Terms Of Use

Reeracoen Singapore Pte. Ltd.  (“Reeracoen Singapore“) owns and operates Brainsight, which is an Expert solution, which provides the services (“Services“) of individuals with the industry expertise (“Experts” or “You“) that match the requirements requested by the clients (“Clients“) who have entered into Expert solution agreements with Reeracoen Singapore on its website, as seen in this web link: https://brainsight-reeracoen.com (the “Website“).

All Experts must comply with the following terms and conditions herein (hereinafter referred to as the “Terms“) to be considered as a potential engagement by Reeracoen Singapore. We will additionally contact the Experts to determine whether they are suitable and available for the Clients’ projects

(individually, a “Project” and collectively, the “Projects“) via methods such as face-to-face meeting, teleconference, survey, etc. “Remuneration” is the financial compensation which Experts will receive from Reeracoen Singapore after the completion of the interview with the Client.     

  1. Purpose and Application of these Terms
    1. These Terms apply to the Experts’ participation in the Projects with regards to Reeracoen Singapore’s engagement of such experts for the Projects in connection with the Expert solution agreements that are entered between Reeracoen Singapore and the Clients.
    2. By accessing and using the Website, You agree to be bound by these Terms.
    3. In the event of any inconsistency, variation or discrepancy between the Terms and Expert solution Agreement, the provisions of the Terms shall prevail.
  2. Conditions of Membership in Reeracoen Singapore and Participation in Projects
    1. You may only be eligible to be considered as a potential engagement by Reeracoen Singapore for a Project as independent contractors if Your registration with Reeracoen Singapore (whether via self-registration on the Website or via registration by Reeracoen Singapore’s recruiters or scout experts) and Your participation in the Projects will not:
      1. present any conflict of interest between You and Reeracoen Singapore;
      2. cause You to breach any agreement with, any duty or any obligation of any kind owed to, or policy or code of conduct of, any other person or entity, including but not limited to Your employers, Your previous employers and any person or entity to which, or through which, You acted as a consultant for;
      3. breach any law, industry code, applicable standard or other regulation, declaration or direction issued by any regulatory authority;
      4. breach any reasonable directions given by Reeracoen Singapore from time to time except to the extent they are inconsistent with these Terms;
      5. omit to hold and maintain all licences, rights, titles, consents, and other approvals required or necessary to lawfully provide the Services in accordance with these Terms and/or relevant agreements;
      6. cause (whether actual, suspected or potential) any material damage to the reputation, goodwill, or standing of Reeracoen Singapore and/or any of its Services;
      7. result in an attempt to benefit from any Material, nonpublic information (MNPI) gained during consultations with clients. (e.g., use information gained from consultations to trade securities or make investment decisions)  Material, nonpublic information (MNPI) include, but are not limited to, corporate strategy, news, or any information that have not yet been made publicly available.;
      8. result in offering of any professional advice which should only be given by professionals with appropriate qualification, including without limitation, laws and administrative procedures.
      9. result in the disclosure of any confidential information or proprietary information (including trade secrets and know-how) not owned exclusively by you; and
      10. result in any communication or disclosure to any third party of any material and non-public information concerning any public company or security.
    2. YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOU ARE ELIGIBLE TO JOIN REERACOEN SINGAPORE AS A MEMBER AND TO PARTICIPATE IN THE PROJECTS. BEFORE APPLYING TO JOIN REERACOEN SINGAPORE AS A MEMBER, YOU MUST REVIEW ANY AND ALL LEGAL AGREEMENTS THAT COULD RESTRICT YOUR ABILITY TO PARTICIPATE, INCLUDING WITHOUT LIMITATION, EMPLOYMENT AGREEMENTS, CONSULTING AGREEMENTS, NON-DISCLOSURE AGREEMENTS, EMPLOYMENT HANDBOOKS, CODES OF ETHICS, AND SIMILAR EMPLOYMENT POLICIES. YOU SHOULD ALSO CONSIDER WHETHER YOU SHOULD OBTAIN CONSENTS, APPROVALS, OR WAIVERS THEREOF FROM YOUR EMPLOYER, CLIENTS, OR ANY OTHER THIRD PARTIES (WHERE APPLICABLE) TO ENSURE THAT YOU ARE PERMITTED TO ACT AS AN EXPERT. AN EXPERT’S PARTICIPATION IN ANY PROJECT WITH ANY CLIENT IS AT THE EXPERT’S SOLE DISCRETION. EXPERTS ARE NEVER OBLIGATED TO ACCEPT OR CONTINUE ANY PROJECT AND MAY DECLINE TO PARTICIPATE OR CONTINUE TO PARTICIPATE IN ANY PROJECT AT ANY TIME. AN EXPERT IS OBLIGED TO REPORT ANY MISCONDUCT BY CLIENTS TO Reeracoen Singapore IMMEDIATELY (E.G., CLIENT ASKS AN EXPERT FOR INFORMATION KNOWING THAT IT IS CONFIDENTIAL). THE EXPERT SHALL NOT CONTACT THE CLIENT DIRECTLY OR INDIRECTLY FOR A PERIOD OF TWENTY-FOUR (24) MONTHS ON AND FROM THE DATE OF EITHER THE FIRST INITIAL CONSULTATION OR EXPIRATION OF THIS AGREEMENT. IF ANY FOLLOW-UP COMMUNICATION WITH THE EXPERT IS REQUIRED, THE EXPERT SHALL IMMEDIATELY NOTIFY THE SERVICE PROVIDER OF REERACOEN SINGAPORE IMMEDIATELY.

  3. NO CONFLICT OF INTEREST
    1. You will not be permitted to participate in any Project in which You have an actual or perceived conflict of interest. The foregoing includes, among other things:
      1. the Project that is associated with any company, which You are a current independent contractor, director, trustee, officer, or board member (or for which You hold a similar position) unless You are the proprietor of such company;
      2. the Project for a Client that is a direct competitor of a company for which you are a current independent contractor, director, trustee, officer, or board member (or for which you hold a similar position);
      3. having any interest, dealings or shareholdings in any business which either is a competitor, customer, supplier or Reeracoen Singapore’s partner or is seeking to become one;
      4. a close family member (including children, in-laws, partner or spouse) having any interest, dealings or shareholdings in any business which either is a competitor, customer, supplier or Reeracoen Singapore’s partner, or is seeking to become one; and
      5. having a close or longstanding relationship or friendship with a business which either is a competitor, customer, supplier, or Reeracoen Singapore’s partner, or is seeking to become one.

  4. CONFIDENTIALITY
    1. Except as expressly provided otherwise in this Agreement, You shall keep confidential all Confidential Information (as defined below) received in connection with the Project(s), these Terms and the Purpose (as defined above), and shall:
      1. only use the Confidential Information (as defined below) for the purpose of carrying out Your duties in the ordinary course of engagement with Reeracoen Singapore (“Purpose“); and
      2. not disclose to any other person or entity any Confidential Information (as defined below), or that discussions are taking place between the parties concerning the Confidential Information (as defined below) or the Purpose.
    2. Subject to the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore, the obligations in Clause 4.1 do not apply to Confidential Information (as defined below) which:
      1. You create (whether alone or jointly with any person) independently of the Confidential Information (as defined below) (provided the Reeracoen Singapore has evidence in writing that the information falls within this exception);
      2. is public knowledge (otherwise than as a result of a breach of confidentiality by You or any person to whom You have disclosed the information); or
      3. is obtained without restriction as to further disclosure from a source other than Reeracoen Singapore through no breach of confidentiality by that source.
    3. You may make the Confidential Information (as defined below) available to only those having a “need to know” to carry out the purposes of or enable You to exercise its rights under these Terms, and shall procure that each of those to whom Confidential Information (as defined below) is disclosed strictly comply with these Terms as if they were parties to these Terms, and shall take all steps available to enforce such obligations of confidentiality.
    4. Without prejudice to the generality of the foregoing, You shall in respect of all Confidential Information (as defined below) adhere to the requirements of the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore and its accompanying legislation, rules, guidelines, codes, standards and guides.
    5. Upon Reeracoen Singapore’s request, all Confidential Information (as defined below) stored in any medium (including, without limitation, incorporated in computer software or held in electronic storage media), together with that part of any documents or materials containing Confidential Information (as defined below), as is in possession or control of You shall , at Reeracoen Singapore’s option, be returned to Reeracoen Singapore or be destroyed by You, other than (such copies as You may be required by law to retain). Within thirty (30) days’ of Reeracoen Singapore’s request, You shall certify in writing to Reeracoen Singapore that it has complied in full with its obligations under this Clause.  
    6. For the purpose of this Clause, “Confidential Information” shall mean information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) which is not in the public domain relating to our business, products, affairs and finances for the time being confidential to us and trade secrets including, without limitation, technical data and know-how relating to our business or any of our business contacts, including in particular (by way of illustration only and without limitation).

  5. RECEIVING REMUNERATION
    1. You agree to entrust receiving of Remuneration to Reeracoen Singapore.
    2. The Remuneration to be paid are based on the agreed rate and the duration (in minutes) of the interview.
    3. You shall inform Reeracoen Singapore promptly after completion of the interview with the Client to receive the Remuneration. The Remuneration shall be delivered to You within 4 to 6 weeks after the interview. (Remittance fee will be levied on You)

  6. INTELLECTUAL PROPERTY
    1. All site content, trademarks, service marks and logos contained in these Terms and Website are completely owned by, or licensed to, Reeracoen Singapore, subject to all applicable intellectual property laws and regulations. No part of the Website may be copied, reproduced, re-adapted, modified, republished, uploaded, re-posted, modified, transmitted, or distributed or otherwise used in any way for any non-personal, public or commercial purpose without Reeracoen Singapore’s prior written consent.

  7. INDEMNIFICATION
    1. As a condition of your participation in or use of the Services, You agree to indemnify, defend and hold Reeracoen Singapore, our officers, consultants, directors, employees, agents and representatives harmless from and against all direct and indirect claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise directly or indirectly out of or from:
      1. your violation of these Terms;
      2. your use of the Website or your participation in, provision of, or use of the Services; or
      3. your violation of the rights of any third party
    2. To the maximum extent permitted by the applicable law, Reeracoen Singapore shall not be liable for any direct and indirect damages, suffered or incurred by You which may arise (whether in contract, tort, including negligence under statute or otherwise) by reason of or in connection with these Terms.

  8. SEVERABILITY
    1. The whole or any part of any Clause of these Terms that is illegal or unenforceable will be severed and that severance will not affect the continued operation of the remaining provisions.

  9. GOVERNING LAW
    1. These Terms shall be interpreted, governed, and construed, by the laws of Singapore.

  10. DISPUTE RESOLUTION
    1. Any dispute arising out of or in connection with these Terms, 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 Singapore. The Tribunal shall consist of one (1) arbitrator.

      The language of the arbitration shall be English.

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