Terms of Use ….

These Terms of Use (hereinafter referred to as "These Terms") prescribe the conditions for providing this Service and the right-obligation relationship between our Company and the Expert. When using this Service, please read the full text of these Terms and agree to these Terms.

1. Mission

Our Company's mission is “Share Human Capital, Empower Asia”. To promote this mission, our company provides the following services: Expert with Consultation, Web Surveying, Short-term Staffing, Business Matching, and opportunities to participate in transactions that provide knowledge and resources in various forms and ways associated with such services (hereinafter referred to as "this Service").

2. Purpose and application of these Terms

(1) These Terms are intended to provide conditions for the provision of this Service and the rights-obligation relationship between our Company and the Expert regarding the use of this Service, applicable to all the relationships related to the use of this Service between our Company and the Expert.
(2) If there is any discrepancy between the content of these Terms and the explanations of this Service which is not in accordance with the above rules and these Terms, the provisions of these Terms shall be prevailing.

3. Register to use

(1) To use this Service, it is necessary to register as an Expert in accordance with this article.
(2) The registration as an Expert may only be done with one’s official name. Our Company may also request to submit a public document to confirm the individual.

4. Usage eligibility

(1) Do not register as an Expert in the following cases.
① In the case of the occurrence or risk of conflict of interest by registering as an Expert.
② In the case of a minor, adult ward, person under curatorship warrantee, person subject to a limited guardianship, and persons who do not have consent from their legal representative, guardian, curator and limited guardian.
③ Where the registration as an Expert is strictly prohibited by the law, rules or regulations.
④ Other cases that our Company considers inappropriate.
(2) Those who apply for Expert registration express and guarantee that the following matters are all true when applying.
① Information entered when entering registration information
② There is no violation of contract signed with third party individuals/legal entities (including but not limited to the employer, the previous employer of the Expert; or an individual/legal entity that the Expert will provide (or has provided) consulting services to; or an individual/legal entity that is (or has been) the contact point for the Expert to provide consulting services); or violation of other legal obligations.
③ There is no violation of the work, obligations, motto and professional rules stipulated by third party individuals/legal entities (including but not limited to the employer, the previous employer of the Expert; or an individual/legal entity that the Expert will provide (or has provided) consulting services to; or an individual/legal entity that is (or has been) the contact point for the Expert to provide consulting services); due to the accession or participation of the Expert.
④ Do not disclose secrets, exclusive information (including trade secrets) that are not owned by the Expert due to accession or participation of the Expert.
⑤ Do not notify or disclose to the third party internal information (non-public information) related to the public company or the public interest due to accession and participation of the Expert.
⑥ Do not violate the laws, rules and regulations due to accession and participation of the Expert.
⑦ In the past, the Expert has not been convicted of any crimes, has not been sued for breach of confidentiality and good of care and has not been targeted for investigation of the Financial Instruments and Exchange Law violation.
(3) The Company may refuse the applicant to register as an Expert regardless of prior or subsequent user registration without notifying the reason and may delete the account after registration if any of the following matters applies.
① In the case of having violated the Terms of Service or having received a disposition such as cancellation of membership status of this Service.
② If there is a risk of violating these Terms.
③ In the case where it is found that there is false information in the registration information and that the matters stated and guaranteed in the previous clause are false.
④ Other cases that our Company considers inappropriate.

5. In the case of corresponding to the following types of professions, the registration as an Expert shall be made after agreeing to the following points.

(1) Official
Officials may not register as an Expert in the case of being prohibited from providing knowledge as an Expert in accordance with the laws and rules. In addition, it is the case that others operating in public positions such as the government (or government agency); organizations, enterprises or entities owned or controlled by the government; officials, or candidate for representative of public international organizations or political parties, shall agree not to argue about established issues, laws, regulations, policies, contracts or other activities that the person has the right to vote or may cause other effects.
(2) Investment advisory
Our Company's service is not a financial product offering or an investment advisory. Experts are also not allowed to provide such services to the requesting Party.
(3) Lawyer
Do not disclose information about your requesting Party. Also, do not violate the obligations and rules of a lawyer.
(4) Auditor
Existing auditors or former auditors shall agree not to mention other enterprises or organizations that are conducting the audit themselves or have performed audits within the past 3 years.
(5) In addition, when providing knowledge to the requesting Party, the Expert needs to ensure the necessary qualifications if requested in some way.

6. Competition prohibition

For services related to Clients who are directly competitors of a company in which the Expert is an incumbent director, trustee, officer, board member or employee (or a company in which the Expert is in the same position), the Company agrees that Expert services will not be provided through this Service.

7. Changes in registration information

If there is a change in the registration items, the change shall be notified without delay according to the method established by the Company.

8. Password and user ID management

(1) The Expert is responsible for managing their mail address and password. Our company is not responsible for any loss or damage that the Expert may suffer due to incorrect or fake registration information.
(2) When confirming that the mail address and password are entered at the time of login matching the registered mail address and password, our Company will treat that login as the true Expert login and used by the Expert.

9. Personal information protection

In this service, personal information shall be handled in accordance with the personal information protection policy defined separately by our Company.

10. Service use

This service shall be used by members themselves and shall not be used by third parties.

11. Content of this Service

Through this Service, our Company provides a platform and support services to give the opportunity to provide knowledge and business opportunities to the Requesting Party and the Expert.
(1) Our company and the Requesting Party jointly sign this Service Use Contract. The Requesting Party shall buy the right to use this Service.
(2) The Requesting Party shall ask our Company to connect with the necessary Expert. Based on the request of the Party, Our Company will seek and arrange the conditions that the Expert should prepare and manage it as a project.
(3) Based on the conditions of the Expert, our Company will use the Expert database that our Company owns and resources outside the company to select the Expert candidates.
(4) Our company will conduct a project explanation by the Expert candidates and confirm whether the candidate meets the conditions and wants to provide the Service or not.
(5) In the case that the Expert expresses his wish to join the project and receive trust, our Company will proceed to connect the Requesting Party with the Expert.
(6) The Requesting Party shall approve the methods that it owns or the tools that our Company provides to carry out transactions that provide knowledge or negotiate business with the Expert.
(7) At the stage where the transaction providing knowledge or business negotiation has ended, the Requesting Party and the Expert shall carry out the project completion notice for our Company.
(8) Upon receipt of the completion report, our Company will complete the project management. After the project ends, the Requesting Party shall pay remuneration to the Expert, based on the prescribed terms and terms of payment. Our Company will receive the remuneration under Clause 15 on behalf of the Expert.
(9) This service is the Expert connection service - someone with knowledge in the industry, and the Requesting Party - who requires that knowledge. The contract for the provision of knowledge of the Expert is a contract established directly between the Expert and the Requesting Party. Our Company is not a contracting party.

12. Expert's responsibility

(1) The Expert may only accept projects that our Clients prepare separately, or projects that our Company has explicitly approved.
(2) In case the Client has additional business or project requirements, the Expert shall receive clear approval from our Company before starting work.
(3) Among the projects that our Clients have prepared, projects that do not receive explicit prior approval from our Company shall not be paid.
(4) If the Expert takes charge of the Client case by our inquiry, the Expert shall express the intention of acceptance or rejection within 24 hours after the inquiry. In case of receiving a project, it shall be planned within 5 business days from the date of inquiry.
(5) The Expert shall conduct all projects for the Client appropriately and diligently with the equivalent of the highest qualification in the industry.

13. Usage fee for this service

(1) In the case that the Expert receives a project from the Client through this Service, the Expert shall pay the service usage fee regulated by our Company.
(2) Our company may receive fees for using the service mentioned above, after depreciating from the remuneration received from the Client in accordance with the following provisions.

14. Remuneration for Expert

(1) The Expert entrusts our Company to receive the remuneration paid by the Client.
(2) Our Company will base on the trust service in the above clause and give the money to Expert after deducting the fee that the Expert shall pay to our Company as stipulated in the above clause, from the remuneration that our company, on behalf of Expert, receives from Clients (Hereinafter referred to as "remuneration for Expert").
(3) Transfer fee incurred when our Company pays the Expert shall be borne by our Company in case of transfer to a domestic financial agency. However, in case of bank transfer information that has been registered by the Expert or if it is necessary to transfer money back to the situation of Expert, the transfer fee will be due to the remittance and subsequent transfers shall be paid by the Expert. Our company may charge a transfer fee of SGD... for each transfer and receive the payment by deducting from the payment. In addition, if the Expert wishes to transfer money abroad, the Expert shall bear the initial transfer fee.
(4) The remuneration for the knowledge supply transaction shall be paid in the manner set by our Company at the end of the following month since the completion of the project announced by the Expert.
(5) Under the provisions of these Terms, even if the Expert can receive cancellation fees (cancellation charges) from the requesting Party, it shall still comply with the provisions of the previous clause and the Expert shall prepare a project completion report.
(6) Payment term

15. Handling of cancellation

(1) If the Requesting Party wishes to cancel the offer of knowledge after the matching with the Expert is established and before the implementation of the offer of knowledge by the Expert, the Expert shall notify the cancellation immediately through this Service.
(2) If the Requesting Party has canceled according to the preceding clause, a cancellation fee is provided as follows.
① Cancellation two days prior to the scheduled date of the transaction that provides knowledge or before that date (Singaporetime): SGD 0.
② Cancellation after the previous day of the expected transaction execution date (Singapore time): 50% of the agreed payment.
(3) In the case where the Requesting Party has canceled the transaction providing knowledge and our Company has accepted the remuneration on behalf of the Expert, our Company will return the money to the Requesting Party. However, in the case that a cancellation fee incurs, our company will return the remaining amount after deducting the cancellation fee.

16. Tax handling

The Expert is responsible for tax processing according to the tax laws of Singapore and other countries where the taxation obligation is applied.

17. Prohibition of solicitation

(1) It is strictly prohibited to intentionally engage or negotiate with the Client, to agree or sign agreements (by written or oral) with the Client within 1 year after the end of the Client’s project that our Company first introduced, without passing our Company on the provision of services that the Expert provides and other similar services to our Company's Clients, except in the event of any agreement made in advance with our Company.
(2) For any reason, hiring or soliciting employees of our Company or clients first referred to by the Company directly or indirectly is prohibited for one year after the relationship between the Expert and the Company has been cancelled.

18. Confidentiality obligation

(1) The Expert agrees that unless explicitly permitted in writing by the Company, the Expert will strictly keep all information obtained about this Service (hereinafter "Confidential Information") confidential, non-communicable and does not disclose to a third party.
(2) If an Expert is required to disclose confidential information in accordance with the applicable law, the Expert shall promptly notify the Company to that effect and cooperate with the Company to prevent the disclosure of confidential information within the scope of the applicable law or to take measures to be exempted from disclosure of confidential information.
(3) The Expert shall not use the Confidential Information except for the specific purpose based on the condition. The Expert shall not use Confidential Information for personal gain (including investment decisions or transactions) without adding any restrictions to the above rule.
(4) The confidentiality obligation set forth in this Article shall survive the disclosure of the confidential information and general availability, regardless of the disclosure of the Expert or other persons who have legal confidentiality obligations.

19. Compliance rules

The Expert shall not engage in the following knowledge offering transactions:
(1) If the Expert is currently an employee, a director, or an officer of a specific company/group, provides knowledge to the client who is a direct competitor of the company/group: The provision of knowledge to an applicant who is a direct competitor of the respective company or organization
(2) Where the Expert is a lawyer or other expert: Corresponding operation in case the introduction of a project from a third party is prohibited by the law.
(3) Where the Expert is an auditor or a former auditor: The transaction provides knowledge relating to the company that the Expert itself or the employer is currently performing the audit or related to the organization that the Expert itself or the employer has performed audits in 3 last years.
(4) Consulting profession on investing in valuable securities, etc.
Transactions that provide knowledge are likely to violate the internal rules of the company that Expert is attached to.
In addition, the Expert shall comply with the following rules:
(1) Where the Expert is an employee or board member of a company that issues securities through initial public offering (IPO), the company that performs takeover bid, the company that is the target audience, or the company that represents the company to perform activities related to a public offering, it shall reject all project requests until the corresponding IPO starts or during the period of corresponding public bids being conducted.
(2) The Expert is not entitled to receive any remuneration from a company other than our Company in the form of wages for the business that the Expert has made to the requesting party, without the Company's prior written consent.
(3) The Expert may not allow a third party to provide knowledge to the Requesting Party.

20. Preparation of used environment

(1) The Expert shall prepare the communication equipment, software, and all other equipment necessary for using the service at their own expense and responsibility. In addition, upon using this service, the Expert shall choose at its own expense and responsibility and connect to the Internet via telecommunications services or telecommunications lines.
(2) The Expert shall refer to the information provided by concerned authorities to maintain confidentiality, such as prevention of computer virus infection, unauthorized access and information leakage, depending on its usage environment.
(3) Our Company does take any part in the use environment of the service by the Expert and assume no responsibility.

21. Non-infringement of third party rights

(1) The Expert may withdraw from this service and cancel their registration as an Expert by notifying the Company in a manner prescribed by the Company.
(2) In the case of withdrawal, if there is a debt owed to the Company, the Expert naturally loses the due date on any debt owed to the company and immediately pays all debts to the Company.

22. Disclaimer of our Company

The Company is not involved in the contact between the Expert and the Client, as well as has no obligation or responsibility to the Expert and the Client regarding the matter prepared by the Company.

23. Prohibited acts

(1) The Expert shall not do the following:
① Acts that infringe the rights of the user of this service or a third party
② Acts to use information obtained through this service beyond the scope of reproduction, sale, publication or other private use
③ Acts that interfere with the operation of the Service or damage the Company's credit or acts that are likely to do so.
④ Acts of transmitting information including computer viruses and other harmful computer programs.
⑤ Acts of spoofing careers such as educational background.
⑥ Acts of violating these Terms of Use.
⑦ Other acts that the Company deems inappropriate.
(2) If the Company determines that the above prohibited acts are applicable, the Company may take necessary measures such as cancellation of the registered information determined to fall under the Usage and Prohibition Act without prior notice. In addition, the Expert shall be liable for any damages in the event of damage to the Company or other users.

24. Withdrawal

(1) The Expert may withdraw from this service and cancel their registration as an Expert by notifying the Company in a manner prescribed by the Company.
(2) In the case of withdrawal, if there is a debt owed to the Company, the Expert naturally loses the due date on any debt owed to the company and immediately pays all debts to the Company.

25. No transfer

(1) The Expert shall not transfer the rights related to the Service to a third party or use them as mortgages or collaterals.
(2) The position of the Expert is personally exclusive and cannot be traded, changed in name or inherited.

26. Change of this Article

In case the Company considers it necessary, the Company may change this Article according to its judgment without prior consent of Expert. The amended Terms shall take effect from the time they are displayed on the Company website or notified to the Expert, unless otherwise specified by the Company, and after changes to the Terms become effective, the Expert is deemed to have agreed to the changed Terms by using this service.

27. Governing law

The validity, interpretation, performance and enforcement of the terms and conditions shall be governed by the laws of Vietnam regardless of any conflict of legal provisions.

28. Arbitration agency

(1) Any disputes arising between the Company and the Expert in connection with these Terms of Use shall be resolved in accordance with the arbitration rules of the Vietnam International Arbitration Center (VIAC) - Ho Chi Minh City Branch under the Vietnam Chamber of Commerce and Industry (VCCI) in accordance with the arbitration rules of VIAC. The arbitration venue is Ho Chi Minh City, the language used for the arbitration is English, and the three arbitrators appointed according to the rules of the VIAC shall conduct the arbitration.
(2) Arbitration decisions is final, mandatory and binding on the parties. Unless otherwise specified by the Arbitration Committee, the costs of the arbitration shall be borne by the losing party in accordance with the provisions of Clause 2.

Updated on 1st July 2019.