This Master Service Agreement (“Agreement”) is made and entered into by and between, BGC GROUP PTE. LTD. (Company Registration No. 200503573Z) and registered office at 298 Tiong Bahru Road, #12-03, Central Plaza, Singapore 168730 (“BGC”), and the company “Client” that has executed a prior Proposal and is now executing this Agreement with BGC. The Client and BGC are also referred to under this Agreement individually as a “Party” and together as the “Parties.”

WHEREAS:

a) BGC is engaged in the business of providing Employer Of Record (“EOR”) which includes (i) payroll management; (ii) payslips; (iii) compliance with local employee benefits and taxes (iv) mandatory insurance; and (v) employment administration (“Services”).

b) The Client seeks to utilise these Services and is authorized to enter this Agreement.

c) BGC desires to provide the Services to the Client under the terms and conditions set out in this Agreement.

1. TERM AND INTERPRETATIONS
   1.1 This Agreement shall remain in effect from the Effective Date as set forth under the Proposal and remain in place unless terminated by either Party as per the process provided under this Agreement.
   1.2 Any executed Proposal as well as any executed Annexures, Addendums, or Amendments, form part of this Agreement and reference to this Agreement includes the aforementioned elements.
   1.3 Unless stipulated otherwise or reasonably inferred to the contrary by context, the term “BGC” includes Affiliates, third-parties, and sub-contractors of BGC. “Affiliate” shall mean any entity that, with reference to a party is directly or indirectly: (a) controlled by, (b) under common control with or (c) controlling the subject party.
   1.4 The term “Client” in this Agreement shall mean the person or company who is the end user of the Services offered by BGC under this Agreement.
   
   
2. SERVICES
   2.1 The Client may create requests for engagement “Engagement Request” of any person(s) (“Worker”) that the Client has identified, by providing all necessary details which BGC shall require. Upon receipt and acceptance of such Engagement Request, BGC shall create an employment agreement with the Worker as the EOR. On the signature of the employment agreement by the Worker, (and subject to clause 4.1) BGC will onboard the Worker on BGC’s payroll and the Worker will be considered the legal responsibility of BGC (“Assignment”). The Worker is to be placed at the Client location (“Specified Jurisdiction”) and shall be supervised by and have responsibilities and duties to the Client.
   
   
3. FEES & EXPENSES
   3.1 In consideration of the Services provided by BGC, the Client shall pay BGC the service fees (“Service Fees”) for each Worker, as per the nominated and executed Proposal.
   3.2 On the Assignment of the Worker, the Client Partner shall pay a one-time fee (“Onboarding Fee”) to BGC, which is equal to one (1) month of the Service Fee, in consideration for the onboarding of the Worker.
   3.3 The Client shall pay in advance, on a monthly basis, the complete Worker Cost which is due to the Worker under the Assignment, detailed in the Engagement Request, or otherwise mandated by applicable laws directly in connection with the Worker’s employment. “Worker Costs” includes (but is not limited to) all salary, allowance, bonuses, commission, benefits, and other remuneration which have been agreed to by the Client, any costs incurred by BGC to onboard and place the Worker in the Specified Jurisdiction or offboard the Worker, and any payments due to the Worker as a result of the termination of the Worker’s employment.
   3.4 The Client shall pay BGC for any reimbursements (“Worker Expenses”) (and taxes where applicable), which are sustained by the Worker, have been approved by the Client, and are in connection with the performance of their duties or upon the direction of the Client.
   3.5 The Client shall pay BGC an interest-free refundable security deposit “(Deposit)”, the amount of which is stated in the Proposal. The Deposit may cover payroll and other payment liabilities incurred by BGC toward the engagement of the Worker and is subject to be aligned based on changes in the Worker Cost. This Deposit amount shall be refunded to the Client within thirty (30) days from the last working day of the Worker, subject to all pending payments being cleared by the Client.
   
   
4. BILLING & PAYMENT TERMS
   4.1 The Deposit invoice will be provided to the Client upon receipt of an Engagement Request and shall be paid by the Client to BGC before the execution of the employment agreement with a Worker at each instance.
   4.2 BGC shall, on or before the eighteenth (18th) day of every month, invoice the Client in advance, for the Service Fees, Worker Cost, and Worker Expenses plus any applicable out-of-pocket billable expenses and applicable taxes. The Client shall make payment in full, without set-off or deduction, within seven (7) days of the date of invoice. BGC shall be entitled to charge interest on invoices that remain unpaid for more than seven (7) days, at the rate of 1.5% per month or the highest rate allowed by applicable law, whichever is less.
   4.3 The Client will be responsible for the payment of all applicable taxes in connection with this Agreement, including, but not limited to, value-added (VAT), goods and service (GST), sales and excise taxes, taxes incurred on transactions between and among BGC, as well as exchange rate conversion, bank charges, and other elements that result in an increase in the Worker Costs and the Worker Expenses. BGC reserves the sole and discretionary right to modify the pricing structure associated with the provision of Services under this Agreement.
   4.4 The Client will be responsible for making payment to BGC for Worker Costs, Worker Expenses, Service Fees, Onboarding Fees, and Security Deposit in U.S. dollars via electronic funds transfer to BGC’s nominated bank account unless otherwise agreed between the Parties within the Proposal.
   
   
5. WARRANTIES
   5.1 Both Parties warrant their authority to enter into this Agreement and affirm no awareness of adverse factors that would hinder their obligations, having thoroughly understood all its clauses. BGC affirms that its Services will be conducted in a professional manner, demonstrating due care and diligence as outlined in this Agreement and the relevant Engagement Request. The Client assures BGC that the Worker will operate in a safe and compliant work environment, free from any involvement in illegal or unethical activities. Both Parties guarantee that this Agreement and any Engagement Request will not violate existing agreements or laws. These assurances are comprehensive and prevail over all other warranties, including implied warranties of fitness, merchantability, and non-infringement.
   
   
6. RESPONSIBILITIES OF THE CLIENT
   6.1 The Client will diligently provide all necessary information and documents to BGC for the seamless execution of Services, in accordance with the relevant Engagement Request.
   6.2 The Client is responsible for complying with all applicable laws throughout the Worker’s employment, including termination, performance, or disciplinary matters. The Client understands and agrees that it must cooperate with BGC for the termination of any Worker by first notifying BGC and by providing sufficient means and information for BGC to terminate any Worker in compliance with labor and employment laws. Failure to fulfill these obligations may result in additional costs, penalties, and losses for the Client.
   6.3 When specific laws, regulations, training requirements, or Client specific mandates apply to the Services and role performed by the Worker, the Client ensures the Worker’s compliance with these obligations. This includes, but is not limited to, compliance with laws applicable to worksites, tasks, and performance of the Worker, such as workplace health and safety, employee rights, labor laws, and other relevant regulations.
   6.4 The Client assumes full responsibility for the day-to-day supervision, direction, and control of the Workers’ duties. BGC holds no direct or indirect liability or responsibility for the services and deliverables provided by the Workers to the Client. The Client acknowledges full liability and responsibility for all actions, obligations, and conduct of the Worker.
   
   
7. INDEMNITIES
   7.1 Each Party shall indemnify and defend the other Party against any third-party claims arising from negligence, misconduct, misrepresentation, or fraud committed by the indemnifying Party in connection with this Agreement, or any breach of warranties, covenants, or obligations stipulated herein.
   7.2 BGC shall indemnify and defend the Client against any third-party claims resulting from Workers’ claims for non-payment of wages, expenses, or other statutory dues, provided that BGC has received such payments and dues from the Client prior to the claim.
   7.3 The Client shall indemnify and defend BGC against any third-party claims, including fines, penalties, interest, and court costs, arising from non-payment of benefits, workplace incidents, failure to provide a safe working environment, harassment, discrimination, or actions/inactions of the Workers while performing work under the Client’s direction.
   7.4 In the event of any third-party claims against the Client arising from BGC’s breach of its obligations in performing the Services or BGC’s gross negligence or willful misconduct, BGC will diligently collaborate with the Client to strategize and resolve such claims. The Client shall be entitled to actively engage, at its sole cost, in the defense of any relevant claim with its selected legal representation. BGC reserves the right to assume control of the defense if it considers it necessary.
   7.5 The indemnifying Party may not settle an indemnified claim that directly imposes financial liability on the indemnified Party or involves an admission of fault without obtaining prior written consent from the indemnified Party.
   
   
8. LIABILITY
   8.1 Neither Party shall be liable for consequential, indirect, incidental, special, or punitive damages, or for loss of profits, business, opportunity, or anticipated savings. This limitation of liability does not exclude or limit either Party’s liability for actions that cannot be lawfully excluded or limited.
   8.2 Each Parties’ liability for any claims arising from the Agreement shall be limited to direct damages, not exceeding twelve (12) months of the total Service Fees.
   
   
9. FORCE MAJEURE
   9.1 Neither Party shall be held liable for a failure or delay in performance due to unforeseeable circumstances beyond its control. If a force majeure event affecting the Agreement or any Engagement Request persists for more than sixty (60) days without resolution, either Party may terminate the Agreement for convenience.
   
   
10. INTELLECTUAL PROPERTY
    10.1 Each Party retains ownership of their respective intellectual property rights, including patents, copyrights, trademarks, and trade secrets. This includes pre-existing intellectual property rights and any independently developed or acquired intellectual property. These rights encompass modifications or derivatives of such intellectual property.
    10.2 The Client retains the intellectual property rights to works performed or created by the Worker, directly or indirectly related to the services provided, or developed using the Client’s Workers, facilities, or materials, including concepts, ideas, and approaches.
    
    
11. PERSONAL DATA
    11.1 Any Personal Data owned by the Client shall remain its property. If BGC receives unintended Personal Data, it will promptly notify the Client, return or destroy such data as instructed, and the Client will rectify the situation to prevent a recurrence.
    11.2 BGC implements suitable technical and organizational safeguards to secure the Client’s Data during processing. The Client acknowledges that BGC will handle Personal Data in compliance with applicable data protection laws and the Privacy Policy Addendum.

12. CONFIDENTIALITY
    12.1 Each Party may have access to the other Party’s Confidential Information and agrees to use it only for the purposes of the Agreement. The receiving Party will protect Confidential Information with the same level of care as its own, disclosing it only to authorized personnel or third parties on a need-to-know basis. Disclosure may be made if required by law or regulations. Confidential Information does not include information already known, independently developed, acquired from a third party without obligations, or publicly available through non-breaching means.
    12.2 Unless otherwise instructed in writing, the Client grants BGC permission to use its name, logos, symbols, and trademark, in any marketing and advertising materials, including but not limited to websites, social media, press releases, case study, print pieces and brochures. The Client may revoke such authorization by giving BGC 30 days advance written notice.
    
    
13. TERMINATION
    13.1 Either Party may terminate the Agreement or an Engagement Request for convenience with 60 days’ written notice.
    13.2 Either Party may terminate the Agreement upon written notice to the other Party if a material breach occurs, and the Party fails to correct the violation within ten (10) days.
    13.3 Either Party may terminate this Agreement, effective immediately, upon giving written notice to the other Party, if any of the following occurs with the other Party: (i) ceases or threatens to ceases to carry on business; (ii) has a receiver, administrator or similar officer appointed over all or any part of the assets or undertaking of the other party; (iii) goes into liquidation save for the purpose of genuine amalgamation or reconstruction; (iv) is unable to pay its debt; (v) The Client fails to pay BGC on time after receiving written notice from BGC stating that BGC will terminate the Agreement for non-payment at the expiration of a 10-calendar-day notice period should the debts remained unpaid.
    13.4 Upon termination of this Agreement or an Engagement Request, the Client shall pay BGC for all Services rendered till the date of termination, including monthly Service Fees, Worker Costs, and any other billable expenses or termination-related costs.
    
    
14. SURVIVAL
    14.1 Provisions of the Agreement intended to survive termination or expiration shall remain in effect.
    
    
15. AUDIT
    15.1 Each Party may conduct one audit per year at its expense to ensure compliance with the Agreement, subject to prior notice and reasonable cooperation. The audit shall be conducted during normal business hours, with minimal disruption to the audited Party’s operations. If breaches are identified, the defaulting Party shall promptly rectify them.
    
    
16. APPLICABLE LAW AND DISPUTES
    16.1 This Agreement shall be governed by Singaporean law. The Parties will make good faith efforts to resolve within 30 days any dispute in connection with the Agreement by escalating it to higher levels of management. Any and all disputes arising out of or in connection to this Agreement or any Engagement Request issued hereunder shall be resolved through arbitration administered by the Singapore International Arbitration Centre, with the seat of arbitration in Singapore and the language of arbitration in English.
    
    
17. MISCELLANEOUS
    17.1 In this Agreement, each Party is an independent contractor and does not have authority to bind the other. This Agreement does not establish any joint venture, partnership, fiduciary, or agency relationship between the Parties.
    17.2 Should this Agreement conflict with any newly established local mandatory laws, regulations, provisions or policies, the new laws, regulations, provisions or policies shall prevail. Any illegal or unenforceable provision within this Agreement shall be deemed null and void, without affecting the validity of the remaining terms.
    17.3 This Agreement constitutes the entire understanding between the Parties. All Proposal, Modification, Addendum or Amendment mutually agreed upon and executed by the Parties shall be an indivisible part of this Agreement and have equal force with it. In the event of an invalid term, it shall be modified to ensure enforceability while preserving the Parties’ original intent. Any waiver or modification must be in writing and duly signed to be effective. Delay or failure to exercise rights shall not constitute a waiver.
    17.4 From time to time, BGC reserves the right to modify this Agreement. Reasonable efforts will be exerted to notify the Client of any significant change.
    17.5 All notices and communications given under this Agreement shall be in writing and delivered through communications via the Client’s email or other mutually accepted means.
    
    (Version 1: Updated as of 1st August 2023)