H&N Educations

(the "Company")

TERMS & CONDITIONS OF SERVICE

1. Application And Interpretation

These Terms & Conditions are applicable to all Engagements.

We shall perform the Engagement with due observance of the applicable professional rules and regulations and national and international legislation and regulations.

In these Terms & Conditions:

"Online Services" means services via the internet whereby the Company uses software, hardware, and storage space of third parties and/or makes personal data available to suppliers of this software, hardware, and storage space;

"You" or the "Client" means the party for whom the Engagement is performed;

"We" or "us" or the "Company" means one or more of the following legal entities to whom the Engagement is issued (i.e.: H&N Educations); and

"Engagement" means the oral and/or written agreement in which we undertake to provide services to you.

2. Inception Of The Engagement

Request by the Client constitutes an offer by the Client to engage the Company for services subject to these Terms and Conditions.

If the Company accepts the request by the Client and a binding contract for services subject to these terms and conditions, shall exist by when is the earlier of:

At our first request, you shall provide all information and documentation for purpose of our records, administration, and marketing. We reserve the right to assess whether the identification and verification are accurate.

3. Your Obligations

If an Engagement requires your cooperation, you shall provide us with all information and documents that we require for proper and timely execution of the Engagement and you shall do so on time and in the form and manner that we require.

You alone shall bear the responsibility for determining the scope of the Engagement and for taking decisions (partially) based on, or in connection with, our services.

We shall perform the Engagement based on the information provided to us in respect of the Engagement, including any meetings that we hold with you. You undertake to ensure that the information you provide is correct and complete. You hereby agree that if we receive information from third parties in respect of the Engagement, we can assume, without any need for further verification, that this information is correct and complete.

Any additional costs and damage, or loss, caused by a delay in the execution of the Engagement resulting from failure to make the requested information, or failure to do so on time or in the proper form, shall be for your account and risk.

In the case of Engagements that we perform at your premises or online, you shall ensure the provision of such studying space and means of a computer with internet access that we consider necessary or useful for performing the Engagement.

4. Execution Of The Engagement

We shall determine how the Engagement will be executed and by whom, except in situations in which the Engagement is explicitly intended to be performed by a specific natural person.

We may provide, and charge you for, any additional services if the need for such services arises by virtue of any national or international legislation and regulations, including professional rules and regulations, applying to the Engagement.

Information provided to us by you shall be returned to you, at your request, after completion of the Engagement. We shall keep our own (electronic) working files on the Engagement, containing copies of in our opinion relevant documents, which shall remain our property.

Our administration (including e-mails and digital scans of engagement letters for example) serves as full evidence for you, except where you provide evidence to the contrary.

During the execution of the Engagement, we shall not be deemed to have access to information originating from any other Engagements that have been or are being performed for you.

Unless (i) we are required under any provision in the applicable national or international legislation and regulations, including professional rules and regulations, to disclose information, or (ii) we or persons affiliated with or working for us act in any disciplinary, civil, administrative or criminal proceedings in which this information may be of importance, we and the person(s) assigned by us shall neither disclose confidential information and personal data nor provide such information to third parties, other than those referred to in this Clause 5. When undertaking our work, we act in accordance with the Personal Data Protection Act (“PDPA”).

You agree, within the scope of (i) an Engagement commissioned by you to us, (ii) compliance with statutory obligations to which we are subject, (iii) risk management and quality review requirements, and (iv) internal business purposes, that we shall process confidential information and personal data concerning you and/or persons (formerly) working for, or affiliated with, you, your clients or third parties, including sharing this information with the following on a need-to-know basis:

The Company’s teams other than those involved in the performance of the Engagement;

Parties involved in the execution of the Engagement;

Subcontractors and IT service providers;

Third parties experts to supplement our services; or

Our insurers and/or legal or financial advisers.

You agree that we may use (confidential) information and personal data provided by you or on behalf of you - provided it is anonymous and that identity cannot be derived from it –within the framework of, amongst other things, compiling and maintaining best practices, statistics, research purposes, and/or benchmarking.

For the purposes described in this Clause 5, we may transmit personal data to countries outside of the Singapore if the recipient is deemed to offer a sufficient level of protection based on the PDPA.

We shall take appropriate measures in order to protect the confidential information and personal data and shall inform any third parties and employees that we engage of the confidential nature of the information.

We shall process the personal data in accordance with the legislation and regulations of the PDPA, including professional rules and regulations, in the field of protection of personal data.

Except where any national or international legislation or regulations, including professional rules and regulations, require you to disclose information, or except where we have given our prior written consent, you shall not disclose, or provide to third parties, any information concerning the Engagement, the content of reports, opinions or any other written or oral statements issued by us.

The Parties shall impose their obligations under this clause on any third parties that they engage. We shall have the right to mention your name and sketch a broad outline of the services provided to potential and existing Clients as an illustration of our experience. To support our business operations, we have the right to use Cloud services.

6. Intellectual Property

We reserve all intellectual property rights in relation to products of the intellect that we use or have used and/or develop or have developed within the framework of the execution of the Engagement in respect of which we hold or can exercise copyrights or other intellectual property rights.

You are explicitly prohibited from reproducing, publishing, or using for commercial purposes, whether alone or involving third parties, those products or materials, including computer programs, systems designs, working methods, opinions, contracts and model contracts, brands and logos and our other products of the intellect, all in the broadest sense of the word. These products may not be reproduced and/or published and/or used for commercial purposes without our prior written consent. You have the right to reproduce the written documents for your own internal use insofar as this is in line with the purpose of the Engagement. This provision shall apply mutatis mutandis if the Engagement is terminated early.

Our fee shall be exclusive of additional class/teaching materials deemed necessary for your child or the class by our tutors, exclusive of any fees charged by third parties engaged by us for your child or the class, and exclusive of any sales tax, VAT, or other levies that are or may be imposed by government authorities (which shall be payable by the Client). We shall charge the costs of any such out-of-pocket expenses, third-party fees, and taxes and levies to you.

Payment of our fee is due, without any deduction, discount or debt settlement, within one (1) business day of the invoice date. Payments, denominated in the currency indicated in the invoice, shall be remitted to a bank account designated by us.

Disputes or objections to any amounts charged shall not suspend your obligation to pay.

No refund on our fees paid by you, whether in part or in full, shall be made by us in the event when you terminate the Engagement for whatever reason(s).

8. Complaints/Dispute On Fee

We must be notified in writing and within seven (7) calendar days of the date of dispatch of documents or information in respect of which you are filing a complaint, subject to the risk of forfeiture, of any complaints relating to the services provided and/or disputing the invoice amount or, if you prove that you could not have reasonably discovered that mistake, defect or error or shortcoming earlier, within seven (7) calendar days of the discovery of the mistake or error.

Complaints as referred to above shall not suspend your obligation to pay. Under no circumstance shall you be entitled, by virtue of a complaint in respect of a certain service, to defer or refuse payment for other services provided by us to which the complaint does not relate.

No refund on the fees paid by you, whether in part or in full, shall be made by us in connection with your complaints and/or disputes.

9. Engagement Period

If you are required to make an advance payment and/or to make information available that is/are required for execution of the Engagement, the term for completing the services will not start until we have received the payment in full and/or until all information have been made available to us respectively.

The due dates for completion of the services shall be regarded as strict deadlines only if this has been agreed in writing in advance. Otherwise, time is not of the essence except for payment.

You shall not terminate the Engagement on account of us failing to meet a deadline, unless we do not perform the Engagement, either partially or in full, within a reasonable period of which we have been notified in writing after expiry of the agreed delivery period.

10. Termination

We have the right to terminate the Engagement in writing, with due observance of a reasonable notice period.

You shall be entitled to terminate the Engagement early. However, you agree and accept that no refund on the fees paid by you, whether in part or in full, will be made by us.

The expiration or termination of Engagement shall be without prejudice to the accrued rights of the Parties and any provision hereof which relates to or governs the acts of the parties hereto subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination. These Terms and Conditions remain in effect after termination of the Engagement and shall continue to bind the parties.

11. Liability

We shall provide our Services to the best of our ability and exercise the due care that may be expected of us. If errors are made as a result of the provision to us of incorrect or incomplete information by you or a third party, we shall not be liable for any consequential damage/loss. Our total liability to you for any errors that would have been prevented if we had exercised due care, is limited to a maximum of the fee paid and/or owed by you for the specific services provided under the Engagement from which the errors resulted.

This limitation of liability shall not apply if it is related to an intentional act or willful recklessness on our part and/or unless any mandatory national or international legislation or regulation, including professional rules and regulations, dictates otherwise.

You shall indemnify us and hold us harmless against any claims by third parties that may arise as a result of any failure on your part to comply or to comply properly with any obligation arising from the Engagement and/or these Terms & Conditions, unless you demonstrate that the losses do not relate to imputable acts or omissions on your part, or were caused by an intentional act or willful recklessness on our part, and unless any mandatory national or international legislation or regulation, including professional rules or regulations, dictates otherwise.

You shall exercise any rights of action or recourse exclusively against us, and not against our agents, shareholders, directors, managing directors, or employees, etc., engaged by us.

We shall not be held liable for any consequential, indirect or punitive damages.

We reserve the right to engage (some of) the services of another educational service provider when performing the Engagement. The Engagement shall be executed under our exclusive responsibility and you shall not bring any claim (whether in contract, tort or otherwise) against any other educational service provider, partner or employee of another educational service provider in connection with the performance of the Engagement. The other educational service provider, their partners and employees shall have the right to rely on the foregoing as if they were parties to the Engagement. We are entitled to compensation of damage, loss, and costs resulting from any violation of this provision.

Your rights of action and other powers of whatever nature arising from the Engagement in any way, shall lapse after one (1) calendar month from the date on which the damage or loss for which we are held liable first manifested itself and in any event after one (1) calendar month from the date on which the event causing the damage or loss occurred.

12. Assignment

As set out in Clause 11 above, we shall be permitted to assign part or the entire Engagement to third parties educational service providers in order to perform the Engagement.

Liability to carry out the Engagement shall be solely the responsibility of ours as set out above.

13. Force Majeure

In the event that we are prevented from fulfilling our obligations under the Engagement by reason of any supervening event beyond our control including but not limited to war, national emergency, flood, earthquake, strike, lockout, plague, or pandemic, etc., we shall not be deemed to be in breach of our obligations. We will immediately give notice of this to you and we shall take all reasonable steps to resume performance of our obligations.

If and when the period of such incapacity exceeds one (1) calendar month then this Engagement shall automatically be terminated unless the Parties first agree otherwise in writing.

14. Communications

All communications between the Parties in respect of the Engagement shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by WhatsApp or sent by electronic mail:

To the Company’s registered office, electronic mail address, and/or contact number; and/or

To the Client’s home address, electronic mail address, and/or contact number.

Communications shall be deemed to have been received:

If sent by pre-paid first-class post, three (3) Business Days after posting (exclusive of the day of posting);

If delivered by hand, on the day of delivery; or

If sent by WhatsApp or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt and otherwise on the next Business Day.

15. Waiver

No waiver by the Party of any breach of these Terms and Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. Our rights and powers under the Engagement shall not be affected or limited by our failure to directly enforce any rights or powers.

16. Severance

If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

17. Conflict Or Inconsistency

If there is any conflict between the provisions of these Terms & Conditions and the written Engagement, the conditions of the written Engagement shall prevail. Deviations from these Terms & Conditions can be agreed only in writing.

18. No Rights For Third Parties

A person/entity who is not a Party to the Engagement shall have no right under this Terms and Conditions or other Contracts.

19. Governing Law And Arbitration

Any dispute arising out of or in connection with this Engagement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The Tribunal shall consist of at least one (1) to maximum three (3) arbitrator(s). The language of the arbitration shall be in English. This Engagement is governed by the laws of Singapore.

Revision Date

This Notice was last updated on 14 July 2022 ("Revision Date"). If you were a user before the Revision Date, please note that this Notice shall take precedence over older versions.

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