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TERMS AND CONDITIONS

• Definitions.

  For the purposes of this Agreement, the following terms are adopted:

  • Additional Work means services or facilities not specified or otherwise contemplated in this Agreement or the Dedicated Staffing Proposal which DOJO may agree in writing to provide to You from time-to-time and includes out-of-pocket expenses DOJO incur, with your prior written consent, on Your behalf.
  • Additional Work Charge means amounts payable by You to DOJO for Additional Work.
  • Agreement means this Client Services Agreement including any Annexures and Dedicated Staffing Proposals.
  • Business Day means a day that is not a Saturday, a Sunday, or a public holiday or bank holiday in the state where this Agreement may be enforceable or applicable.
  • Commencement Date means the date the parties execute this Agreement.
  • Confidential Information means information relating to the business, customers/clients, products and affairs of either of the parties and their affiliates deemed confidential by the parties and their respective affiliates or which the parties know or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, methods, inventions, technology, technical data, financial information, operations, employees, client lists, customers, suppliers and/or know-how relating to the business and activities of either of the parties and their affiliates.
  • Dedicated Staffing Proposal means such dedicated staffing proposal as may be agreed between the parties in writing from time to time.
  • Intellectual Property Rights means all present and future rights throughout the world in respect of registered and unregistered copyright, inventions and novel designs (including patents, innovation patents and utility models), confidential information (including the right to enforce an obligation to keep information confidential), trade secrets, technical data and know-how, registered and unregistered business or trading names, domain names, registered and unregistered designs and trademarks and any other right resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may hereafter subsist.
  • Labor Recovery Charge means the pass-through costs directly associated with the employment of dedicated Personnel as agreed by the Parties in the Dedicated Staffing Proposal.
  • Moral Rights shall refer to any intellectual property right which includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world.
  • Privacy Laws shall refer to the relevant privacy laws that may be applicable in relation to this Agreement, including, but not limited to: (a) the Philippine Data Privacy Act of 2012; (b) the Singapore Personal Data Protection Act of 2012; (c) The General Data Protection Regulations of the European Commission; and (d) the California Privacy Rights Act of 2023.
  • Redundancy Pay Expense shall refer to the annual charge payable by You in relation to each Dedicated Personnel (to cover potential Redundancy Payments for which DOJO may become liable) equal to one month of the Service Fees and Labor Recovery Charges for the relevant Dedicated Personnel.
  • Services shall refer to the facilities, off-shoring and outsourcing services provided by DOJO to the Client as outlined in the Dedicated Staffing Proposal.
  • Services Fee means the monthly fixed cost per Personnel for facility and support services provided by DOJO.
  • Set-up Fee means the one-time cost to cover expenses of setup of the facilities to service Your requirements.
  • Total Services Fee means the total sum of the Services Fee, the Set-Up Fee, and the Labor Recovery Charge and any ancillary charges payable by You (including, but not limited to, Technology charges and Additional Work Charges) for the Services as agreed by the Parties in the Dedicated Staffing Proposal or otherwise in writing.
  • Work means the specific work and/or tasks to be undertaken by DOJO and the Personnel for You as generally detailed under Annex “A” of this Agreement.
  • You and Your shall refer to the Client.
• Appointment as Service Provider
  • Throughout the Term of this Agreement, Client hereby grants to DOJO the exclusive right to act as the Service Provider and Employer-of-Record with respect to all Personnel retained by Client for all its operations.
  • DOJO shall act and assume all the responsibilities as the employer-of-record for the Personnel who will be providing Services to the Client. As such, DOJO shall:
    • Provide the outsourcing services of Information Technology Personnel to Client;
    • Employ skilled Dedicated Personnel for Client’s exclusive and dedicated use in the performance of the work.
  • This Agreement shall supersede any conflicting provisions with respect to the delivery of the Services specified under any specific Work Order and/or Scope of Work submitted by You.
• Commencement and Term

  The Agreement commences on the Commencement Date and will continue until it is terminated in accordance with its terms.

• Management of Work and Dedicated Personnel
  • You are responsible for managing the Work and the day-to-day supervision and/or management of the Dedicated Personnel and, for that purpose, may directly provide lawful and reasonable instructions and/or directions to the Dedicated Personnel.
  • As the direct manager of the Dedicated Personnel, you are responsible for the following:
    • Provide such training to the Dedicated Personnel as may be reasonably necessary for them to undertake the Work;
    • Provide reasonable instructions and/or directions to the Dedicated Personnel in respect of the Work (including, to the extent necessary to undertake the Work, in relation to compliance with Your policies and procedures); and
    • You agree to be solely responsible for the Work output by the Dedicated Personnel.
  • Except for willful acts and/or serious misconduct by the Dedicated Personnel that are not due to such things as: (a) a failure by You to properly supervise and/or manage the Dedicated Personnel and/or the Work; (b) a failure by You to have appropriate policies and/or procedures in place; and/or (c) a failure by You to provide appropriate training to the Dedicated Personnel;, You agree that the DOJO will not be liable for any Claim suffered or alleged by You or any third party which arise from the performance (or lack thereof) of the Dedicated Personnel for any reason or the Work undertaken by the Dedicated Personnel.
  • DOJO shall be responsible for the following:
    • DOJO shall find and hire the Dedicated Personnel that will perform the Work subject to Your approval;
    • As the Employer of the Dedicated Personnel and, we shall be free, without any impediment, to exercise control and supervision over the Dedicated Personnel, but subject always to the Dedicated Personnel undertaking Work exclusively for You;
    • DOJO shall have the sole right to discipline, impose sanctions, suspend and/or dismiss any of the Dedicated Personnel and, in this regard, You will report any untoward act, omission committed, or unsatisfactory conduct by any of the Dedicated Personnel to DOJO for such action as DOJO may consider in its absolute discretion appropriate (subject to consulting with You prior to taking such action);
    • DOJO shall be responsible for the remuneration of the Dedicated Personnel; and
    • DOJO shall determine the probation period, holidays and work schedule of the Dedicated Personnel.
  • Any right granted to You to instruct and/or oversee the Services performed by DOJO is intended to ensure full performance of the Services in this Agreement and does not establish an employment relationship between You and the Personnel.
  • You may monitor the Personnel’s use of its Systems (defined below) and copy, transfer and disclose such electronic communications and content transmitted by or stored in such Systems, in pursuit of Your legitimate business interests, in accordance with applicable law. For the purposes of this Paragraph, the term "Systems" includes all of computers (including laptops) owned leased or purchased by You for use by the Personnel, mobile phones and other mobile devices, keys, PDAs, credit cards, printers, card access to any company building, files, e-mails, tapes, programs, records and software, computer access codes or disks, and other similar systems.
  • Under no circumstances will any Dedicated Personnel or DOJO be considered to be Your employee as a result of execution of this Agreement.
  • The Personnel will perform Work in accordance with DOJO’s Code of Conduct.
• DOJO’s Obligations
  • DOJO will provide Services through itself or any of its related entities (“DOJO Related Entity”) as the parties may from time-to-time agree in writing. In the event You require the removal of any of the Dedicated Personnel based on reasonable and lawful grounds, DOJO shall comply with the request to remove someone within sixty (60) days. Without undue delay, DOJO shall be responsible for finding suitable candidates for replacement and interviewing them with You. All replacement candidates must be approved by You.
  • DOJO will cause the relevant DOJO Related Entity to release the Dedicated Personnel to You for the purpose of training, reporting, meetings and other discussions between the Dedicated Personnel and You as may be necessary.
  • DOJO will be responsible for the Dedicated Personnel’s individual time logs for recording actual attendance.
  • DOJO will cause the relevant DOJO Related Entity to:
    • Engage the Dedicated Personnel through a formal employment contract outlining the parties’ obligations;
    • Ensure that any employment contract signed by the Dedicated Personnel includes an obligation for the Dedicated Personnel to comply with Your policies and procedures (save to the extent that they are contrary to local law) and a non-compete obligation.
    • DOJO will cause the relevant DOJO Related Entity, as the employer of the Dedicated Personnel, to: (a) comply with all laws, rules, and regulations pertaining to labor and employment as may be applicable in the circumstances; (b) pay all wages, salaries and other benefits, as may be applicable, agreed or necessary; and (c) comply with all statutory and other obligations in respect of taxation, fringe benefits tax, other withholdings, imposts and obligations.
  • DOJO will ensure that, during the term of this Agreement and/or while Dedicated Personnel are assigned to You, the relevant DOJO Related Entity does not re-deploy the Dedicated Personnel to other clients or projects without Your express written consent.
  • DOJO will, if requested by You, provide You with a copy of documentation which evidences compliance with this Agreement, including, without limitation, copies of employment contracts entered into by Dedicated Personnel.
• Client’s Obligations
  • The Client shall be responsible for reaching out to DOJO for any concerns regarding the employment of the Dedicated Personnel and/or the Services provided. Any concerns and issues in this regard shall be relayed to DOJO’s designated Client Success Manager.
  • You must not take any action in relation to the Dedicated Personnel or provide any instructions and/or directions to Dedicated Personnel that may cause Dedicated Personnel to file grievances or labor cases against DOJO.
  • You will extend full cooperation and provide DOJO and any relevant DOJO Related Entity with access to, and use of, all information, data, and documentation (including Your IP) that may be necessary to perform the Services.
  • You will promptly notify DOJO of any concerns or disputes You have with regards to the provision of the Services.
  • You will provide, at Your cost (including any costs of travel and accommodation), such training to the Dedicated Personnel as may be necessary for them to perform the Work.
• Fees and payment terms
  • On the first day of each calendar month, DOJO will issue an invoice to You for the Total Services Fee for the Services to be provided by DOJO in the following month and, if applicable, for any Procurement Charges or Additional Work Charges payable (Invoice).
  • The Total Services Fee will be billed in the Payment Currency and, in relation to calculating the amounts payable by You for Labor Recovery Charges, and, if applicable, Procurement Charges and/or Additional Work Charges, the following rules will apply:
    • DOJO will monitor the Payment Currency: Local Currency exchange rate in consecutive quarterly periods and the applicable exchange rate will be adjusted, rounded down to the nearest integer, based on the average benchmark foreign exchange rate for each quarterly period, as recorded and published at: https://www.bloomberg.com/markets/currencies
    • Once the exchange rate is set, it will remain fixed for the applicable quarter;
    • Changes in the exchange rate will take effect on the first invoice period following the start of each new quarter and the adjustments will appear on the invoice for that period.
    • Invoice payments are to be made in the Payment Currency to the bank account nominated by DOJO.
  • You agree to pay the amount stated in the Invoice as follows:
    • If the Invoice is the first Invoice issued pursuant to this Agreement, before the agreed date of commencement of the Services, the initial invoice will be calculated as follows:
      • If the Services are to be commenced on the first day of a month, the invoice will include all relevant amounts for the first month and the subsequent month;
      • If the Services are to be commenced after the first day of the month, then the invoice will include a pro-rata rate for the first month plus all relevant amounts for the two subsequent months; and
      • Any subsequent Invoice issued pursuant to this Agreement, within 7 days from the date of the Invoice or the due date as stipulated in the Invoice.
  • In the event of a genuine dispute in relation to an Invoice amount, You agree to pay DOJO any amount in the Invoice that is not subject to dispute.
  • If You do not pay Invoices as and when required by this Agreement and, as a result, one or more Invoices become overdue by more fifteen (15) calendar days:
    • DOJO may charge interest of 2% per month on any overdue amount until the outstanding amount is paid in full; and
    • DOJO may suspend and/or cease the provision of Services.
• Variation of Fees.
  • If, as a result of a change of law or regulation affecting salary and/or salary rates, it is necessary for DOJO to vary the Labor Recovery Charge, DOJO will provide You with 30 days written notice advising You of the required variation to the Labor Recovery Charge and the date from which the variation will commence (Variation Date). You agree to pay the varied Labor Recovery Charge from the Variation Date.
  • DOJO may increase the Services Fee annually by an amount calculated in accordance with the Singapore Consumer Price Index or 4%, whichever is the lower.
• Client Owned Equipment
  • Client shall be solely responsible for all Client Owned Equipment under your possession or which is held by any Dedicated Personnel. Neither DOJO, nor any DOJO Related Entity shall be held liable for any loss or damage suffered by You in relation to any Client Owned Equipment that is damaged, lost, or stolen.
  • You will be solely responsible for the recovery of Client Owned Equipment from Dedicated Personnel including, but not limited, any costs incurred in this regard.
• Redundancy
  • For each Dedicated Personnel recruited or sourced by DOJO for your benefit, you shall pay the required Redundancy Pay Expense at the beginning of each Personnel’s tenure with DOJO, and shall be paid on an annual basis.
  • Redundancy Payments to Personnel relieved from service for authorized causes (as instructed by You) shall be taken from the Redundancy Pay Expense. The balance of the amounts paid in this regard by You minus any Redundancy Payments paid or payable in relation to Dedicated Personnel, or other outstanding amounts owed to DOJO pursuant to this Agreement, will be refunded to You within Thirty (30) calendar from the conclusion of the Services.
• Ownership of Work Product and Your IP
  • All products, materials, inventions, ideas, original works of authorship (including but not limited to, any software, middleware, or code) in whole or in part conceived or made by the Dedicated Personnel through the Work performed by them (Work Product), will belong exclusively to You.
  • If requested by You, DOJO shall obtain in writing from each Dedicated Personnel involved in the production of any Work Product, an irrevocable consent authorizing You and Your respective successors and assigns, to use, reproduce, modify and adapt the Work Product in any way they choose.
  • All materials You provide to DOJO for its use in providing the Services (Your IP) will be owned or fully licensed by You, and You warrant that You have the right to provide Your IP for use.
  • You grant DOJO the non-exclusive, non-transferrable, royalty-free license to use Your IP for the sole purpose of performing, and only to the extent required to perform, the Services and complying with its obligations under this Agreement during the term of this Agreement.
• Representations and Warranties
  • Each party represents and warrants to the other that:
    • It is duly organized and in good standing under the laws of the jurisdiction indicated as its state of organization and has adequate power to enter into and perform this Agreement;
    • This Agreement has been duly authorized, executed, and delivered on behalf of such party and constitutes the legal, valid, and binding agreement of such party, enforceable in accordance with its terms; and
    • The entering into and performance of this Agreement will not violate any judgment, order, law, regulation, or agreement applicable to such party or any provision of such party’s charter or bylaws, or result in any breach of, constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of such party pursuant to any instrument to which such party is a party or by which it or its assets may be bound.
  • Client represents and warrants to DOJO that:
    • Client has the right and authority to employ Talent and produce Commercials;
    • Client shall comply with each of its obligations as set forth herein with respect to DOJO and all Talent retained by DOJO on behalf of Client; and
    • Client shall fully comply with all applicable federal, state, or local laws and regulations and any other legal or contractual obligations, including but not limited to the Screen Actors Guild Commercial Contract, to the extent Client is a signatory thereto or otherwise bound thereby, concerning the hiring, performance, employment, working conditions, and termination of employment with respect to Talent, including but not limited to those laws and regulations regarding workplace safety and equal opportunity, notwithstanding the status of DOJO as designated employer.
    • Without limiting the foregoing, Client shall fully comply in all respects with all Federal and applicable state laws and regulations and the Union Contracts as regards the terms and conditions under which minors may be lawfully employed. If Client requests any minor to be employed by DOJO, Client will furnish to DOJO all requisite work permits.
    • Client shall be responsible for any unauthorized use of Commercials, including violations of Talent’s rights of privacy or publicity, unless such unauthorized use is a result of DOJO’s negligence or other breach of this Agreement, in which event DOJO will take full responsibility and indemnify Client with respect to any such claims.
  • DOJO represents and warrants to Client that:
    • DOJO has the right and authority to be designated as employer of the Talent; and
    • DOJO shall comply with all applicable Union Contracts, and federal, state, and local laws and regulations regarding the payment of Talent retained by DOJO on behalf of and as agent for Client.
    • The representations and warranties contained in this paragraph shall be deemed “material” for all purposes related to this Agreement.
• Privacy Compliance
  • The parties will comply with the requirements of the Privacy Laws.
  • You will ensure that Your systems, processes and policies are, and will remain, compliant with the requirements of the Privacy Laws and that Your staff and the Dedicated Personnel comply with the Privacy Laws as may be necessary when undertaking the Work.
  • DOJO shall undertake to comply with the Privacy Laws in the provision of the Services to You.
  • DOJO agrees that it will:
    • Assist You to comply with Your obligations under the Privacy Laws, by the use of appropriate technical and organizational measures, to the extent possible;
    • Immediately notify You upon becoming aware of any breach of the Privacy Laws and comply with all reasonable directions from You in respect of the breach;
    • Comply with any reasonable information security and privacy policies or procedures notified to DOJO from time to time; and
    • Make available to You information to demonstrate DOJO compliance with Privacy Laws and allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You;
    • Immediately inform You if it becomes aware that, in the opinion of DOJO, any of Your instructions to Dedicated Personnel infringe Privacy Laws; and
    • Provide You with such cooperation as may be reasonably necessary in relation to resolving any complaint concerning privacy.
  • Without limiting anything in this Agreement in relation to any Personal Information obtained by DOJO from You as a result of the Services, DOJO will:
    • Collect, process, use, disclose store, transfer or handle the information in accordance with the Privacy Laws and may do the same only upon documented instructions from You;
    • Not engage another processor to collect, process, use, disclose, store, transfer or handle the information without prior instructions from You;
    • Take all reasonable steps to ensure that the information is protected from misuse, interference or loss, and from unauthorized access, modification or disclosure;
    • Take all reasonable steps to destroy or return information that is no longer needed for the purposes of this Agreement;
    • Ensure that access to the information is limited to those persons who are required to access that information for the purposes of this Agreement and that it shall ensure that such persons abide by the provisions of this Agreement on confidentiality and data protection; and
    • Comply with any reasonable direction from You in relation to a complaint concerning privacy received by either party.
• Non-Solicitation; Direct Hiring of Dedicated Personnel
  • Throughout the Term of the Agreement and one (1) year after its termination (the “Non-Solicitation Period”), You shall not, without DOJO’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of DOJO or any of its related parties; or (ii) hire, on Your own behalf or for any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with DOJO.
  • In the event that you directly or indirectly solicit any Dedicated Personnel assigned to you throughout the Non-Solicitation Period, You agree to pay DOJO a break fee for each of the Personnel equal to the aggregate of one (1) year of their total monthly salary package and Services Fees.
  • The provisions on this Clause 14 shall not apply to Personnel originally sourced or recruited by You and referred to us.
• Indemnification
  • Client shall indemnify and hold DOJO and its principals, assigns, related interests, directors, officers, employees, and authorized representatives, (collectively, the “DOJO Indemnitees”) free and harmless against, any and all claims, actions, liabilities, costs, expenses, and damages, including but not limited to attorneys’ fees and costs, with respect to any claims imposed on, incurred by, or asserted against DOJO Indemnitees occurring as a result of, or in connection with (a) erroneous information provided by Client, (b) any breach by Client of any clause, condition, representation, warranty, or provision of this Agreement, (c) Client’s designation of DOJO as employer with respect to the retention of Talent, except to the extent that any such claim shall relate to DOJO’s default hereunder or negligence or willful misconduct with respect thereto, (d) any breach or violation by Client of any applicable law, (e) any act or failure to act by DOJO at the request of Client whether on account of any ambiguity or interpretation of any Union Contract or other agreement or otherwise, or any claim resulting from such deference to Client’s interpretation of any Union Contract as provided herein, and (f) any other claim or cause resulting from any act or failure to act by Client in accordance with this Agreement.
  • DOJO shall indemnify and hold Client and its successors, assigns, officers, directors, employers, and agents (collectively, for purposes of this paragraph “Client Indemnitees”) harmless from and against any and all claims, actions, liabilities, costs, expenses, and damages, including but not limited to outside attorneys’ fees and costs, with respect to any claim imposed on, incurred by, or asserted against Client Indemnitees occurring as a result of or in connection with (i) erroneous information provided by DOJO, (ii) any breach or violation by DOJO of any clause, condition, representation, warranty, or provision of this Agreement, (iii) any breach by DOJO of any applicable law, or (iv) any other claim or cause resulting from any act or failure to act by DOJO in accordance with this Agreement, except to the extent that any claim shall relate to Client’s default hereunder or negligence or willful misconduct with respect thereto.
• Force Majeure.

  Except for payment obligations, neither party will be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond the defaulting party’s reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of more than 30 days the party not subject to the force majeure will be entitled to terminate this Agreement by written notice to the other.

• Governing Law and Jurisdiction.

  This Agreement shall be construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this contract, 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 in Singapore.