This agreement is the final, complete and exclusive agreement between Client (specified in the table below) and Globibo (specified in the table below) with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the agreement, or any waiver of any rights under the agreement, will be effective. Only a modification in writing, agreed to by both parties, will be enforceable. Authorizations via electronic mail shall constitute written agreement. The terms of the agreement will govern all services undertaken by Globibo for Client. Should any part of this agreement be rendered void, invalid, or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other part of this agreement. This agreement is valid for 2 years from the time of consent.
1. Payment / Interest / Collection Fees: All payment obligations under this Agreement or any Individual Agreement shall be understood as exclusive of applicable taxes, including but not limited to sales tax, withholding tax and VAT/GST. In case the Client requests for more services during the course of the assignment the corresponding effort has to be compensated according to the prevailing rates above and beyond the initial quotation. No discounts or promotions may be combined to attempt a more favorable pricing unless explicitly authorized and agreed with Globibo prior the agreement of a service. For international engagements, the costs for visa and work permits, if required, shall be borne by Client. All payments are due 10 days after the invoice. Amounts not paid when due shall bear interest at the lesser of (i) 1.5% per month (18% per annum) or (ii) the maximum rate of interest permitted by applicable law on all past due balances hereunder. If Globibo must resort to collection by an agency or through legal action, the Client agrees to pay collection fees and reasonable attorney’s fees in an amount not less than 33 1/3% of the unpaid principal and interest owed to Globibo hereunder. If the above fees exceed the amounts allowed under the applicable law(s), then the maximum amount allowed shall be paid to Globibo by the Client.
2. Responsibilities / Performance: Client is responsible for managing, inspecting, accepting and paying for satisfactory Services provided from Globibo in accordance with the agreement in a timely and professional manner. Globibo is responsible for the performance and quality of the Services in accordance with the agreement in a timely and professional manner, consistent with industry practice, at a location, place and time that Globibo deems appropriate and are agreed with Client. The manner and means that Globibo chooses to perform the service are in Globibo’s sole discretion and control. In performing the service, Globibo agrees to provide its own equipment, tools, and other materials at its own expense. Client and Globibo each covenants and agrees to act with good faith and fair dealing in performance of the agreement. In regards to translations provided without explicit review, revision and/or proofreading service, Client shall not hold Globibo accountable for smaller mistakes and oversights. In regards to interpretation Client shall explicitly highlight expectations in regards to dress code and soft skills to Globibo prior the agreement for the service. In regards to individual classes of a language course Client agrees to permit Globibo and its subcontractors in exceptional cases to move the class to accommodate emergency incidents or prearranged commitments. All prearranged commitments have to be brought to the attention of the client prior to confirming a service. Globibo and/or its subcontractors will always arrive at the location of service at the scheduled time. If Client requires Globibo or its subcontractors to be at the point of service before the scheduled time, Client should make notice of this requirements at least seven (7)days in advance. If due to Acts of God or reasons beyond the control of Globibo and/or subcontractors, Globibo and/or subcontractors are late to an assignment, Client shall tolerate moderate delays up to thirty (30) minutes. If participants of a course are late for more than thirty (30) minutes late, a class is deemed as canceled and payment has to be made in full. If Client is dissatisfied with the services of Globibo, the Client shall raise the concerns to Globibo immediately and provide Globibo the opportunity to improve the service level.
3. Ownership / Intellectual Property / Confidentiality: Confidential Information shall mean any Proprietary Information, data, source code, object code, flow charts, software in any stage of development, know-how, processes, designs, plans, drawings, specifications, documentation, reports, manuals, proposals, pricing, market research or development plans disclosed in tangible or intangible form to one party by the other party. Recipient shall not, without prior written permission by the Discloser, transmit the Confidential Information received from Discloser to any third person or entity, except (i) to independent contractors who have a need to know and signed written confidentiality agreements agreeing to maintain the confidentiality of all Confidential Information, (ii) to those in a fiduciary relationship with the Client, or (iii) as may be required by law. Recipient shall exert commercially reasonable efforts to confine knowledge of and access to Confidential Information to those employees who, in the ordinary course and scope of their employment, need to have knowledge of and access to such Confidential Information. Globibo agrees that translations are a work made for hire. Upon Globibo’s receipt of payment from Client, any Intellectual Property Rights in the Work Product will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. All other documents and material used or provided to the Client remain in the sole and exclusive property of Globibo. The Client agrees to assist Globibo in every way, both during and after the term of the Contract, to obtain and enforce international Intellectual Property Rights relating to material in all countries. In the event Client is unable for any reason, after reasonable effort, to secure Globibo’s signature on any document or material needed in connection with the services provided, Globibo hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Globibo. Notwithstanding anything herein to the contrary, Globibo is entitled to use the name and logo of the Client and the performance of the Services in marketing and publicity materials, as an indication of its experience, and in internal data systems.
4. Competitive / Conflicting Jobs: Client agrees, during and 2 year after the term of this agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Globibo’s obligations under this agreement. Client warrants that there is no such contract or obligation in effect as of the Effective Date. Client further agrees not to disclose to, deliver to, or induce Globibo to use any confidential information that belongs to anyone other than Client or Globibo.
5. Covenants: By signing this agreement the Client acknowledges, agrees, represents, warrants, and covenants that (i) the Client shall not solicit the services of Globibo’s subcontractor (s) nationally or internationally, either directly or indirectly, for the Client’s benefit, the subcontractor(s) benefit, or the benefit of any third party, including, without limitation, attempting to hire or independently contract with the subcontractor(s), and (ii) should the Client require work to be completed beyond this agreement, then the Client will contact Globibo to make the appropriate arrangements and shall not under any circumstance attempt to contract work from the subcontractor(s) directly. The foregoing provisions of this paragraph shall cease to apply to the Client in respect of any particular subcontractor(s) after the third (3rd) anniversary of the last date on which such subcontractor(s) performed any work for the Client on behalf of Globibo, whether pursuant to this agreement or otherwise. The Client acknowledges that the preceding covenants are made as consideration to protect and preserve valuable confidential business and professional information of Globibo. The Client’s obligations to Globibo under the preceding covenants are independent of any other obligation between Globibo and the Client, including any promise or agreement contained in this Agreement or any other agreement between Globibo and the Client. The Client acknowledges, stipulates, and agrees that the preceding restrictions are reasonable as to geographical area, time, and line of business and are reasonably necessary to protect legitimate business interests of Globibo. To the extent the duration, geographical area, or line of business of any of the preceding restrictions would cause them to be unenforceable in a particular jurisdiction, the restrictions automatically will be reformed for purposes of enforcement in that jurisdiction to a duration, geographical area, or line of business that is valid and enforceable in that jurisdiction. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the enforcement of the restriction as stated in any other jurisdiction in which it is enforceable as stated. Furthermore, the invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the restriction in another jurisdiction where it is otherwise valid. The Client stipulates that any breach of the covenants in this agreement by the Client will diminish the value of Globibo and will cause irreparable and continuing injury to Globibo for which an adequate legal remedy will not exist. In the event the Client breaches this agreement, Globibo shall be entitled to pursue any and all remedies available at law and equity, which remedies may be exercised concurrently, independently, or successively. Globibo shall be entitled to reimbursement from the Client of all costs incurred by Globibo in enforcing the covenant or otherwise defending or prosecuting any litigation arising out of the covenant. Globibo may assign its rights under this agreement (including the restrictive covenants, which shall be enforceable by the assignee) without the Client’s consent to any assignee or successor in interest of its business, whether pursuant to a sale, merger, or sale or exchange of all or substantially all the assets or outstanding stock of Globibo. This agreement is binding on, and insures to the benefit of Globibo’s authorized assignees and successors.
6. Liability: Globibo shall not be liable under any theory at law, in equity or otherwise for any special, exemplary, punitive, incidental, indirect or consequential damages (even if Globibo has been advised of same), including without limitation lost profits or revenues. The entire liability of Globibo for any claim, loss or damages under any theory at law, in equity or otherwise, including without limitation contract, tort, negligence and strict liability, arising out of this agreement or the engagement of Globibo in connection with the project in question, the performance or breach hereof, or the subject matter hereof shall not in any event exceed the sum of the payments actually made by the Client to Globibo pursuant to this agreement. Any action against Globibo must be brought within three (3) month after the claim arose. If ten (10) business days lapse following the completion of a particular service without communication from the Client of any possible concerns with Globibo’s performance, then the Client irrevocably waives all rights to dispute payment of any and all invoices pertaining to such project.
7. GlobiToo / GlobiPlus: The customer may receive discounts as stated on the quotation based on the GlobiToo and GlobiPlus program. The GlobiToo and GlobiPlus discounts are under full discretion of Globibo and all provisions governing GlobiToo and GlobiPlus are subject to change without prior notice.
8. Termination: Either party has the right to terminate the agreement immediately in the event that the other party has materially breached the agreement and fails to cure such breach within fifteen (15) days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Globibo may also terminate the agreement immediately in its sole discretion in the event of Client’s material breach of any section above. Upon termination of the agreement or upon Globibo’s request at any other time, Client will deliver to Globibo all of Globibo’s property together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information, or Confidential Information. The following provisions will survive termination of the Contract: Sections titled “Ownership / Intellectual Property / Confidentiality”, “Competitive or Conflicting Jobs” and “Covenants”.
9. Governing Law: This agreement and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the internal laws of the Republic of Singapore without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction and any suit brought hereon must be brought in the state or federal courts sitting in Singapore, the parties hereby waiving any claims or defences that such forum is not convenient.