrated Contracts Act (Cap 115) shall apply.

    16.3      For the avoidance of doubt, performance shall be deemed wholly impossible only if it is physically or legally impossible, and not merely because it has become more onerous or difficult, or financially disadvantageous to you to do so.

     

    17.       Exclusions

    17.1      Nothing in these Terms shall limit or exclude your liability for:

    (a)        death or personal injury caused by your negligence or the negligence of your employees, agents, or subcontractors;

    (b)        fraud or fraudulent misrepresentation;

    (c)        active sabotage or other wilfully malicious activity; or

    (d)        breach of any term or condition for which liability cannot be limited or excluded by the Applicable Law, for which you remain liable to the Counterparty and to us for any loss, damage, costs and expenses incurred as a result of these breaches.

    17.2      For the avoidance of doubt, this Clause 17 shall not waive or exclude any liability in relation to matters on which these Terms are silent.

     

    18.       Dispute Resolution 

    18.1      Subject to Clause 18.2, if any dispute arises between you and the Counterparty as to the application of these Terms, you shall first refer the dispute to us by sending us a notice of dispute by way of [email protected]

    18.2      For Deliverables and Services completed as indicated by the Talent or the Client for less than 7 days, we may attempt to resolve any dispute between you and the Counterparty thus arising by way of mediating between you and the Counterparty, after which you agree that we have the right to make a determination on the dispute between you and the Counterparty based on evidence submitted by you and the Counterparty. 

    18.3      You agree that in the event of us making the said determination on the dispute between you and the Counterparty, such determination shall be final, without any recourse by you to take up any further dispute resolution proceedings whatsoever. Our determination on the dispute may include us imposing a full or partial refund or direct that a reasonable sum of money to be paid for services already rendered or work already done. Our discretion for such a determination is final and binding, and Parties agree that the said determination shall not be appealable or applied to be set aside by Parties.

    18.4      You agree that you shall have recourse to the Singapore courts only after the dispute has first been referred to us under Clause 18.1, we have been unsuccessful in resolving the dispute and have not replied to you within 28 days from the date of notice as provided in accordance with Clause 18.1 and Clause 18.3.

    18.5      We reserve the right to refuse to assist in resolving any dispute under this Clause in any event.

     

    19.       Governing Law and Jurisdiction

    19.1      These Terms shall be governed by the laws of the Republic of Singapore, but excluding its choice-of-law rules.

    19.2      Subject to Clause 18, and in respect of any dispute arising from these Terms, you and us agree to submit to the exclusive jurisdiction of the Singapore courts, including subsidiary tribunals.

     

    20.       Miscellaneous

    20.1      In these Terms, unless the context otherwise requires:

    (a)        A reference to any statute or statutory provision is a reference to the statute or statutory provision in force as amended or re-enacted at the date of these Terms, and includes all subsidiary legislation under that statute or statutory provision.

    (b)        A reference to persons includes natural persons, corporate bodies, and unincorporated associations, whether or not they possess separate legal personality.

    (c)        A reference to a Party includes its personal representatives, heirs, successors, and assigns.

    (d)        A reference to the terms include, including, in particular, for example, and other like phrases shall be illustrative only and shall not be construed as having exhaustive effect.

    (e)        A reference to the singular is a reference also to the plural, and a reference to the masculine is also a reference to the feminine and to the gender-neutral “it”.

    (f)         A reference to writing and its grammatically cognate expressions shall include a reference to email.


    Terms of Use

    General Terms Of Use

    1. Acceptance of these Terms of Use

    By using and / or browsing the ZomWork Website, you agree that you have read, understood and agree to be bound by these Terms of Use.

    If you do not agree with these Terms of Use, in whole or in part, please discontinue using and / or browsing our Website immediately.

    These Terms of Use shall be deemed to include our Privacy Policy and any Additional Policies. We may assign or change any part or parts of our rights under these Terms of Use without your consent or prior notification. The Terms of Use and Privacy Policy constitute a legally-binding agreement between us and you.

     

    2. Definitions and Interpretation

    2.1. References to "we", "us" and "our" are to ZBJ-SPH Pte Ltd, trading as ZomWork.

    2.2. In these Terms, unless the context otherwise requires, the definitions in our GTCs, as well as the following definitions, shall apply:

    “Account” means a registered account which you may be required to create if you wish to access and utilise the full facilities and features of the ZomWork Website, whether as an End User.

    “Additional Policies” means any and all other operating rules, policies, and / or guidelines in addition to the Terms of Use, that may govern the use of the ZomWork Website and which is made known to you from time to time.

      "Data" is defined in Clause 14.1.

      "GTCs" means the ZomWork General Terms and Conditions of Services found on the ZomWork Website.

    “Marks” is defined in Clause 14.1.

    “Password” means the password which you may be required to create, provide and use in order to create and use an Account.

    “End User” means any individual or company that (i) has used or browsed the ZomWork Website; and / or (ii) is a Client or a Talent of the ZomWork Website.

    “Submitted Content” is defined in Clause 7.1.

     "you" and "your", as applicable, means you as an End User.

     

    3. Function and Purpose

    You acknowledge that the ZomWork Website functions as an online platform for End Users to connect with Talents for the purposes of transacting to respectively receive and provide Services. We are not ourselves a Talent or an End User.

     

    4. Representations, warranties and undertakings in using the ZomWork Website

    By using or participating in the ZomWork Website, you represent, warrant and undertake that:

    (a) you are at least eighteen (18) years of age;

    (b) you are or intend to be either a Talent or End User;

    (c) you have the authority to enter into and accept these Terms of Use;

    (d) all registration or other information that you are required to submit in order to gain full use of this ZomWork Website for your intended purpose as a Talent or End User is true and accurate and that you will maintain the accuracy of such information;

    (e) your use of the ZomWork Website and Services offered through this ZomWork Website do not violate any applicable law or regulation which you are subject to; and

    (f) you agree to make payment, if required, for any Services requested through the use of the ZomWork Website (if any).

     

    5. Licence

    We hereby grant you a limited, non-exclusive, revocable (with or without cause), non-transferable license to use the ZomWork Website as set forth in these Terms of Use, provided however that: 

    (a) you will not copy, distribute, or make derivative works of the ZomWork Website in any medium without our prior written consent;

    (b) you will not alter or modify any part of the ZomWork Website other than as may be reasonably necessary to use the ZomWork Website for its intended purposes; and

    (c) you will otherwise act in accordance with these Terms of Use and with all applicable laws.

     

    6. Account

    6.1 You may generally use and browse the ZomWork Website without registering or providing your personal details. However, in order to access and utilise the full facilities and features of the ZomWork Website, you may be required to create an Account. To create an Account, you must provide and submit your name, email address and / or create a Password. You may also provide additional optional information at your discretion, which is not required to create an Account but which will help us to provide you with a more customised experience when using the ZomWork Website.

    6.2 You are solely responsible for safeguarding your Password and shall keep your Password secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify us immediately of any breach of security or any unauthorised use of your Account. Similarly, you shall never use another person's Account without permission. You agree that you will not misrepresent yourself or represent yourself as another user of the ZomWork Website and/or the Services offered through the ZomWork Website. You hereby acknowledge and agree that we will not be liable for your losses caused by an unauthorised use of your Account. Notwithstanding, you may be liable for our losses or the loss of others due to such unauthorised use.

    6.3 In addition and in connection with the use of your Account, you acknowledge and agree that:

    (a) you will not copy or distribute any part of the ZomWork Website in any medium without our prior written authorisation;

    (b) you will not alter or modify any part of the ZomWork Website other than as may be reasonably necessary to use the ZomWork Website for its intended purpose;

    (c) you will provide accurate and complete information when creating your Account;

    (d) you shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the ZomWork Website for any purpose without our prior written approval;

    (e) you shall not in any manual or automated manner collect Talents’ or End Users’ information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate ZomWork Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site;

    (f) you shall not act in any way that transmits more request messages to our servers, or any server of our subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. We reserve the right to revoke these exceptions either generally or in specific cases;

    (g) you shall not recruit, solicit, or contact via any other medium apart from ZomWork, any Talent or End User for employment or contracting for a business not affiliated with us without prior written authorisation from us;

    (h) you shall not take any action that (i) unreasonably encumbers or, in our sole discretion, may unreasonably encumber the ZomWork Website's infrastructure; (ii) interferes or attempts to interfere with the proper working of the ZomWork Website or any third-party participation in the ZomWork Website; or (iii) bypasses our measures that are used to prevent or restrict access to the ZomWork Website; and

    (i)         you agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the ZomWork Website, nor to use the communication systems provided by the ZomWork Website for any commercial solicitation purposes.

     

    7. Your Submitted Content – Prohibitions, Representations and Warranties

    7.1 You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the ZomWork Website including but not limited to (i) your profile; (ii) the posting of your Service; (iii) the posting of your desired Service; or (iv) the posting of any opinions or reviews in connection with the ZomWork Website, the Service, the Talent, or the End User (collectively referred to as "Submitted Content") that:

    (a) misrepresents the source of anything you post, including impersonation of another individual or entity of any false or inaccurate biographical information for any Talents, provides or create links to external sites that violate this Terms of Use, is intended to harm or exploit any individual in any way or is designed to solicit, or collect personally identifiable information of any person without his or her express consent;

    (b) invades anyone's privacy by attempting to harvest, collect or otherwise utilize or publish any of their information without their knowledge and willing consent;

    (c) contains falsehoods or misrepresentations that could damage us or any third party;

    (d) is pornographic, harassing, hateful, illegal, obscene, defamatory, libellous, slanderous, threatening, discriminatory, racially, culturally, or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any law, promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter, or is otherwise inappropriate;

    (e) is in whole or part copyrighted, protected as a trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant us all of the license rights granted therein;

    (f) is intended to threaten, stalk, defame, defraud, degrade, victimise, or intimidate an individual or group of individuals for any reason or to incite or encourage anyone else to do so;

    (g) intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers through any means;

    (h) advertises or solicits a business not related to or appropriate for the ZomWork Website (as determined by us in our sole discretion);

    (i) contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;

    (j) contains advertising for Ponzi schemes, discount cards, credit counseling, online surveys or online contests;

    (k) distributes or contains viruses or any other technologies that may harm us or the interests or property of our users;

    (l) contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;

    (m) is non-local or irrelevant content; or

    (n) contains identical content to other open postings you have already posted, or uses any form of automated device or computer programme that enables the submission of postings without our express written consent.

    7.2 You will not send messages to other users whom you have made contact with via or through the ZomWork Website, whether by way of the Chat Service or otherwise, containing:

    (a) offers to make national or international money transfers for amounts exceeding the asking price of a Service, with intent to request a refund of any portion of the payment; or

    (b) unsolicited advertising or marketing of a service that is (i) not offered on the ZomWork Website; or (ii) is offered on an external website.

    7.3 While using the ZomWork Website, you shall not:

    (a) post content or items in any inappropriate category or areas on the ZomWork Website;

    (b) violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;

    (c) fail to deliver payment for Services purchased by you, unless the Talent has materially changed the description of the Service after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the Talent’s identity;

    (d) fail to perform Services purchased from you, unless the End User fails to materially meet the terms of the mutually agreed upon;

    (e) circumvent or manipulate any fee structure or billing process that we may have or implement;

    (f) post false, inaccurate, misleading, defamatory, or libellous content (including personal information about any ZomWork Website user);

    (g) take any action that may undermine any feature that we have or may come up with for the purposes of the ZomWork Website; or

    (h) leave any untrue or inappropriate feedback about a Talent and you shall at all times use careful and good judgment in leaving any feedback.

    7.4 You are solely and fully responsible for your own Submitted Content and the consequences of posting or publishing it. You hereby affirm, represent, and/or warrant that:

    (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content;

    (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person; and

    (c) you agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the ZomWork Website.

    7.5 You retain all of your ownership rights in your Submitted Content. You hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to link, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the ZomWork Website and our business operations, including without limitation, for the promotion and redistribution of any part or all of the ZomWork Website (and any derivative works in any media formats and through any media channels). 

    7.6 You also hereby grant each user of the ZomWork Website a non-exclusive license to access your Submitted Content through the ZomWork Website, and to read and use, such Submitted Content as permitted through the functionality of the ZomWork Website and under these Terms of Use

     

    8. Disclaimers and Right to Remove Submitted Content

    8.1 We do not endorse any Submitted Content or any opinion, recommendation, or advice provided by any users and we expressly disclaim any and all liability in connection with all Submitted Content.
    8.2 We do not permit copyright infringing activities and infringement of intellectual property rights on the ZomWork Website, and we will remove any Data or Submitted Content in our sole discretion, upon being notified or having reason to believe that an infringement has occurred, without prior notice to a user who has or is suspected to have conducted such infringement. We may take any action or steps we deem fit in our sole discretion against such infringer.
    8.3 We reserve the right in our sole and absolute discretion to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for any and all violations.
    8.4 You acknowledge and understand that when using the ZomWork Website, you will be exposed to Submitted Content:
    (a) from a variety of sources and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content; and
    (b) that is or may be inaccurate, offensive, indecent, or objectionable, and you agree to and hereby waive any legal or equitable rights or remedies you have or may have against us, and agree to indemnify and hold us, our owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the ZomWork Website.
    8.5 You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that you publish or display on or through the ZomWork Website, or transmit to other ZomWork Website users. You understand and agree that we may, in our sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of ZomWork Website users or others.

    9 Talents

    9.1 If you are an individual using the ZomWork Website and / or have registered for an Account as a Talent, you represent and warrant that you have the authority to bind the individual and / or company that is responsible for and operates the business as a Talent and your acceptance of the Terms of Use will be deemed an acceptance by that Talent.

    9.2 By signing up, registering or creating an Account on the ZomWork Website as a Talent, you agree and undertake to comply with any requests for information which we may make for the purpose of verifying the legality, legitimacy, conduct and proper establishment of your (i) business, company or operations; and / or (ii) provision of your Service.

    9.3        Talents shall not:

    (a) register or list on the ZomWork Website in a category of Service which they do not offer or that is irrelevant to or inappropriate for the Service they are offering;

    (b) misrepresent the location(s) at which they will provide a Service;

    (c) include third party brand names or other inappropriate keywords in their Profile, title or any posting, messages or submission made in or through the ZomWork Website;

    (d) use misleading titles, words or phrases that do not accurately describe the Service they provide;

    (e) include any information in their Profile that is fraudulent or otherwise incorrect;

    (f) do anything to circumvent or avoid any fees that we may charge;

    (g) use their Profile or the ZomWork Website for promoting (i) products or goods; (ii) Services which are not offered by the Talent through the ZomWork Website; (iii) Services which are not a recognised category on the ZomWork Website; (iv) any website, service, product, party or any thing not directly related to their Service or otherwise prohibited by us in our sole discretion from time to time; or (iv) any services that may be prohibited under law;

    (h) solicit End Users or any person to pay or do anything not specifically permitted by these Terms of Use or by us as we may in our sole discretion determine from time to time;

    (i) offer or solicit any Service or do anything that contravenes these Terms of Use, the Privacy Policy or any laws.

     

    10 End Users
    End Users shall not:

    (a) commit to purchasing or using a Service with no intention of paying for such Service;

    (b) sign up, request or negotiate a price for, use, or otherwise solicit a Service (i) with no genuine intention as at the time of such conduct of following through with your use of or payment for the Service; (ii) for the purposes of using pricing, quotations or other information received in doing so for commercial or competitive purposes, business or market intelligence purposes or general surveying; or (iii) any other non-personal use;

    (c) request for or agree to purchase a Service when (i) you know, have reason to believe or have been put on notice that you do not meet the Talent’s terms; or (ii) with the intention of causing disruption, committing fraud or other tortious or illegal purpose.

     

    11 Confidentiality

    11.1      Except provided for in our Privacy Policy, you acknowledge and agree that we do not guarantee any confidentiality with respect to any Submitted Content by users, including without limitation, your Profile or information conveyed, posted or shared by you, that is hosted and / or published on the ZomWork Website.

     

    12 Modifications to these Terms of Use or Privacy Policy

    We reserve the right, in our sole discretion, to change, modify or otherwise amend the Terms of Use and any other documents incorporated by reference at any time. It is your responsibility to review the Terms of Use for any changes. Your use of the ZomWork Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the ZomWork Website.


    13 Termination

    13.1      We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the ZomWork Website or any part thereof with or without notice and in its sole discretion. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our services.

    13.2      If you breach any of these Terms of Use, we shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law we are entitled to claim against you:

    (a) Limit or remove entirely your profile on the ZomWork Platform;

    (b) Restrict or remove your access to the ZomWork Platform; 

    (c) Where you acted fraudulently or provided inaccurate information to us, remove your access to the ZomWork Platform without any refunds for any fees or other monies paid to us; and/or

    (d) Delete or modify any of the content you upload onto the ZomWork Platform.

    13.3      Upon termination of your Account, your right to participate in the ZomWork Website in any way shall automatically terminate.

    13.4      Upon termination the following shall apply:

    (a) your Account may be disabled henceforth and you may not be granted access to your Account or any files or other data contained in your Account;

    (b) however, such residual data may remain in our system;

    (c) all licenses granted to you will immediately terminate;

    (d) we shall not be liable to you or any third party for any termination of your access to the ZomWork Website. We retain the right to use any data collected from your use of the ZomWork Website; 

    (e) all related licenses you have granted us hereunder shall remain in effect for the foregoing purpose. In no event are we obligated to return any Submitted Content to you; and

    (f) all terms and conditions and rights in our favour survive termination and remain for our full benefit.

    13.5      You agree to indemnify and hold us, and our officers, managers, members, affiliates, successor, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the termination.

     

    14 Intellectual Property Rights

    14.1      The content on the ZomWork Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by us or our related corporations (“Group”), subject to copyright and other intellectual property rights under applicable laws and international conventions. Such Data and / or Marks are or may become protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in such Data and Marks. All other trademarks, names and logos on the ZomWork Website are the property of their respective owners.
    14.2      Data on the ZomWork Website is provided to you for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

    14.3      We reserve all rights not expressly granted in and to the ZomWork Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the ZomWork Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the ZomWork Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the ZomWork Website or the Data therein.

     

    15 Disputes

    15.1      Unless otherwise provided for in the GTCs, your interactions with other users, whether individuals, companies and/or organizations and whether Talent or End Users, found on or through the ZomWork Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such third party or user. You should take reasonable precautions and conduct any necessary investigation or inquiries you deem necessary or appropriate before proceeding to hire, pay or transact with such third party or user for any purpose whatsoever.

    15.2      You understand and acknowledge that deciding whether to:

    (a) use the Services of a Talent

    (b) provide Services to an End User; or

    (c) use information contained in any Submitted Content

    is your personal decision, for which you alone are responsible. You understand that we do not and cannot make representations as to the suitability of any user you may decide to interact with on or through the ZomWork Website and/or the accuracy or suitability of any advice, information, or recommendations made by any user.

    15.3      In the event of any dispute between you and an End User, Talent or any other third party or user in relation to the ZomWork Website, such dispute shall be resolved between you and such End User, Talent or any third party or user, and we shall not have or hold any responsibility, liability or obligation in relation thereof.

    15.4      Under any event, you agree that we shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transaction or dealings. If there is a dispute between users on the ZomWork Website, or between users and any third party, you acknowledge and agree that we are under no obligation to be involved. In the event that a dispute arises between you and one or more users or any third party, you hereby release us, our officers, managers, members, directors, employees, attorneys, agents, representatives and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the ZomWork Website or any service provided thereunder.

     

    16 Advertisements and Third Party Links

    16.1      Aspects of the ZomWork Website and our other services may be supported by advertising revenue. As such, we may display advertisements and promotions on the ZomWork Website. The manner, mode and extent of advertising by us on the ZomWork Website are subject to change and the appearance of advertisements on the ZomWork Website does not necessarily imply endorsement by us of any advertised products or services. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the ZomWork Website.

    16.2      The ZomWork Website may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the ZomWork Website using your existing account and log-in credentials for such third-party websites. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and are not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the ZomWork Website, links to third-party sites should in no way be considered as or interpreted to be our endorsement of such third-party sites or any product or service offered through them.

    16.3      We do not monitor or have any control over, and make no claim or representation regarding third party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party website.

    16.4      You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such website or resource. Once you leave our ZomWork Website, these Terms and Conditions no longer govern you and you are advised to check the terms and conditions of those websites. You also acknowledge that it is your obligation to comply with any terms and conditions of any third parties that you may come into contact with either directly or indirectly through the use of the ZomWork Website, and you accept all responsibility thereof. Your dealings and communications through the ZomWork Website with any party other than us are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

     

    17 Disclaimer of Warranties, Limitation of Liability and Indemnities

    17.1      You expressly acknowledge and agree that the use of the ZomWork Website is at your sole risk. We, our officers, directors, employees and agents make no warranties and/or representations and disclaim all warranties, representations and/or conditions whether express or implied arising or resulting from or under and in connection with the ZomWork Website and from your use or inability to use thereof, including but not limited to:

    (a)        the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and non-infringement of third party rights of the ZomWork Website or any service that we provide;

    (b)        any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the ZomWork Website (whether by us or any third party through the ZomWork Website);

    (c)        any unauthorized access to or use of the ZomWork Website or our servers, data or information;

    (d)        any cessation, termination or disturbance of transmission to or from the ZomWork Website;

    (e)        any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the ZomWork Website whether due to the actions of any third parties or otherwise;

    (f)         any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever;

    (g)        any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the ZomWork Website or otherwise.

    17.2      You expressly acknowledge and agree that to the fullest extent permitted by law, in no event shall we, our officers, directors, employees, agents and representatives be liable for any direct, indirect, incidental, special, general, punitive, exemplary, consequential damages or any form of damage, loss or injury in any form whatsoever (including but not limited to loss of profits, corruption or loss of data, failure in transmission of data or business interruption regardless of the theory of liability (contract, tort or otherwise) arising or resulting from or under and in connection with the ZomWork Website and from your use or inability to use thereof, including but not limited to:-

    (a) the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and non-infringement of third party rights of the ZomWork Website;

    (b) any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the ZomWork Website (whether by us or any third party through the ZomWork Website, any website, submissions or any other means);

    (c) any unauthorized access to or use of the ZomWork Website or our servers, data or information;

    (d) any cessation, termination or disturbance of transmission to or from the ZomWork Website;

    (e) any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the ZomWork Website whether due to the actions of any third parties or otherwise;

    (f) any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever;

    (g) any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the ZomWork Website or otherwise.

    17.3      You agree to indemnify and hold harmless to the fullest extent allowed by law, us, our officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts and/or expenses of any nature whatsoever arising from your use of the ZomWork Website, your actual or alleged breach and/or violation of any term of these terms of use and your actual or alleged breach and/or violation of any third party right of any nature whatsoever, including but not limited to copyright, intellectual property, property and/or privacy rights.

     

    18 Fees and Taxes

    18.1      We reserve the right at our sole discretion to charge fees to End Users and / or Talents for the Service and the use of the ZomWork Website, including but not limited to fees for contacting End Users, responding to requests from End Users, or conducting transactions with End Users through us. We reserve the right to charge fees for such facilities at our sole discretion and by using the ZomWork Website, you agree to pay any such fees as we may notify to you and prescribe from time to time.

    18.2      We act solely as an online platform for End Users to connect with Talents for the purposes of transacting to respectively receive and provide Services. We are not ourselves a Talent or an End User, and we are not responsible to account for or pay any tax or comply with any laws relating to tax or relevant compliance for any transaction, sale or service provided by any Talent  to any End User. You understand, acknowledge and agree that you are solely responsible for your own tax reporting and statutory compliance obligations

     

    19 No party/ No agency or partnership

    19.1      You hereby acknowledge and agree that we are NOT a party to any oral or written agreement for Service or any agreement or contract entered into between to End Users and Talents in connection with any Service offered, directly or indirectly, through the ZomWork Website.

    19.2      No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the ZomWork Website. You do not have any authority whatsoever to bind us in any respect. All Talents are independent of us. Neither we nor any users of the ZomWork Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

     

    20 Entire Agreement

    The Terms of Use, together with the Privacy Policy and the GTCs and any other legal notices or Additional Policies published by us on the ZomWork Website, shall constitute the entire agreement between you and us concerning the ZomWork Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

     

    21 Governing law 

    21.1      These Terms of Use shall be governed by the laws of the Republic of Singapore, but excluding its choice-of-law rules.
    21.2      Subject to Clause 18 of the GTCs, and in respect of any dispute arising from these Terms of Use, you and us agree to submit to the exclusive jurisdiction of the Singapore courts, including subsidiary tribunals.


    General Terms Of Use

    1. Acceptance of these Terms of Use

    By using and / or browsing the ZomWork Website, you agree that you have read, understood and agree to be bound by these Terms of Use.

    If you do not agree with these Terms of Use, in whole or in part, please discontinue using and / or browsing our Website immediately.

    These Terms of Use shall be deemed to include our Privacy Policy and any Additional Policies. We may assign or change any part or parts of our rights under these Terms of Use without your consent or prior notification. The Terms of Use and Privacy Policy constitute a legally-binding agreement between us and you.

     

    2. Definitions and Interpretation

    2.1. References to "we", "us" and "our" are to ZBJ-SPH Pte Ltd, trading as ZomWork.

    2.2. In these Terms, unless the context otherwise requires, the definitions in our GTCs, as well as the following definitions, shall apply:

    “Account” means a registered account which you may be required to create if you wish to access and utilise the full facilities and features of the ZomWork Website, whether as an End User.

    “Additional Policies” means any and all other operating rules, policies, and / or guidelines in addition to the Terms of Use, that may govern the use of the ZomWork Website and which is made known to you from time to time.

      "Data" is defined in Clause 14.1.

      "GTCs" means the ZomWork General Terms and Conditions of Services found on the ZomWork Website.

    “Marks” is defined in Clause 14.1.

    “Password” means the password which you may be required to create, provide and use in order to create and use an Account.

    “End User” means any individual or company that (i) has used or browsed the ZomWork Website; and / or (ii) is a Client or a Talent of the ZomWork Website.

    “Submitted Content” is defined in Clause 7.1.

     "you" and "your", as applicable, means you as an End User.

     

    3. Function and Purpose

    You acknowledge that the ZomWork Website functions as an online platform for End Users to connect with Talents for the purposes of transacting to respectively receive and provide Services. We are not ourselves a Talent or an End User.

     

    4. Representations, warranties and undertakings in using the ZomWork Website

    By using or participating in the ZomWork Website, you represent, warrant and undertake that:

    (a) you are at least eighteen (18) years of age;

    (b) you are or intend to be either a Talent or End User;

    (c) you have the authority to enter into and accept these Terms of Use;

    (d) all registration or other information that you are required to submit in order to gain full use of this ZomWork Website for your intended purpose as a Talent or End User is true and accurate and that you will maintain the accuracy of such information;

    (e) your use of the ZomWork Website and Services offered through this ZomWork Website do not violate any applicable law or regulation which you are subject to; and

    (f) you agree to make payment, if required, for any Services requested through the use of the ZomWork Website (if any).

     

    5. Licence

    We hereby grant you a limited, non-exclusive, revocable (with or without cause), non-transferable license to use the ZomWork Website as set forth in these Terms of Use, provided however that: 

    (a) you will not copy, distribute, or make derivative works of the ZomWork Website in any medium without our prior written consent;

    (b) you will not alter or modify any part of the ZomWork Website other than as may be reasonably necessary to use the ZomWork Website for its intended purposes; and

    (c) you will otherwise act in accordance with these Terms of Use and with all applicable laws.

     

    6. Account

    6.1 You may generally use and browse the ZomWork Website without registering or providing your personal details. However, in order to access and utilise the full facilities and features of the ZomWork Website, you may be required to create an Account. To create an Account, you must provide and submit your name, email address and / or create a Password. You may also provide additional optional information at your discretion, which is not required to create an Account but which will help us to provide you with a more customised experience when using the ZomWork Website.

    6.2 You are solely responsible for safeguarding your Password and shall keep your Password secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify us immediately of any breach of security or any unauthorised use of your Account. Similarly, you shall never use another person's Account without permission. You agree that you will not misrepresent yourself or represent yourself as another user of the ZomWork Website and/or the Services offered through the ZomWork Website. You hereby acknowledge and agree that we will not be liable for your losses caused by an unauthorised use of your Account. Notwithstanding, you may be liable for our losses or the loss of others due to such unauthorised use.

    6.3 In addition and in connection with the use of your Account, you acknowledge and agree that:

    (a) you will not copy or distribute any part of the ZomWork Website in any medium without our prior written authorisation;

    (b) you will not alter or modify any part of the ZomWork Website other than as may be reasonably necessary to use the ZomWork Website for its intended purpose;

    (c) you will provide accurate and complete information when creating your Account;

    (d) you shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the ZomWork Website for any purpose without our prior written approval;

    (e) you shall not in any manual or automated manner collect Talents’ or End Users’ information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate ZomWork Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site;

    (f) you shall not act in any way that transmits more request messages to our servers, or any server of our subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. We reserve the right to revoke these exceptions either generally or in specific cases;

    (g) you shall not recruit, solicit, or contact via any other medium apart from ZomWork, any Talent or End User for employment or contracting for a business not affiliated with us without prior written authorisation from us;

    (h) you shall not take any action that (i) unreasonably encumbers or, in our sole discretion, may unreasonably encumber the ZomWork Website's infrastructure; (ii) interferes or attempts to interfere with the proper working of the ZomWork Website or any third-party participation in the ZomWork Website; or (iii) bypasses our measures that are used to prevent or restrict access to the ZomWork Website; and

    (i)         you agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the ZomWork Website, nor to use the communication systems provided by the ZomWork Website for any commercial solicitation purposes.

     

    7. Your Submitted Content – Prohibitions, Representations and Warranties

    7.1 You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the ZomWork Website including but not limited to (i) your profile; (ii) the posting of your Service; (iii) the posting of your desired Service; or (iv) the posting of any opinions or reviews in connection with the ZomWork Website, the Service, the Talent, or the End User (collectively referred to as "Submitted Content") that:

    (a) misrepresents the source of anything you post, including impersonation of another individual or entity of any false or inaccurate biographical information for any Talents, provides or create links to external sites that violate this Terms of Use, is intended to harm or exploit any individual in any way or is designed to solicit, or collect personally identifiable information of any person without his or her express consent;

    (b) invades anyone's privacy by attempting to harvest, collect or otherwise utilize or publish any of their information without their knowledge and willing consent;

    (c) contains falsehoods or misrepresentations that could damage us or any third party;

    (d) is pornographic, harassing, hateful, illegal, obscene, defamatory, libellous, slanderous, threatening, discriminatory, racially, culturally, or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any law, promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter, or is otherwise inappropriate;

    (e) is in whole or part copyrighted, protected as a trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant us all of the license rights granted therein;

    (f) is intended to threaten, stalk, defame, defraud, degrade, victimise, or intimidate an individual or group of individuals for any reason or to incite or encourage anyone else to do so;

    (g) intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers through any means;

    (h) advertises or solicits a business not related to or appropriate for the ZomWork Website (as determined by us in our sole discretion);

    (i) contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;

    (j) contains advertising for Ponzi schemes, discount cards, credit counseling, online surveys or online contests;

    (k) distributes or contains viruses or any other technologies that may harm us or the interests or property of our users;

    (l) contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;

    (m) is non-local or irrelevant content; or

    (n) contains identical content to other open postings you have already posted, or uses any form of automated device or computer programme that enables the submission of postings without our express written consent.

    7.2 You will not send messages to other users whom you have made contact with via or through the ZomWork Website, whether by way of the Chat Service or otherwise, containing:

    (a) offers to make national or international money transfers for amounts exceeding the asking price of a Service, with intent to request a refund of any portion of the payment; or

    (b) unsolicited advertising or marketing of a service that is (i) not offered on the ZomWork Website; or (ii) is offered on an external website.

    7.3 While using the ZomWork Website, you shall not:

    (a) post content or items in any inappropriate category or areas on the ZomWork Website;

    (b) violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;

    (c) fail to deliver payment for Services purchased by you, unless the Talent has materially changed the description of the Service after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the Talent’s identity;

    (d) fail to perform Services purchased from you, unless the End User fails to materially meet the terms of the mutually agreed upon;

    (e) circumvent or manipulate any fee structure or billing process that we may have or implement;

    (f) post false, inaccurate, misleading, defamatory, or libellous content (including personal information about any ZomWork Website user);

    (g) take any action that may undermine any feature that we have or may come up with for the purposes of the ZomWork Website; or

    (h) leave any untrue or inappropriate feedback about a Talent and you shall at all times use careful and good judgment in leaving any feedback.

    7.4 You are solely and fully responsible for your own Submitted Content and the consequences of posting or publishing it. You hereby affirm, represent, and/or warrant that:

    (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content;

    (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person; and

    (c) you agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the ZomWork Website.

    7.5 You retain all of your ownership rights in your Submitted Content. You hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to link, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the ZomWork Website and our business operations, including without limitation, for the promotion and redistribution of any part or all of the ZomWork Website (and any derivative works in any media formats and through any media channels). 

    7.6 You also hereby grant each user of the ZomWork Website a non-exclusive license to access your Submitted Content through the ZomWork Website, and to read and use, such Submitted Content as permitted through the functionality of the ZomWork Website and under these Terms of Use

     

    8. Disclaimers and Right to Remove Submitted Content

    8.1 We do not endorse any Submitted Content or any opinion, recommendation, or advice provided by any users and we expressly disclaim any and all liability in connection with all Submitted Content.
    8.2 We do not permit copyright infringing activities and infringement of intellectual property rights on the ZomWork Website, and we will remove any Data or Submitted Content in our sole discretion, upon being notified or having reason to believe that an infringement has occurred, without prior notice to a user who has or is suspected to have conducted such infringement. We may take any action or steps we deem fit in our sole discretion against such infringer.
    8.3 We reserve the right in our sole and absolute discretion to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for any and all violations.
    8.4 You acknowledge and understand that when using the ZomWork Website, you will be exposed to Submitted Content:
    (a) from a variety of sources and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content; and
    (b) that is or may be inaccurate, offensive, indecent, or objectionable, and you agree to and hereby waive any legal or equitable rights or remedies you have or may have against us, and agree to indemnify and hold us, our owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the ZomWork Website.
    8.5 You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that you publish or display on or through the ZomWork Website, or transmit to other ZomWork Website users. You understand and agree that we may, in our sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of ZomWork Website users or others.

    9 Talents

    9.1 If you are an individual using the ZomWork Website and / or have registered for an Account as a Talent, you represent and warrant that you have the authority to bind the individual and / or company that is responsible for and operates the business as a Talent and your acceptance of the Terms of Use will be deemed an acceptance by that Talent.

    9.2 By signing up, registering or creating an Account on the ZomWork Website as a Talent, you agree and undertake to comply with any requests for information which we may make for the purpose of verifying the legality, legitimacy, conduct and proper establishment of your (i) business, company or operations; and / or (ii) provision of your Service.

    9.3        Talents shall not:

    (a) register or list on the ZomWork Website in a category of Service which they do not offer or that is irrelevant to or inappropriate for the Service they are offering;

    (b) misrepresent the location(s) at which they will provide a Service;

    (c) include third party brand names or other inappropriate keywords in their Profile, title or any posting, messages or submission made in or through the ZomWork Website;

    (d) use misleading titles, words or phrases that do not accurately describe the Service they provide;

    (e) include any information in their Profile that is fraudulent or otherwise incorrect;

    (f) do anything to circumvent or avoid any fees that we may charge;

    (g) use their Profile or the ZomWork Website for promoting (i) products or goods; (ii) Services which are not offered by the Talent through the ZomWork Website; (iii) Services which are not a recognised category on the ZomWork Website; (iv) any website, service, product, party or any thing not directly related to their Service or otherwise prohibited by us in our sole discretion from time to time; or (iv) any services that may be prohibited under law;

    (h) solicit End Users or any person to pay or do anything not specifically permitted by these Terms of Use or by us as we may in our sole discretion determine from time to time;

    (i) offer or solicit any Service or do anything that contravenes these Terms of Use, the Privacy Policy or any laws.

     

    10 End Users
    End Users shall not:

    (a) commit to purchasing or using a Service with no intention of paying for such Service;

    (b) sign up, request or negotiate a price for, use, or otherwise solicit a Service (i) with no genuine intention as at the time of such conduct of following through with your use of or payment for the Service; (ii) for the purposes of using pricing, quotations or other information received in doing so for commercial or competitive purposes, business or market intelligence purposes or general surveying; or (iii) any other non-personal use;

    (c) request for or agree to purchase a Service when (i) you know, have reason to believe or have been put on notice that you do not meet the Talent’s terms; or (ii) with the intention of causing disruption, committing fraud or other tortious or illegal purpose.

     

    11 Confidentiality

    11.1      Except provided for in our Privacy Policy, you acknowledge and agree that we do not guarantee any confidentiality with respect to any Submitted Content by users, including without limitation, your Profile or information conveyed, posted or shared by you, that is hosted and / or published on the ZomWork Website.

     

    12 Modifications to these Terms of Use or Privacy Policy

    We reserve the right, in our sole discretion, to change, modify or otherwise amend the Terms of Use and any other documents incorporated by reference at any time. It is your responsibility to review the Terms of Use for any changes. Your use of the ZomWork Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the ZomWork Website.


    13 Termination

    13.1      We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the ZomWork Website or any part thereof with or without notice and in its sole discretion. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our services.

    13.2      If you breach any of these Terms of Use, we shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law we are entitled to claim against you:

    (a) Limit or remove entirely your profile on the ZomWork Platform;

    (b) Restrict or remove your access to the ZomWork Platform; 

    (c) Where you acted fraudulently or provided inaccurate information to us, remove your access to the ZomWork Platform without any refunds for any fees or other monies paid to us; and/or

    (d) Delete or modify any of the content you upload onto the ZomWork Platform.

    13.3      Upon termination of your Account, your right to participate in the ZomWork Website in any way shall automatically terminate.

    13.4      Upon termination the following shall apply:

    (a) your Account may be disabled henceforth and you may not be granted access to your Account or any files or other data contained in your Account;

    (b) however, such residual data may remain in our system;

    (c) all licenses granted to you will immediately terminate;

    (d) we shall not be liable to you or any third party for any termination of your access to the ZomWork Website. We retain the right to use any data collected from your use of the ZomWork Website; 

    (e) all related licenses you have granted us hereunder shall remain in effect for the foregoing purpose. In no event are we obligated to return any Submitted Content to you; and

    (f) all terms and conditions and rights in our favour survive termination and remain for our full benefit.

    13.5      You agree to indemnify and hold us, and our officers, managers, members, affiliates, successor, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the termination.

     

    14 Intellectual Property Rights

    14.1      The content on the ZomWork Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by us or our related corporations (“Group”), subject to copyright and other intellectual property rights under applicable laws and international conventions. Such Data and / or Marks are or may become protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in such Data and Marks. All other trademarks, names and logos on the ZomWork Website are the property of their respective owners.
    14.2      Data on the ZomWork Website is provided to you for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

    14.3      We reserve all rights not expressly granted in and to the ZomWork Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the ZomWork Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the ZomWork Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the ZomWork Website or the Data therein.

     

    15 Disputes

    15.1      Unless otherwise provided for in the GTCs, your interactions with other users, whether individuals, companies and/or organizations and whether Talent or End Users, found on or through the ZomWork Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such third party or user. You should take reasonable precautions and conduct any necessary investigation or inquiries you deem necessary or appropriate before proceeding to hire, pay or transact with such third party or user for any purpose whatsoever.

    15.2      You understand and acknowledge that deciding whether to:

    (a) use the Services of a Talent

    (b) provide Services to an End User; or

    (c) use information contained in any Submitted Content

    is your personal decision, for which you alone are responsible. You understand that we do not and cannot make representations as to the suitability of any user you may decide to interact with on or through the ZomWork Website and/or the accuracy or suitability of any advice, information, or recommendations made by any user.

    15.3      In the event of any dispute between you and an End User, Talent or any other third party or user in relation to the ZomWork Website, such dispute shall be resolved between you and such End User, Talent or any third party or user, and we shall not have or hold any responsibility, liability or obligation in relation thereof.

    15.4      Under any event, you agree that we shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transaction or dealings. If there is a dispute between users on the ZomWork Website, or between users and any third party, you acknowledge and agree that we are under no obligation to be involved. In the event that a dispute arises between you and one or more users or any third party, you hereby release us, our officers, managers, members, directors, employees, attorneys, agents, representatives and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the ZomWork Website or any service provided thereunder.

     

    16 Advertisements and Third Party Links

    16.1      Aspects of the ZomWork Website and our other services may be supported by advertising revenue. As such, we may display advertisements and promotions on the ZomWork Website. The manner, mode and extent of advertising by us on the ZomWork Website are subject to change and the appearance of advertisements on the ZomWork Website does not necessarily imply endorsement by us of any advertised products or services. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the ZomWork Website.

    16.2      The ZomWork Website may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the ZomWork Website using your existing account and log-in credentials for such third-party websites. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and are not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the ZomWork Website, links to third-party sites should in no way be considered as or interpreted to be our endorsement of such third-party sites or any product or service offered through them.

    16.3      We do not monitor or have any control over, and make no claim or representation regarding third party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party website.

    16.4      You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such website or resource. Once you leave our ZomWork Website, these Terms and Conditions no longer govern you and you are advised to check the terms and conditions of those websites. You also acknowledge that it is your obligation to comply with any terms and conditions of any third parties that you may come into contact with either directly or indirectly through the use of the ZomWork Website, and you accept all responsibility thereof. Your dealings and communications through the ZomWork Website with any party other than us are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

     

    17 Disclaimer of Warranties, Limitation of Liability and Indemnities

    17.1      You expressly acknowledge and agree that the use of the ZomWork Website is at your sole risk. We, our officers, directors, employees and agents make no warranties and/or representations and disclaim all warranties, representations and/or conditions whether express or implied arising or resulting from or under and in connection with the ZomWork Website and from your use or inability to use thereof, including but not limited to:

    (a)        the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and non-infringement of third party rights of the ZomWork Website or any service that we provide;

    (b)        any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the ZomWork Website (whether by us or any third party through the ZomWork Website);

    (c)        any unauthorized access to or use of the ZomWork Website or our servers, data or information;

    (d)        any cessation, termination or disturbance of transmission to or from the ZomWork Website;

    (e)        any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the ZomWork Website whether due to the actions of any third parties or otherwise;

    (f)         any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever;

    (g)        any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the ZomWork Website or otherwise.

    17.2      You expressly acknowledge and agree that to the fullest extent permitted by law, in no event shall we, our officers, directors, employees, agents and representatives be liable for any direct, indirect, incidental, special, general, punitive, exemplary, consequential damages or any form of damage, loss or injury in any form whatsoever (including but not limited to loss of profits, corruption or loss of data, failure in transmission of data or business interruption regardless of the theory of liability (contract, tort or otherwise) arising or resulting from or under and in connection with the ZomWork Website and from your use or inability to use thereof, including but not limited to:-

    (a) the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and non-infringement of third party rights of the ZomWork Website;

    (b) any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the ZomWork Website (whether by us or any third party through the ZomWork Website, any website, submissions or any other means);

    (c) any unauthorized access to or use of the ZomWork Website or our servers, data or information;

    (d) any cessation, termination or disturbance of transmission to or from the ZomWork Website;

    (e) any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the ZomWork Website whether due to the actions of any third parties or otherwise;

    (f) any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever;

    (g) any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the ZomWork Website or otherwise.

    17.3      You agree to indemnify and hold harmless to the fullest extent allowed by law, us, our officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts and/or expenses of any nature whatsoever arising from your use of the ZomWork Website, your actual or alleged breach and/or violation of any term of these terms of use and your actual or alleged breach and/or violation of any third party right of any nature whatsoever, including but not limited to copyright, intellectual property, property and/or privacy rights.

     

    18 Fees and Taxes

    18.1      We reserve the right at our sole discretion to charge fees to End Users and / or Talents for the Service and the use of the ZomWork Website, including but not limited to fees for contacting End Users, responding to requests from End Users, or conducting transactions with End Users through us. We reserve the right to charge fees for such facilities at our sole discretion and by using the ZomWork Website, you agree to pay any such fees as we may notify to you and prescribe from time to time.

    18.2      We act solely as an online platform for End Users to connect with Talents for the purposes of transacting to respectively receive and provide Services. We are not ourselves a Talent or an End User, and we are not responsible to account for or pay any tax or comply with any laws relating to tax or relevant compliance for any transaction, sale or service provided by any Talent  to any End User. You understand, acknowledge and agree that you are solely responsible for your own tax reporting and statutory compliance obligations

     

    19 No party/ No agency or partnership

    19.1      You hereby acknowledge and agree that we are NOT a party to any oral or written agreement for Service or any agreement or contract entered into between to End Users and Talents in connection with any Service offered, directly or indirectly, through the ZomWork Website.

    19.2      No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the ZomWork Website. You do not have any authority whatsoever to bind us in any respect. All Talents are independent of us. Neither we nor any users of the ZomWork Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

     

    20 Entire Agreement

    The Terms of Use, together with the Privacy Policy and the GTCs and any other legal notices or Additional Policies published by us on the ZomWork Website, shall constitute the entire agreement between you and us concerning the ZomWork Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

     

    21 Governing law 

    21.1      These Terms of Use shall be governed by the laws of the Republic of Singapore, but excluding its choice-of-law rules.
    21.2      Subject to Clause 18 of the GTCs, and in respect of any dispute arising from these Terms of Use, you and us agree to submit to the exclusive jurisdiction of the Singapore courts, including subsidiary tribunals.