Terms of Use

In this Agreement, these terms have the following meaning, unless the context otherwise requires, and may be used in the singular or plural as appropriate:

"Business day" means any day except Saturday and Sunday, bank holidays in the Singapore, as well as KOANSTAFF non-business days announced to the Subcontractor.

"Customer" means a legal entity that engages KOANSTAFF in order to perform Works and/or render Services within the framework of Tasks and Projects.

"Deliverables" means the result of performed Works or rendered Services which may contain, inter alia, Intellectual Property, or which by itself may be Intellectual Property.

"Intellectual Property" means any intellectual property written, discovered or arising from this Agreement or Deliverables, whether or not created by Subcontractor, including without limitation software, know-how, data, protocols, program codes, any and all source and object code, audiovisual effects created by program code, computer programs, electronic instructions, programming aids, translations, compilers, databases, functional specifications and documentation used to maintain, describe and use the software code and other related programs.

"Personal Account" means an account opened by the Subcontractor during the registration using KOANSTAFF Service.

"Project" means the combination of particular interconnected Tasks for performance/rendering of interconnected Works/Services.

"Reporting Period" means 1 (one) calendar month.

"Related Documents" have meaning set out in Clause 12.1. of the Agreement.

"Remuneration" means the remuneration of the Subcontractor for performance of Works and/or rendering of Services under this Agreement.

"KOANSTAFF” means KOANN PTE. LTD., duly registered and operating under the laws of the Singapore, having its company No. 201917104G, and its address at: 176 Joo Chiat Road #02-02 Singapore (427447).

"KOANSTAFF System" or "System" shall refer to the software/hardware complex, including the Credentials, that enables the Subcontractor to access KOANN Services.

"KOANSTAFF Service" shall mean any services, products, content features, technologies or functions offered by KOANSTAFF and KOANSTAFF System, available on the Internet via URL https://koanstaff.com/.

"Subcontractor" means the person accepting terms of this Agreement as an individual or the legal entity.

"Task" mean, collectively, tasks for performance of particular Works and/or rendering of particular Services within the scope of the relevant Projects, which are communicated to the Subcontractor by means of the Personal Account in the KOANSTAFF Service.

"Works and Services" collectively mean those types of works and services performed and rendered by the Subcontractor within the scope of Tasks/Projects using the KOANSTAFF Service. 

"Website" means https://koanstaff.com/.  

• Headings herein are for reference only and shall not affect the construction and interpretation of the Agreement.
   
• References to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time.

1.1. In their entirety, if the Subcontractor uses or has access to KOANSTAFF Service, by clicking to "Accept", "Agree", or similar, where this option is made available to the Subcontractor on the Website, the Subcontractor agrees to all the terms and conditions of this Agreement. 

1.1.1.  The Subcontractor undertakes to perform Works and render Services from time to time for KOANSTAFF within the scope of Projects and Tasks and KOANSTAFF agrees to accept the Deliverables of the performed Works and rendered Services and pay to the Subcontractor the Remuneration in accordance with the terms of this Agreement.

1.2. The Subcontractor irrevocably agrees that performance of Works and/or rendering of Services is a material obligation of the Subcontractor under this Agreement.

1.3. Prior to commencing performance of Works and/or rendering of Services under the relevant Task, the Subcontractor must consent with the terms of relevant Task in the Personal Account. All available Tasks are displayed via the Subcontractor’s Personal Account.

1.4. The Parties agree that at the moment of acceptance terms and conditions of the relevant Task, the Subcontractor providers irrevocable consent with all material terms of performance of Works and/or rendering of Services set forth by the relevant Task including, but not limited to: (i) deadline for performing Works and/or rendering Services, (ii) description of the Deliverables, (iii) other terms that may be set forth by the relevant Task. The Subcontractor may not unilaterally amend any terms and conditions of the Task.

1.5. The Subcontractor must select Tasks that are available for selection via the Personal Account and that fully match the skills and experience of the Subcontractor necessary to complete the Task.

1.6. The Subcontractor shall not engage any third-parties in order to perform Works and/or render Services, except for cases when otherwise is expressly agreed by KOANSTAFF.

2.1. Upon completion of performance of Works within the scope of the relevant Task, the Subcontractor shall transfer to KOANSTAFF Deliverables. Transfer of Deliverables shall be performed by the Subcontractor by means of uploading Deliverables via the Subcontractor’s Personal Account. The Parties agree that Deliverables of performed Works and Services may, in certain instances, be transferred by means of electronic communications (such as e-mail or secure FTP server) without using the Personal Account or other functionality of the KOANSTAFF Service.

2.2. The Subcontractor is not entitled to any payment of Remuneration from KOANSTAFF until KOANSTAFF approves the Works and Services, within 15 (fifteen) business days when relevant Deliverables were transferred to KOANSTAFF in accordance with clause 2.1. hereto, including any furnished Deliverables, as satisfying all of the requirements of this Agreement and relevant Task. Payments to the Subcontractor by KOANSTAFF shall not excuse the Subcontractor from its obligation to replace unsatisfactory Deliverables or Services even if the unsatisfactory character of such Deliverables or Services may not have been apparent or detected at the time such payment was made. Deliverables and Services that do not conform to the requirements of this Agreement and the relevant Task may be rejected by KOANSTAFF and in such case must be replaced by the Subcontractor without delay at no cost to KOANSTAFF or KOANSTAFF reserve the right not to pay Subcontractor’s Remuneration, at the discretion of KOANSTAFF.

2.3. Acceptance of rendered Services and Deliverables of performed Works by either KOANSTAFF or Customers constitutes basis for payment remuneration to the Subcontractor.

3.1. Ownership of Deliverables by KOANSTAFF. Except as set forth below, all elements of all Deliverables shall be exclusively owned by KOANSTAFF and shall be considered works made by the Subcontractor for KOANSTAFF. Except as set forth below, KOANSTAFF shall exclusively own all and any and international copyrights and all other intellectual property rights in the Deliverables. 

3.2. Vesting of Rights. The Subcontractor agrees to assign, and upon creation of each element of each   Deliverable automatically assigns, to KOANSTAFF, its successors and assigns, ownership of all and any and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part as a contingency against the possibility that any such element, by operation of law, may not be considered a work made by the Subcontractor for KOANSTAFF. From time to time upon KOANSTAFF’s request, the Subcontractor shall confirm such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as KOANSTAFF may request. KOANSTAFF, its successors and assigns, shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portion(s) thereof.

3.3. Preexisting Works. In the event that any portion of any Deliverable (including the entirety thereof) constitutes a preexisting work for which Subcontractor cannot grant to KOANSTAFF the rights set forth in paragraphs above, Subcontractor shall specify below: (1) the nature of such preexisting work;(2) its owner; (3) any restrictions or royalty terms applicable to Subcontractor’s or KOANSTAFF’s use of such preexisting work or KOANSTAFF’s exploitation of the Deliverable as a Derivative Work thereof; and (4) the source of Subcontractor’s authority to employ the preexisting work in the preparation of the Deliverable. The works set forth above will be referred to as “Preexisting Works”. The only preexisting works that may be used in the construction of any Deliverable are the Preexisting Works specified above and any Preexisting Works shall be approved in writing by KOANSTAFF prior to their use.

3.4. Indemnification/No Infringement. In performing services under this Agreement, Subcontractor agrees not to design, develop, or provide to KOANSTAFF any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If the Subcontractor becomes aware of any such possible infringement in the course of performing any work hereunder, the Subcontractor shall immediately so notify KOANSTAFF in writing.  Subcontractor agrees to indemnify, defend, and hold Customers, KOANSTAFF, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables. This indemnification shall include attorneys’ fees and expenses and other reasonable costs and damages.
 

4.1. the Subcontractor represents and warrants that:

4.1.1. the obligations of the Subcontractor under this Agreement will be performed to the standard of care, skill, quality and best industry practices;

4.1.2.  The Subcontractor shall comply with material terms of the relevant Task and shall provide, at KOANSTAFF’s request, sufficient evidence to demonstrate compliance;

4.1.3.  The Subcontractor shall take all reasonable steps to satisfy itself that the sub-Subcontractor (or its employees) are suitable in all respects to perform the services required by the Subcontractor;

4.1.4. the Subcontractor shall promptly to re-perform or replace the relevant part of the Services and/or Deliverables without additional charges to KOANSTAFF;

4.1.5. (i) it is and will be the sole author of all works performed by the Subcontractor in preparing any and all Deliverables other than Preexisting Works; (ii) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement; (iii) all Deliverables other than Preexisting Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and (iv) all Deliverables, including all Preexisting Works, do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against  the Subcontractor.

4.1.6. the Subcontractor will comply with all applicable legal and regulatory requirements applying to the exercise of the Subcontractor's rights and the fulfillment of the Subcontractor’s obligations under this Agreement.

4.1.7. (a) The Subcontractor has the full right and authority to enter into this Agreement and perform its obligations hereunder; (b) The Subcontractor has the right and unrestricted ability to render Services hereunder.

4.2. The Subcontractor irrevocably agrees that Remuneration constitutes any remuneration required under applicable law for the creation, use and assignment of all rights (including the exclusive right) in and to Intellectual Property in full to KOANSTAFF, and that KOANSTAFF is not obliged to pay to the Subcontractor any additional amounts of remuneration for Intellectual Property assignment, now or in the future. 

4.3. The Subcontractor shall be liable for and shall indemnify KOANSTAFF in full against any expense, liability, claim or proceedings arising under statute or at common law arising out of any breach by the Subcontractor or its employees, agents or sub-Subcontractors of its obligations under this Agreement or its negligence or otherwise resulting from any action or inaction on the part of the Subcontractor or its employees, agents or sub-Subcontractors.

4.4. The Confidential Information is and shall always remain the exclusive property of KOANSTAFF, and the Subcontractor hereby acknowledges the right, title and interest of KOANSTAFF in and to the Confidential Information. The Subcontractor will not at any time infringe, contest, dispute or question such right, title or interest nor aid others in doing so, directly or indirectly.

4.5. Subcontractor’s obligations set forth under clause 4.4. hereto, shall not apply with respect to any portion of the Confidential Information that the Subcontractor can document by competent proof that such portion:  (a) the Subcontractor can demonstrate was known to the Subcontractor or in its possession at the time of disclosure without any confidentiality obligation; (b) is or becomes available to the public other than as a result of improper action by the Subcontractor or its employees or its advisors or sub-Subcontractors; (c) is independently developed by the Subcontractor without reliance on or use of the Confidential Information or any part thereof and the Subcontractor can show written proof of such independent development; (d) required to be disclosed by applicable law, stock exchange, regulatory authority or a valid court order, provided that the Subcontractor shall provide KOANSTAFF with reasonable prior written notice of the required disclosure in order for KOANSTAFF to obtain a protective order and the disclosure shall be limited to the extent expressly required; (e) is approved for release by prior written authorization of KOANSTAFF; or (f) the Subcontractor can demonstrate was disclosed by KOANSTAFF to a third party without any obligations of confidentiality.

4.6. The Subcontractor hereby undertakes to maintain all the Confidential Information in strict and absolute confidence and to refrain from any disclosure and/or publication and/or description and/or communication of the Confidential Information, in whole or in part, to any third party whatsoever. Furthermore, the Subcontractor shall at all times take the necessary precautions to keep the Confidential Information confidential, and such precautions shall in no event be less than those the Subcontractor utilizes to protect its own confidential information.

4.7. Upon KOANSTAFF’s first written request and in any event, immediately following the termination of the Agreement, as applicable, the Subcontractor shall: (a) promptly return to KOANSTAFF all Confidential Information of any type whatsoever that has been or shall be given to the Subcontractor, as well as all copies thereof; and (b) take all necessary steps to ensure the prompt return by the Subcontractor’s present or former representatives to KOANSTAFF of all Confidential Information of any type provided to or in the possession or control of such persons; and (c) immediately cease all further use of the Confidential Information; and (d) destroy all memoranda, analysis, summaries and any other written material of any kind prepared by the Subcontractor based upon or relating to the Confidential Information, and provide KOANSTAFF with a written certification confirming that such destruction has occurred in accordance with this Clause.

4.8. All Confidential Information not returned, destroyed or erased in accordance with the above Clause will continue to be held subject to the terms of this Agreement and the Subcontractor’s undertakings hereunder will continue indefinitely.

4.9. Data Protection.  The Subcontractor shall:
(i) Process the Personal Data only in accordance with instructions from KOANSTAFF (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by KOANSTAFF to the Subcontractor during the Term);
(ii) Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by applicable law or any regulatory body;
(iii) Implement appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
 

5.1.  The Subcontractor shall not use KOANSTAFF Services in any way prohibited under applicable law and/or that may damage the reputation of KOANSTAFF.

6.1. KOANSTAFF shall:

6.1.1. provide the Subcontractor with the ability to register the Personal Account;
6.1.2. notify the Subcontractor by means of the Personal Account of available Tasks;
6.1.3. no later than 15 (Fifteen) business days as of the end of the relevant Reporting Period send to the Subcontractor the Subcontractor’s Report;
6.1.4. accept the Deliverables of Works and Services performed by the Subcontractor;
6.1.5. pay to the Subcontractor the Remuneration for performed Works and rendered Services.

6.2. KOANSTAFF have the right:

6.2.1. to demand from the Subcontractor timely, adequate, satisfactory and high-quality performance of Works and rendering of Services within the scope of Tasks;
6.2.2. to unilaterally suspend the Subcontractor Personal Account or terminate this Agreement immediately without prior notice to the Subcontractor, if the Subcontractor violates applicable law or terms of this Agreement or the relevant Task.

6.3. The Subcontractor must:

6.3.1. perform Works and render Services with due skill and care;
6.3.2. transfer to KOANSTAFF the Deliverables under the procedure set forth in this Agreement;
6.3.3. comply with the requirements set forth in this Agreement with respect to use of the KOANSTAFF Service;
6.3.4. comply with the requirements set forth by the Related Documents.

7.1. The amount of the Subcontractor’s Remuneration for performance of Works and/or rendering of Services for the relevant Task shall be indicated to the Subcontractor by means of the Personal Account. The Subcontractor shall agree with Remuneration prior to commencing performance of Works and/or rendering of Services.

7.2. The Subcontractor may choose between several options for receiving Remuneration. All options for receiving Remuneration are available to the Subcontractor in the Personal Account.

7.3. The Subcontractor has the right to receive the Remuneration for performed Works and/or rendered Services under the relevant Task to the means of payment owned by the Subcontractor. At that, the Subcontractor shall be solely and fully responsible for completeness and accuracy of details of the means of payment stated by the Subcontractor. 

7.4. The Parties hereby expressly agree that payment of the Remuneration to the Subcontractor will be performed in accordance with the terms set in the relevant Task.

7.5. The Subcontractor warrants and represents to KOANSTAFF that it is an independent Subcontractor and, as such, bears sole responsibility for the payment of tax and national insurance contributions which may be found due from it in relation to any payments or arrangements made under this Agreement or in relation to any payments made by the Subcontractor to its employees, if any, in connection with this Agreement.

7.6. Subcontractor shall not be entitled to be paid additional compensation by KOANSTAFF because of additional expenses incurred by Subcontractor due to delays to the work caused by Subcontractor or any other third parties. The Subcontractor shall be liable for any fees imposed by the Subcontractor payment provider.

8.1. the Subcontractor shall provide dully signed Reports to KOANNSTAFF, within 5 (five) business days from the moment of receipt in accordance with the term of this Agreement.

9.1. KOANSTAFF shall not be liable for non-fulfillment or is considered non-fulfillment of obligations under this Agreement for any delay or non-fulfillment of obligations caused by reasons beyond its reasonable control, including, but not limited to, non-fulfillment of obligations by the other party, actions of state or government authorities, terrorist acts, natural disaster, fire, storm, flood, earthquake, riot, uprising, civil unrest, sabotage, embargo, blockade, pandemic, epidemic, military action, DDoS, hacker attacks or power outage. 

10.1. This Agreement is effective from the date the Subcontractor may register its Personal Account or start using KOANSTAFF Service and will continue in effect unless terminated in accordance with the term of this Agreement. 

10.2. Either party may terminate this Agreement by notice in writing if the other party serves a notice on the other party that the other is in material breach of its obligations under this Agreement and where such breach is capable of remedy requiring the breach to be remedied within 30 days of the notice. If the breach has not been remedied within 30 days, at the sole discretion of KOANSTAFF, the party not in breach may terminate this Agreement with immediate effect by notice in writing.

10.3. Upon termination of this Agreement KOANSTAFF shall pay the Subcontractor all unpaid amounts of Subcontractor’s Remuneration for the performed Works and/or rendered Services within 30 (thirty) business days from the termination date of this Agreement.

11.1. This Agreement is governed by and construed in accordance with the laws of England and Wales.

11.2. The parties shall use all reasonable endeavors to negotiate in good faith and settle amicably any dispute that arises during the continuance of this Agreement.

11.3. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

12.1. Before accepting the terms of this Agreement and registration of the Personal Account in the KOANSTAFF Service the Subcontractor shall acknowledge and consent with other documents which regulate other matters pertaining to use of the KOANSTAFF Service and shall be an integral part of this Agreement (collectively, the "Related Documents"):

12.1.1. KOANSTAFF Privacy Policy, available at: https://koanstaff.com/privacy-policy/ 

13.1. Except as expressly provided in the Agreement, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.
Notwithstanding anything to the contrary contained herein, KOANSTAFF shall not be liable for any indirect, consequential or punitive damages under this Agreement.

13.2. KOANSTAFF reserves the right to unilaterally change the terms of this Agreement at any time. The Subcontractor will be notified of such changes via the Subcontractor’s Personal Account in the KOANSTAFF Service at least 5 (five) days in advance. If the Subcontractor continues to perform Works and/or render Services after such changes come into effect, it shall be deemed that the Subcontractor has accepted the terms of the most recent version of this Agreement. If the Subcontractor does not agree with new changes the Subcontractor may terminate this Agreement by notifying KOANSTAFF and request to terminate the Agreement.

13.3.  The Subcontractor may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with this Agreement or any or all of their rights or obligations under this Agreement nor any part of it (including Personal Account and its credentials), without the prior written consent of KOANSTAFF. KOANSTAFF reserves the right to assign, transfer or novate this Agreement at any time without the consent or approval of the Subcontractor. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

13.4. The Parties agree that Tasks containing KOANSTAFF’s instructions to the Subcontractor and Subcontractor’s acknowledgement thereof by acceptance of material terms of Tasks by means of the Personal Account in the KOANSTAFF Service shall constitute dully sent messages and the Subcontractor consent and having legally binding effect.

13.5. Should any provision of this Agreement be deemed void, illegal or otherwise unenforceable, such provision shall, to the extent possible, be deemed severed from this Agreement, and the rest of the provisions shall apply as if the severed provision was explicitly excluded from this Agreement.

13.6. This Agreement constitutes the entire and only legally binding agreement between the parties relating to the engagement and supersedes any previous understandings, arrangements, representations, negotiations or agreements between the parties provided that nothing in this Clause will have effect to exclude the liability of either party for fraud or fraudulent misrepresentation.

13.7. This Agreement is made in English languages. In case of any discrepancy between the English and other versions (available on the Website) of this Agreement, the English version shall prevail.

14.1. Subcontractor may contact KOANSTAFF via email or post:

KOANSTAFF address: 176 Joo Chiat Road #02-02 Singapore (427447)
KOANSTAFF e-mail: info@koann.pro