JobKred's standard agreement covering the provision of software services.
Version: 260812
This Software Services Agreement (this “Agreement”) contains the terms and conditions that govern the access to and use of the Services (as defined below) and is an agreement between:
The Supplier agrees to provide, and the Client agrees to buy, the Software as a Service (SaaS) offering, and related services, on the terms of the Agreement. The Agreement comprises:
Start Date
As specified in the Statement of Work.
Initial Term
As specified in the Statement of Work or, if unspecified, one (1) calendar year from the Start Date.
End Date
As specified in the Statement of Work or, if unspecified, 12 months after the Start Date.
SaaS Service
The SaaS Service comprises the Service Module(s) specified in the Statement of Work, each being a software offering made available by the Supplier and provided in accordance with the specifications set out in the Statement of Work.
Fees and Payment Terms
SaaS Service: As set out in the Statement of Work or other similar document (e.g. via Client's selection of applicable services on Supplier's website)
Related Services: Upon request by the Client, additional Related Services during the term of the Agreement and additional fees will apply to those services at a daily rate.
Payment Term is 30 days from the date of invoice and must be made in the manner specified within the Statement of Work.
Notice
All notices are to be sent to the addresses specified in the Statement of Work, or to such other address as a party may notify in writing from time to time. Notices are deemed received when delivered in person, by courier, or by email with confirmation of receipt.
1.1. Definitions: In the Agreement, the following terms have the stated meaning:
| Term | Meaning |
|---|---|
| Agreement | Section A (Agreement and Key Details, including the cover page and signature clauses), Section B (General Terms) and the Statement of Work. |
| AI Provider | A third-party provider of artificial intelligence models engaged by the Supplier as a Sub-Processor to process inputs and generate Outputs for an AI Service. |
| AI Service | A Service Module identified in the Statement of Work as an AI Service, whose functionality includes generating content, analyses or recommendations using machine learning or artificial intelligence models. |
| Confidential Information | The terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier (or its licensors), including the Software, is the Supplier's Confidential Information. |
| Data | All data, content, and information (including Personal Information) owned, held, used or created by the Client that is provided to the Supplier or stored using, or inputted into, the Software, Underlying Systems or Services. |
| Data Breach | Has the same meaning as “data breach” defined in the Personal Data Protection Act (PDPA). |
| End Date | The end date set out in the Statement of Work. |
| Fees | The fees set out in the Statement of Work. |
| Force Majeure | An event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care. For the avoidance of doubt, Force Majeure includes, without limitation: acts of God, natural disasters, pandemics or epidemics, war or terrorist acts, government actions or regulations, widespread internet or telecommunications outages beyond the Supplier's reasonable control, failure of third-party cloud infrastructure or hosting services where the Supplier has taken commercially reasonable steps to maintain redundancy, and sustained distributed denial-of-service (“DDoS”) attacks that cannot be mitigated using commercially reasonable means. |
| Intellectual Property Rights | Includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property. |
| Key Details | The Agreement specific details set out in Section A of the Agreement. |
| Objectionable | Includes being objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way. |
| Outputs | The results, reports, analyses, recommendations and other materials generated by the Services for the Client, including materials generated by an AI Service in response to inputs submitted by the Client or its personnel. |
| Payment Terms | The payment terms set out in the Key Details. |
| Personal Information | Has the same meaning as “personal data” defined in the Personal Data Protection Act (PDPA). |
| Related Services | Any related further service that the Supplier agrees to provide to the Client under the Agreement other than the SaaS Service as described in the Statement of Work. |
| SaaS Service | The service comprising the Service Module(s) specified in the Statement of Work, having the core functionality described in the Key Details and in accordance with the specifications set out in the Statement of Work. |
| Service Module | A distinct software offering made available by the Supplier as part of the SaaS Service, as specified in the Statement of Work. |
| Services | The SaaS Service and any Related Service. |
| Software | The software owned by the Supplier (and its licensors) that is used to provide the SaaS Service. |
| Start Date | The start date set out in the Statement of Work. |
| Statement of Work | The Statement of Work signed by the Client and the Supplier. |
| Underlying Systems | The Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks. |
| Website | The Internet site at www.jobkred.com or such other site notified to the Client by the Supplier. |
| Year | A 12-month period starting on the Start Date or the anniversary of that date. |
| Uptime | The percentage of time in a calendar month that the SaaS Service is available and operational, calculated in accordance with Clause 2.3d. |
1.2. Interpretation: In the Agreement:
2.1. General: The Supplier shall provide the Service:
2.2. Non-exclusive: The Supplier's provision of the Services to the Client is non-exclusive and nothing shall deem to circumvent the non-exclusive nature nor prevent the Supplier from providing the Services to any other person.
2.3. Availability:
2.4. Underlying Systems: The Supplier is responsible for procuring all Underlying Systems reasonably required for it to provide the SaaS Service in accordance with the Agreement
2.5. Additional Related Services:
2.6. Service Level Agreement: The Supplier agrees to use best efforts to provide a level of service as stated in the Appendix.
3.1. General use: The Client and its personnel must
3.2. Access conditions: When accessing the SaaS Service, the Client and its personnel must
3.3. Authorisations: The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Service. The Client is also responsible from time to time for notifying the Supplier if any licences, authorisations or consents are required for the continued processing of Data, including Personal Information.
3.4. Payment: The Client warrants that they shall make timely payment on all amounts owed to the Supplier as and when they become due.
4.1. Supplier access to Data:
4.2. Data Intermediary: The Client acknowledges and agrees that:
4.3. Backups of Data: The Supplier will take standard industry measures to back up all Data stored using the Services, including daily backups of data to a secure server.
4.4. Sub-Processors: The Supplier may engage affiliates, sub-processors and third-party service providers (each a “Sub-Processor”) to process Data or support the provision of the Services. The Supplier shall: (i) maintain a current list of Sub-Processors that process Personal Information and make it available to the Client on written request; (ii) impose on each Sub-Processor that processes Personal Information data protection obligations no less protective in substance than those imposed on the Supplier under this Agreement; and (iii) remain responsible for the performance of its obligations under this Agreement notwithstanding any subcontracting, provided that the Supplier shall not be liable for failures of third-party infrastructure providers beyond its reasonable control as described in Clause 2.3e.
4.5. Storage and International Transfers: The Client acknowledges and agrees that the Supplier may process and store Data in Singapore and in any other jurisdiction where the Supplier or its third-party infrastructure providers operate. Where the Supplier transfers Personal Information outside Singapore, the Supplier shall ensure that the recipient is bound by legally enforceable obligations to provide the transferred Personal Information a standard of protection comparable to that under the Personal Data Protection Act. The Client remains responsible for obtaining all consents and authorisations required under applicable law from the relevant individuals for the processing and transfers contemplated by this Agreement. The Supplier shall comply with its obligations under the Personal Data Protection Act in relation to such transfers.
4.6. Client Responsibility for Data and Decisions: The Client shall remain solely responsible for the accuracy, completeness, legality or reliability of any Data provided by the Client. The Client acknowledges that outputs generated by the Services are informational in nature, and the Supplier shall not be liable for any business, employment, HR, financial or operational decisions made by the Client or its personnel based on such outputs.
4.7. Supplier's Obligations:
4.8. Security Arrangements: For the purposes of Clause 4.7c, the Supplier's reasonable security arrangements include the arrangements set out below. The Supplier may update these arrangements from time to time, provided that the overall level of protection of the Data is not materially reduced:
4.9. Data Breach Notification: The Supplier shall notify the Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Data Breach affecting Personal Information processed by the Supplier on behalf of the Client. The notification shall describe, to the extent then known, the nature of the Data Breach, the categories and approximate number of individuals and records affected, and the measures taken or proposed to address it. The Supplier shall take reasonable steps to contain and remediate the Data Breach and shall provide the Client with reasonable cooperation and information to enable the Client to meet its obligations under the Personal Data Protection Act. The Supplier shall also notify the Client when the Supplier becomes aware of any other breach of its obligations under this Clause 4.
4.10. Retention, Deletion and Return of Data:
5.1. Fees: The Client must pay to the Supplier the Fees.
5.2. Invoicing and payment:
5.3. Overdue amounts: The Supplier may charge interest on overdue amounts. Interest will be calculated at a pro-rated rate of 1% per month.
5.4. Disputed invoices: If the Client disputes any invoice, the Client must notify the Supplier in writing within fourteen (14) calendar days from receipt of the relevant invoice, specifying in reasonable detail the basis and amount of the dispute. Failure to notify within this period shall constitute acceptance of the invoice. Where a dispute is raised in good faith, the Client must pay any undisputed portion of the invoice by the due date set out in the Payment Terms, and interest under Clause 5.3 shall continue to accrue on any undisputed amounts that remain unpaid after the due date. The parties shall use good faith efforts to resolve any disputed invoice within thirty (30) days of the dispute notice. Any amount subsequently determined to be due shall be paid within fourteen (14) days of resolution, together with any accrued interest on undisputed amounts.
5.5. Prepaid Fees: Unless otherwise stated in the Statement of Work, all Fees paid in advance are non-refundable. No refund shall be payable unless the Agreement has been terminated solely due to the Supplier's material breach, and only where such breach has been either acknowledged in writing by the Supplier or determined by a court of competent jurisdiction. In such case, a pro-rated refund shall apply only to the confirmed unused period post-termination.
6.1. Ownership:
6.2. Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
7.1. Security: Each party must, unless it has the prior written consent of the other party:
7.2. Permitted disclosure: The obligation of confidentiality in Clause 7.1a does not apply to any disclosure or use of Confidential Information:
8.1. Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
8.2. No implied warranties: To the maximum extent permitted by law, the Supplier's warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded.
8.3. Limitation of remedies: Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier's option, to:
9.1. Maximum liability: The maximum aggregate liability of the Parties under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any calendar year exceed S$50,000.
9.2. Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:
9.3. Unlimited liability: Clause 9.2 does not apply to limit the Client's liability:
9.4. No liability for other's failure: Supplier will not be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement where such failure is caused by the Client failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
9.5. Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
10.1. Supplier Indemnity: The Supplier shall indemnify and hold the Client harmless from and against any third-party claims, actions, or proceedings alleging that the Client's use of the SaaS Service in accordance with this Agreement infringes the Intellectual Property Rights of a third party. This indemnity shall not apply to the extent the infringement arises from: (i) Data provided by the Client; (ii) modifications to the Software made by any party other than the Supplier; or (iii) the usage of the Service with any products or services not provided by the Supplier.
10.2. Client Indemnity: The Client shall indemnify and hold the Supplier harmless from and against any third-party claims, losses, or damages arising out of or related to: (i) the Client's Data, including any claim that such Data infringes third-party Intellectual Property Rights or privacy rights; (ii) any breach by the Client of its obligations under the Personal Data Protection Act (PDPA); or (iii) the Client's use of the Services in violation of the terms of this Agreement.
10.3. Indemnification Procedures: The indemnifying party's obligations under this Clause are contingent upon the indemnified party: (i) providing prompt written notice of the claim; (ii) granting the indemnifying party sole control over the defense and settlement of the claim; and (iii) providing all reasonable assistance at the indemnifying party's expense.
10.4. Interaction with Liability Caps: Notwithstanding anything to the contrary in Clause 9, the indemnification obligations set forth in this Clause 10 shall be subject to the aggregate liability cap specified in Clause 9.1.
11.1. Unless terminated under this Clause 11, the Agreement:
11.2. Termination rights:
11.3. Consequences of termination or expiry:
11.4. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement shall continue in force indefinitely even after termination of the agreement. Such clauses include Clauses 4.1a(vi) 4.8 to 4.10, 6, 7, 8, 9, 10, 11.3, 11.4, 12.3, 14 and 15.
11.5. Suspending access: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client's access to the SaaS Service where the Client (including any of its personnel):
11.6. Notice: The Supplier will notify at least one (1) calendar day in advance the Client in the event that it intends to restrict or suspend the Client's access under Clause 11.5.
12.1. Application: This Clause 12 applies only where the Statement of Work specifies that the Services include an AI Service. Where no AI Service is specified in the Statement of Work, this Clause 12 does not apply.
12.2. AI Provider: The Client acknowledges that AI Services are provided using artificial intelligence models operated by one or more AI Providers engaged by the Supplier as Sub-Processors, and that inputs submitted to an AI Service (including any Data contained in them) are transmitted to the AI Provider for processing, which may occur outside Singapore, in accordance with Clauses 4.4 and 4.5. The Supplier may substitute or add AI Providers from time to time, provided that each AI Provider is subject to obligations consistent with Clause 4.4 and this Clause 12. For the purposes of Clause 2.3e, the infrastructure and services of an AI Provider constitute third-party infrastructure.
12.3. No model training: The Supplier shall not use the Data or the Outputs to train, fine-tune or otherwise improve any machine learning or artificial intelligence model, and shall ensure that its agreement with each AI Provider prohibits the AI Provider from using inputs submitted through the AI Service, and outputs generated from them, to train the AI Provider's models.
12.4. Nature of Outputs: The Client acknowledges that AI Services generate Outputs using probabilistic models and that Outputs: (i) may contain errors, omissions or inaccuracies notwithstanding the exercise of reasonable care by the Supplier; (ii) do not constitute professional advice; and (iii) must be reviewed by a suitably qualified person before being relied on, including before being used in any decision affecting an individual. Clause 4.6 applies to all Outputs.
12.5. AI acceptable use: The Client and its personnel must not: (i) use an AI Service to make any decision producing legal or similarly significant effects concerning an individual without human review; (ii) submit to an AI Service any Data that the Client is not authorised to process or disclose under the Agreement and applicable law; or (iii) attempt to extract, reconstruct or discover the underlying models, weights or system prompts used to provide an AI Service.
12.6. Warranties and liability: Except as expressly set out in this Clause 12, Clauses 8 and 9 apply to the AI Services and the Outputs.
Without prejudice to the rights and responsibilities of both parties under Clause 7, the Client agrees that the Supplier may:
14.1. Good faith negotiations: Each party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations. If such dispute is still not resolved within fourteen (14) calendar days each party irrevocably and unconditionally agrees that all disputes arising in connection with this Agreement 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 SIAC for the time being in force. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The result of the arbitration shall be binding on the parties, and judgment on any arbitration award may be entered in any court having jurisdiction.
14.2. Right to seek relief: This Clause 14 does not affect either party's right to seek urgent interlocutory and/or injunctive relief.
15.1. Force Majeure: Neither party shall be liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
15.2. Rights of third parties: No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.
15.3. Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
15.4. Independent contractor: The Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
15.5. Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Statement of Work. If the notice is a notice of termination by the Client, a copy of such notice must be immediately delivered (by hand or courier) to the chief executive or equivalent officer of the Supplier at the Supplier's last known physical address.
15.6. Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
15.7. Variation: Any variation to the Agreement must be in writing only and signed by both parties. Any verbal agreement to vary, supplement, delete or rescind one or more terms of this Agreement shall not be given any effect.
15.8. Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.
15.9. Subcontracting and assignment: The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Supplier, that consent not to be unreasonably withheld. The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
15.10. Law: This Agreement is governed by the laws of the Republic of Singapore.
| Severity | Severity Index | Description | Report / Acknowledgment Timeline | Resolution Timeline |
|---|---|---|---|---|
| Crisis | 0 | Crisis incident with maximum impact. Such incidents affect a large number of users or customers, interrupt business, and affect service delivery. These incidents involve financial impact. | Within 6-12 hours | 1 working day, or as soon as reasonably practicable where the cause is attributable to third-party infrastructure |
| Critical | 1 | Critical incident with very high impact. Such incidents affect a large number of users or customers, interrupt business, and affect service delivery. No financial impact. | Within 12-24 working hours | 5 working days |
| Major | 2 | Major incident with significant impact. Incidents that affect a few staff and interrupt work to some degree. Customers may be slightly affected or inconvenienced. | Within 1 to 3 working days | 7 working days |
| Minor | 3 | Minor incident with low impact. Incidents that do not interrupt users or the business and can be worked around. Services to users and customers can be maintained. | Within 3 to 7 working days | 14 working days |
*Working hours: Monday - Friday, 10am - 7pm SGT; excluding Singapore public holidays.
Where the Supplier fails to meet a Resolution Timeline set out in the Service Level Agreement table above, the Client's sole and exclusive remedy shall be a service credit equal to 5% of the equivalent monthly Fee attributable to the affected Service Module (calculated as the annual Fee for that Service Module divided by 12) per breach day, up to a maximum of 15% of the equivalent monthly Fee for that Service Module in any calendar month (“Service Credits”). Service Credits shall be applied as a discount against the Client's next renewal or additional subscription invoice and have no cash value. Such application of Service Credits shall not be applied in the event of: (i) Force Majeure; (ii) third-party infrastructure failure excluded under Clause 2.3e; (iii) Scheduled Maintenance in accordance with Clause 2.3b; (iv) failure by the Client to report the incident in a timely manner; or (v) the Client's own acts or omissions. The service credit remedy set out in this section constitutes the Client's sole and exclusive remedy for any failure to meet a Resolution Timeline and shall not limit any separate right the Client may have in respect of a breach of the Uptime guarantee under Clause 2.3a.
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