General Terms & Conditions – Training Services for Corporate

In registering, purchasing or utilising any Service provided by Cutech Quality Solutions Pte Ltd (“CUTECH”), the Client agrees to be bound by these General Terms and Conditions – Training Services for Corporate (“General Terms”). Additional terms and conditions may be prescribed by CUTECH from time to time in respect of certain specific Service (“Specific Terms”), and shall be read together with these General Terms and shall be considered an integral part of these General Terms.

1. Definitions and Interpretation

In these General Terms,

1. “Client” means the entity who registered or purchase any Service from CUTECH;
2. “Course” means the training courses or programmes offered or provided by CUTECH from time to time;
3. “EUT” means any end user terms, including any end user licence agreement;
4. “Fees” means the fees and charges payable to CUTECH in connection with the provision of any Service;
5. “IBF” means The Institute of Banking & Finance;
6. "Intellectual Property Rights" means, on a world-wide basis, any and all now known or hereafter known tangible and intangible patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), any other rights associated with works of authorship, designs, algorithms and industrial property rights, and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
7. “CUTECH” means Cutech Quality Solutions Pte Ltd;
8. “CUTECH Intellectual Property” means all Intellectual Property Rights subsisting in any Service (including without limitation any learner’s guide, course syllabus, courseware, course curriculum, course assessment, content, documents, materials, information and other deliverables in connection therewith) and/or which are owned by or licensed to CUTECH;
9. “Sales Quotation” means a sales quotation and/or a registration form issued by CUTECH and accepted by the Client;
10. “Service” means any training courses, training programmes or other service or product offered or provided by CUTECH from time to time;
11. “Trainees” means the Client’s employees, or any other individuals, who are registered by the Client to attend a Course as a participant or trainee;
12. “Training Commitment” means the training commitment specified in the Sales Quotation;
13. “SSG” means SkillsFuture Singapore; and
14. “WSQ” means Singapore Workforce Skills Qualifications.

1. Application of General Terms

These General Terms shall apply to each Service and are in addition to any Specific Terms applicable to such Service provided that (a) in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of these General Terms, the provision of the Specific Terms shall prevail and (b) all rights conferred on CUTECH under these General Terms with respect to any matter or event shall be additional to the rights conferred on CUTECH under the Specific Terms or any other agreement with the Client with respect to that matter or event.

1. Fees and Payment

1. The Client shall pay CUTECH the Fees as set out in each invoice in accordance with this Clause.
2. For classes with a specified minimum class size, CUTECH shall be entitled to bill the Client the amount of Fees chargeable for the minimum number of Trainees notwithstanding that the actual attendance rate is lower than the minimum class size.
3. All fees and charges quoted to the Client shall be exclusive of GST or any other form of value-added tax, which the Client shall additionally be liable to pay CUTECH at the prevailing rate, where applicable.
4. The Client shall pay (without any deduction or off-setting whatsoever) each correct and properly due invoice submitted to it by CUTECH in accordance with the credit term stated in the invoice.
5. For Funded Courses,
   1. all payments should be made directly by the Client and CUTECH reserves the right to reject any payment made by any third party; and
   2. the Client will not be eligible for funding grants if it fails to make full payment within 60 days from the Course commencement date. In such case, the Client shall be liable to pay for the full course fee (without subsidy).
6. Each Party shall be responsible for all corporate and personal income taxes, customs fees, duties, fines, levies, assessments and other taxes payable by it under the applicable laws. Save as otherwise set out in these General Terms, all payments to be made by the Client shall be made in full without any set-off or counterclaim and free from any deduction or withholding, save as may be required by any applicable law. If a deduction or withholding is required to be made from any payment by the Client to CUTECH, then the Client shall pay such additional amount as will ensure that the net amount CUTECH receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.
7. Any amount due from Client to CUTECH and remaining unpaid after the due date for payment shall bear interest at eight percent (8%) per annum, calculated on daily basis from the date when the amount had become due and payable to the date of actual payment thereof.

1. Cancellation Policy of Corporate Classes

1. The Client will provide CUTECH with its preferred date and time for a corporate class at least two (2) weeks before the class commencement date.
2. Upon the confirmation of the scheduled corporate class, the following cancellation charges will apply (“Cancellation Fees”):

1. Training Commitment

1. This Clause shall apply if the Client commits to a Training Commitment under a Sales Quotation.
2. The Client shall ensure that the Training Commitment is fulfilled in accordance with the Sales Quotation.
3. In the event of an earlier termination of the Sales Quotation by CUTECH under Clause 6(a) or by Client under Clause 6(b), the Client shall ensure that CUTECH receives an amount equivalent to the Training Commitment on a pro-rated basis. In the event of an earlier termination of the Sales Quotation by Client under Clause 6(a) or by CUTECH under Clause 6(b), the Client shall ensure that CUTECH receives an amount equivalent to the total Training Commitment notwithstanding the earlier termination of the Sales Quotation.
4. In the event that the Client fails to meet the Training Commitment, or in the event of any earlier termination where Client has the obligation to pay up any balance Training Commitment pursuant to Clause 5(c), CUTECH shall invoice the Client for an amount equivalent to the difference between the Training Commitment (or any pro-rata portion pursuant to Clause 5(c)) and the total Fees paid by the Client within the relevant period, and the Client shall pay CUTECH’s invoice in accordance with Clause 3.

1. Termination

1. Either Party may terminate all or any part of a Sales Quotation without cause on three (3) months’ prior written notice to the other Party without further penalty, obligation or liability.
2. Either Party may terminate with immediate effect all or any part of Sales Quotation on or at any time after the happening of any of the following events:
   1. if the other Party commits a material breach of any of the terms and conditions set out in these General Terms provided that where such breach is capable of remedy, the other Party has been notified in writing of such breach and has not cured it within thirty (30) days of receipt of such notice;
   2. on either Party ceasing to carry on a material part of its business at any time or disposing all or a substantial part of its assets;
   3. the other Party is unable to pay its debts as they fall due or admits inability to pay its debts or if the value of the other Party’s assets falls below the amount of its liabilities, taking into account contingent and prospective liabilities;
   4. the filing of a petition or other appropriate filing by a creditor or by the other Party itself requesting the opening of bankruptcy or winding up proceedings against the other Party or the making of a bankruptcy order or an administration order in relation to the other Party;
   5. the passing by the other Party of a resolution for its winding-up (except in connection with a bona fide solvent business re-organisation) or the making by a court of competent jurisdiction of any order for the winding-up of the other Party or the dissolution of the other Party;
   6. the appointment of an administration, receiver or an administrative receiver over any of the other Party’s assets (or a person becoming entitled to do so); or
   7. the other Party makes or commences negotiations in respect of an arrangement or composition with its creditors generally or making an application to the court of competent jurisdiction for protection from its creditors generally (or any class of them), except in connection with a bona fide solvent business re-organisation.
3. Following termination of a Sales Quotation for any reason,
   1. the Client shall pay to CUTECH those Fees in relation to any Services delivered by CUTECH prior to the date of termination of the Sales Quotation; and
   2. subject to sub-paragraph (iii) below, CUTECH shall, subject to any Cancellation Fees applicable, give a refund for any Services paid by Client but not provided by CUTECH prior to the date of termination of the Sales Quotation.
4. Termination of a Sales Quotation will not affect or prejudice any rights or obligations which have accrued or arisen under the Sales Quotation prior to the time of termination and such rights and obligations, including, without limitation, any indemnities, will survive the termination of the Sales Quotation.

1. Intellectual Property

1. The Client shall not acquire any right or interest in any and all CUTECH Intellectual Property and all such CUTECH Intellectual Property shall remain at all times with CUTECH or its licensor(s), as the case may be.
2. The Client shall not, and shall procure its Trainees not to, (i) use, copy, modify, reproduce or distribute any CUTECH Intellectual Property or permit any person to use, copy, modify, reproduce or distribute any CUTECH Intellectual Property, or (ii) recompile, reverse engineer or disseminate, or permit any person to recompile, reverse engineer or disseminate, any CUTECH Intellectual Property, except to such extent as is necessary for the Client to gain the benefit of the Services.
3. The Client acknowledges and agrees that CUTECH does not warrant the nature or content of any materials which the Client may gain access to, obtain or use as a result of or by means of or in the course of utilising any Service. In particular, CUTECH does not warrant that such materials will not infringe any person’s rights (including intellectual property rights) or contain any viruses, worms, Trojan horses or other malicious code.
4. Any end user licensed software from a third party licensor used or accessed by the Client for the use of a Service by the Client shall be governed by the terms of the respective EUT which shall constitute the Customer’s sole and exclusive remedy in respect of such end user licensed software.
5. The Client hereby grants to CUTECH a non-exclusive, non-transferable and non-sublicensable license to use the Client’s name and logo within any publicity and/or marketing materials for general promotional purposes.

1. Warranty Disclaimer

THE SERVICES AND ANY OTHER PRODUCTS AND DELIVERABLES PROVIDED BY CUTECH ARE PROVIDED “AS IS,” AND “AS AVAILABLE”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. CUTECH HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, INTEGRATION, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUTECH DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

1. Indemnity

Notwithstanding and without prejudice to anything else in these General Terms, the Client shall indemnify and hold CUTECH and its directors, officers, agents, representatives, employees and contractors harmless from and against any and all damages, losses, liabilities, claims, disputes, judgments, settlements, costs and expenses of any nature whatsoever (including fees and disbursements of attorneys, accountants and other professional advisors) resulting from or arising out of (a) any breach of these General Terms or the Specific Terms; (b) any breach of any provision or license restrictions under any EUT; or (c) any negligence, wilful act, omission or misconduct or fraud on the part of the Client or its Trainees.

1. Limitation of Liability

1. Nothing in this Clause shall apply to exclude or limit CUTECH’s liability for fraud or for death or personal injury resulting from its negligence, or for any liability not listed above for which it is not lawful to exclude or limit.
2. Subject to paragraph (a) above but otherwise notwithstanding anything to the contrary contained elsewhere in these General Terms, the liability of CUTECH in respect of loss or damage arising out of or in connection with the Sales Quotation whether arising in contract, tort (including negligence), statute, indemnity or howsoever, shall not, in aggregate, exceed an amount equivalent to the total Fees paid by Client for the relevant Service (to which the loss or damage relates) in the twelve (12) months preceding the damaging event.
3. Subject to paragraph (a) above but otherwise notwithstanding anything to the contrary contained elsewhere in these General Terms, CUTECH and its licensors shall not be liable in any way to the Client, whether at law, in equity or otherwise, and whether such liability is based on breach of contract, indemnity or warranty (express, implied or otherwise), or in tort (including negligence and breach of statutory duty) or otherwise, for (i) any punitive, special, indirect, incidental or consequential damages or (ii) any loss of profits or revenue, loss of business or loss of use or productivity or any loss of a purely economic nature (whether direct or indirect), even if the defaulting Party has been advised of or has foreseen the possibility of such damages.

1. Personal Data

1. The Client hereby affirmatively agrees, consents to and authorises the collection, use and disclosure, by and on behalf of CUTECH, of all personal information in the manner and for the purposes set out in CUTECH’s Personal Data and Privacy Statement (which could be found athttps://training.cutechgroup.com/personal_data_Privacy_statement) and the terms of which are deemed to be incorporated by reference in this Clause), including for the purposes of course registration, account servicing of course-related activities, course administration and course delivery, certification or accreditation, course survey and/or application of course-related funding (if applicable) from respective funding-related agencies. The provisions of this Clause shall constitute consent of the Client for the purpose of all applicable laws and regulations.
2. Where the Client or its representative is responsible for the provision of or actually provides any personal information relating to one or more natural persons to CUTECH, the Client represents, warrants and undertakes to CUTECH that each such natural person has consented to the collection, use and disclosure of their personal information by and on behalf of CUTECH in the manner and for the purposes set out and/or contemplated in the Sales Quotation and these General Terms (including without limitation CUTECH’s Personal Data and Privacy Statement). The Client further, on behalf of each such natural person affirmatively agrees, consents to and authorises the collection, use and disclosure by and on behalf of CUTECH of all such personal information, in such manner and for such purposes as aforesaid.
3. CUTECH shall not, without prior written consent of the Client, disclose any personal information to any third parties outside of CUTECH and its affiliates and related bodies, other than (i) regulating authorities, funding-related agencies and/or data intermediaries authorised by CUTECH and programme partners (including but not limited to, trainers, developers and respective exam agencies of the programmes)) and (ii) in the manner and for the purposes set out in CUTECH’s Personal Data and Privacy Statement.

1. Confidentiality

1. “Confidential Information” shall mean all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) for the purposes of the Sales Quotation, whether written, oral, pictorial or in any other form tangible or intangible which may be identified by the Disclosing Party as proprietary, confidential or secret, and includes without limitation, all information which is clearly marked as confidential and all information which, given the nature of the information and the circumstances of disclosure, the Receiving Party knows or should reasonably know is proprietary, confidential or secret.
2. All Confidential Information disclosed under the Sales Quotation shall be:
   1. kept in strict confidence and in a secure manner by the Receiving Party. In doing so, the Receiving Party shall use the same degree of care to prevent and avoid unauthorised disclosure thereof, as it uses to prevent and avoid such unauthorised disclosure of its own Confidential Information of similar nature, provided always that the standard of care exercised shall not be less than a reasonable standard; and
   2. used by the Receiving Party solely for the performance of the Sales Quotation and shall only be disclosed to its employees, officers, directors, consultants, agents, professional advisors, licensors and contractors and the relevant Funding Agencies for the Courses on a need-to-know basis.
3. The Receiving Party shall not be liable for disclosure or use of Confidential Information to the extent such Confidential Information:
   1. is or becomes available in the public domain without breach of these General Terms by the Receiving Party;
   2. was already known to the Receiving Party at the time of disclosure, as evidenced by contemporaneous documents contained in its records;
   3. is disclosed with the written approval of the Disclosing Party;
   4. is developed independently by the Receiving Party as evidenced by documents contained in its records;
   5. becomes known to the Receiving Party from a third party without any restriction to maintain such information in confidence; or
   6. is required to be produced by the Receiving Party pursuant to a court order, applicable law or regulation, lawful request from a government agency or authority, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party reasonable prior written notice of such disclosure.
4. Upon the Disclosing Party’s written request, the Receiving Party shall return to the Disclosing Party, or destroy if so directed by the Disclosing Party, all Confidential Information furnished hereunder by the Disclosing Party, together with any copies thereof, provided that the Receiving Party shall be entitled to retain a copy of Confidential Information (i) to the extent necessary to comply with applicable laws, regulations or directives from relevant government agencies and/or (ii) that is archived pursuant to the Receiving Party’s standard archiving policies and procedures. All retained Confidential Information shall remain subject to the confidentiality obligations under these General Terms.
5. Parties agree that any breach of any obligation contained in this Clause will cause immediate and irreparable harm to the Disclosing party, and, accordingly, the Disclosing party shall be entitled, without limitation, to seek immediate injunctive relief against any actual or threatened violation. The obligations of confidentiality contained in this Clause, or otherwise in these General Terms, shall survive termination of the Sales Quotation for whatever reason.

1. Course Registration Requirements

1. Client represents and warrants that all information provided in connection with any course registration is true and accurate, and relevant facts are not deliberately omitted.
2. Client shall ensure that each Trainee that is enrolled for Courses shall meet the specific pre-requisite requirements require for that particular Course. If there are no specific pre-requisite requirements stipulated, such Trainee shall have the minimum literacy and/or numeracy standard to understand, follow through and complete the Course.
3. Client shall select the correct and suitable language medium of the Course (if applicable) for each Trainee during registration.
4. In the event any Trainee has any form of health issue, learning disability and/or other disability that may impact the normal delivery and facilitation of the Course or the Trainee’s engagement in the learning process during the Course, the Client must declare (in writing) and inform CUTECH of such issue or disability during registration.
5. Where applicable, the registration form and payment must be submitted to the following centre, to sales personnel or by post at least 2 weeks before course commencement:
   • Cutech Quality Solutions Pte Ltd
     #03-16, Pioneer Junction, 3, Soon Lee Street, Singapore 627606.  

1. Course Schedule, Class Size and Mode of Delivery

1. Each Course schedule is subject to changes. CUTECH reserves the rights to:
   1. cancel, or re-schedule any scheduled class without prior notice;
   2. define the size of the class;
   3. replace trainers for scheduled classes and ongoing classes; and/or
   4. convert face-to-face classes to virtual classes or vice-versa. In the event any such conversion, Trainee shall be entitled to withdraw from the class without any penalty.
2. All course materials shall be provided in accordance with CUTECH’s standard procedures and any special requests for the format of course materials (e.g. hardcopy or electronic copy) shall be subject to CUTECH’s approval.
3. Client shall ensure that all Trainees have their own laptop, desktop or any other equipment required to meet the requirements of the respective Course and its mode of delivery. CUTECH shall not be required to arrange for or loan any such required equipment to any Trainees.

1. Funded Courses

1. This Clause shall apply to all Courses that are funded by the relevant funding agencies.
2. The Client hereby acknowledges and agrees that all funding grants and/or subsidies are subject to changes and approval by the relevant funding agencies.
3. Client shall ensure that:
   1. all Trainees are directly employed by the Client;
   2. the Client is the entity who is paying salary and other statutory benefits (e.g. CPF contributions) to such Trainees.
4. In the event Client wishes to apply for Absentee Payroll subsidies, Client shall submit the Absentee Payroll Declaration with the required information in the Enterprise Portal for Jobs and Skills (EPJS) upon receiving SSG’s email.
5. Client represents and warrants that all information provided in connection with any course registration is true and accurate. In the event any false declaration by the Client results in a lower funding subsidy or in a rejection of the Client’s funding claim application, CUTECH shall, subject to any funding restrictions, be entitled to claim from the Client such amount equivalent to the funding subsidy amount that was not granted by the respective funding agency
6. Client acknowledges and agrees that funding grants and/or subsidies are subject to respective funding requirements imposed by the relevant funding agencies. In connection therewith, CUTECH may impose certain criteria and restrictions in respect of certain funded Courses to meet these requirements. In the event any Trainee fails to meet any of such requirements stipulated by CUTECH or set out under the relevant funding scheme, thereby resulting the funding claim application to be rejected by the respective funding agency, CUTECH shall, subject to any funding restrictions, be entitled to claim from the Client such amount equivalent to the funding subsidy amount that was not granted by the respective funding agency. Funding claim application may, amongst other reasons, be rejected for the following scenarios:
   1. Trainee is not a Singapore citizen or Singapore Permanent Resident.
   2. Trainee was previously granted funding subsidy for the same Course (either with CUTECH or with other training provider).
   3. Trainee fails to achieve the minimum attendance rate required for the respective Course.
   4. Trainee fails to sit for the required exam/assessment (where applicable).
   5. Trainee fails to obtain a passing grade for the required exam/assessment (where applicable).
   6. For IBF funded courses:
      1. Trainee is not working in the Finance sector;
      2. Trainee is not residing in Singapore during the Course; and/or
      3. Trainee fails to achieve 100% attendance and fails to achieve a 70% to 75% passing rate (based on the course requirements).
7. In the event any Trainee fails to meet any of the requirements stipulated by CUTECH for the purpose of meeting the relevant funding requirements, Client may, at CUTECH’s sole discretion and subject to the terms of the respective funding schemes, make such arrangements (at its own cost and expense) to meet the relevant funding requirements, including without limitation:
   1. ensure that the Trainee enrols and retakes the entire course or module (subject to availability) ("Retake Module”), and all classes within the Retake Module must be completed within 60 calendar days from the end date of the initial course or module that such Trainee was enrolled in. Each request for a Retake Module shall be subject to the payment of the stated course fees (without any funding subsidy or grant) and an administrative fee;
   2. ensure that the Trainee attends make-up classes (subject to availability); and/or
   3. ensure that the Trainee undergoes re-assessment (subject to availability) and obtains a passing grade within 60 calendar days from the end date of the initial course or module that such Trainee was enrolled in.

CUTECH shall inform the Client, on a case-by-case basis, the arrangements that the Client is required to make so as to meet the relevant funding requirements, as well as the fees involved in connection therewith. Should Client refuse to make such arrangements as recommended by CUTECH, CUTECH shall, subject to any funding restrictions, be entitled to claim from the Client such amount equivalent to the funding subsidy amount that was not granted by the respective funding agency.

1. Trainees attending Courses funded by SSG or IBF (i.e. physical classroom and synchronous e-learning courses) shall take their attendance digitally via the Singpass app.

1. Request for Deferment / Transfer / Replacement / Withdrawal of Course

1. For any Trainee who is absent with valid reasons (e.g. medical reasons), make-up classes may be provided at CUTECH’s discretion and subject to the availability of resources.
2. For deferment, transfer or withdrawal of a confirmed place in a public class, a written request must be submitted by Client and received by CUTECH at least 2 weeks before commencement of the class.
3. For any changes to the list of Trainees attending a corporate class, a written request, together with the full particulars of any new Trainees, must be submitted by Client and received by CUTECH at least 2 weeks before commencement of the class.

1. Virtual Live Class (VLC)

Client shall ensure that all Trainees attending virtual live classes meet the following requirements:

1. Trainee shall ensure that his laptop/desktop or equipment is equipped with webcam and meet the required specifications;
2. Trainee shall setup the login / display name to be the same as the full name as indicated in his identity card, identification document or passport;
3. Trainee shall turn on his webcam to show real-time video throughout the entire course and shall ensure that his entire face is fully visible at all times; and.
4. Trainee shall not use a profile picture or pre-recorded video to meet the attendance requirements.

1. Course Evaluation and Survey

Client shall ensure that all Trainees complete the following course evaluations and/or surveys:

1. CUTECH Course evaluation conducted on the last day of the Course;
2. SSG Training Quality and Outcomes Measurement Surveys (TRAQOM) conducted upon completion of a SSG Course. Trainee shall provide individual email address and phone number for these surveys. An email invitation will be sent with the hyperlink to access the respective TRAQOM (i) on the last day of the Course, and (ii) at least 6 months after the Course end date.
3. Any other course evaluations or surveys that are conducted after the completion of the Course. For selected courses, the first survey will be conducted 3 months after Course completion and the next survey will be conducted 6 months after Course completion.

1. Examination and Assessment

1. For Courses that require examination and/or assessments, Client shall ensure that all Trainees:
   1. is punctual on the day of examination or assessment. Any Trainee who is late will be barred from taking the examination or assessment; and
   2. comply with the examination or assessment rules and regulations. Trainees who are found cheating will be barred from the examination or assessment and CUTECH reserves the rights to take any necessary actions.
2. If any Trainee fails the examination or assessment and the Client wishes to appeal the examination or assessment grade, Client shall submit the necessary appeal form and make the necessary payment before the submission deadline.

1. External Certification Examination

1. Course fees are not inclusive of external certification examination fees, unless otherwise stated in CUTECH’s published Course information.
2. Selected Courses include complimentary certification examination voucher, which shall be subject to the following conditions:
   1. Trainee must achieve the minimum attendance requirement and pass the in-class assessment in order to be eligible for the complimentary examination voucher;
   2. if a Trainee fails the certification examination in his first attempt, the Client shall bear the cost of subsequent examination attempts;
   3. if the Trainee requests to reschedule the external certification examination date, an administrative fee will be charged for each change request;
   4. CUTECH will not provide extension to any expired examination voucher or replace any expired examination voucher with a new examination voucher; and
   5. if the external certification provider discontinues the certification examination, CUTECH will not replace the discontinued examination voucher with an alternative examination voucher.

1. CUTECH Certificate of Completion (COC) and WSQ Electronic Certificate (“e-Cert”)

1. Client acknowledges and agrees that CUTECH will only issue certifications for certain Courses, which shall be determined in CUTECH’s sole discretion.
2. For Courses that come with CUTECH Certificate of Completion and/or WSQ e-Cert, CUTECH shall issue such certificate(s) to Trainees who meet the relevant certification requirements (e.g. Trainee meets the minimum attendance requirement and/or passes the required examination or assessment).
3. For certain specified Courses, Trainees may access and download their SSG full qualifications & transcripts and/or WSQ e-Certs from MySkillsFuture online portal approximately 16 working days after the Course end date.
4. Client may verify the authenticity of the certificates issued by SSG at MySkillsFuture online portal (http://www.myskillsfuture.gov.sg).

1. Conduct and Behaviour

1. Client shall ensure that all Trainees conduct themselves in accordance with CUTECH’s values and applicable policies when attending any Course. Amongst others, a Trainee shall not engage in inappropriate language or conduct whilst attending a Course, whether such language or conduct is directed towards CUTECH’s employees or representatives, fellow Trainees or otherwise.
2. A Trainee may be excluded from, and/or asked to leave, the relevant class or Course without any refund of the Course fees if, in the sole opinion of CUTECH, the Trainee’s conduct or behaviour has been inappropriate. In all cases concerning the appropriateness of a Trainee’s conduct or behaviour, the decision of CUTECH shall be final.

1. Force Majeure

Neither Party shall be liable for any loss, damage, delay or failure of performance resulting from any cause which is beyond its reasonable control, including but not limited to acts of God, civil disturbances, wars, strikes, explosions, acts of terrorism, and any act or failure of any governmental authority (which shall include any directive of any government or authority requiring either Party to suspend its operations), but shall not include any items or events which should have been capable of avoidance or mitigation in the exercise of appropriate business continuity or disaster recovery measures.

1. Miscellaneous

1. A person who is not a party to the Sales Quotation has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term herein but this does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 2001.
2. The Sales Quotation (and all documents referenced therein) sets out the entire agreement and understanding between the Parties in respect of the subject matter therein and supersedes all other agreements between the Parties relating to the establishment of the arrangements contemplated therein.
3. The Parties agree that in performing their obligations pursuant to these General Terms, they are in the position of independent contractors. Nothing in these General Terms shall constitute or be deemed to constitute a partnership, joint venture or agency between the Parties or qualify or be deemed to qualify either Party as an agent of the other Party or any of its affiliates, for any purpose whatsoever. Neither Party shall have the authority or power to bind the other Party or its affiliates, or to contract in the name of, or create a liability against, the other Party or its affiliates.
4. Unless expressly stated herein, no purported modification, amendment or waiver of these General Terms shall be effective unless it is in writing and signed by the authorised signatories of both Parties.
5. The rights and remedies under these General Terms are cumulative and not exclusive of any other right or remedy provided by law or equity.
6. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any Party shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any other right, power or remedy arising under these General Terms or otherwise. A waiver of a Party’s rights will be in writing and will not prevent the Party’s further exercise of the same or any other right.
7. The invalidity of any provision or provisions of these General Terms shall not affect the validity of other provisions which shall remain in full force and effect.
8. To the extent that any provision of these General Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these General Terms , and such finding shall not affect the enforceability of the remainder of these General Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
9. Any provision of these General Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Sales Quotation shall survive the termination or expiry of the Sales Quotation.

1. Governing Law and Dispute Resolution

1. These General Terms shall be governed and construed in accordance with the laws of Singapore.
2. Any dispute arising out of or in connection with these General 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 arbitrator(s). The language of the arbitration shall be English.