1. Glossary 1.1. The following words and expressions have the following meanings, unless they are inconsistent with the context in which they are found:- AGREEMENT - these Terms and Conditions, the Letter of Offer issued by BCAI and counter-signed by the Applicant (including its annexes), and the application form. APPLICANT - the applicant who has applied for CONQUAS Training to be conducted for the Participants. BCA - Building and Construction Authority of Singapore. BCAI - BCA International Pte Ltd. CERTIFICATE OF ATTENDANCE- Certificates of attendance to be issued to Participants who have registered full attendance for the CONQUAS Training. CONQUAS - Construction Quality Assessment System developed by BCA and described at http://www.bca.gov.sg/professionals/iquas/bqphomepage.asp which may be amended from time to time by BCA. CONQUAS Training - training to be provided pursuant to clause 7.1 below aimed at providing Participants with an understanding of CONQUAS through classroom session(s) and hands-on assessment demonstration session(s) on site. FEES - the fees to be paid by the Applicant for the CONQUAS Training as set out in the Letter of Offer issued by BCAI and counter-signed by the Applicant. LETTER OF OFFER - letter issued by BCAI in response to the Applicant s application setting out BCAI s offer to conduct CONQUAS Training. CONQUAS Terms & Conditions for Training Page 1 of 9
PARTICIPANTS - the individuals named by the Applicant who are to receive CONQUAS Training pursuant to this Agreement; for the avoidance of doubt, Participants shall not be parties to this Agreement. TRAINING MATERIALS - training materials to be issued by BCAI to the Participants for the purposes of the CONQUAS Training through the Applicant in accordance with clause 6.6 below. TRAINING SITE - the classroom and demonstration site, and / or other premises (indoor or outdoor) the venue of which is stated by the Applicant when accepting BCAI s offer set out in its Letter of Offer and in which CONQUAS Training is to be conducted. Words importing the singular also include the plural and vice-versa where the context requires. 2. Agreement for CONQUAS Training Subject to the terms and conditions hereinafter set out and in consideration of the Fees to be paid by the Applicant, BCAI shall carry out CONQUAS Training for the Participants, provide Training Materials, and issue Certificates of Attendance. 3. Scope of CONQUAS Training 3.1 Subject to clause 3.2 below, classroom session(s) shall cover CONQUAS requirements, standards and methods of assessment, while hands-on assessment demonstration session(s) on site shall involve the demonstration of the use of CONQUAS assessment tools and cover the interpretation of CONQUAS standards. 3.2 Notwithstanding any provision in this Agreement, BCAI shall be entitled at any time to modify or determine, at its discretion, the curriculum, methods and / or contents of CONQUAS Training. CONQUAS Terms & Conditions for Training Page 2 of 9
3.3 For the avoidance of doubt, nothing stated in the Training Materials or taught at the CONQUAS Training is meant to supersede any statutory requirements and/or obligations specified in the relevant Acts and regulations of any jurisdiction. 4. Limitation / Exclusion on Liability / Indemnity 4.1 BCAI and its directors, servants, agents, and employees shall not be liable for any damage to any property or buildings at the Training Site, which may be caused during CONQUAS Training. 4.2 CONQUAS Training is conducted at the Applicant s risk. Whilst all possible care is taken in the CONQUAS Training, neither BCAI nor its directors, servants, agents or employees shall be liable (whether under the express or implied terms of this Agreement, at common law or in any other way) to the Applicant or to any other persons for any loss, damage or injury of whatever nature (including any direct, indirect, special, or consequential loss or damage, and any loss of profits) arising out of or resulting from any act, neglect, omission or default on the part of BCAI and its directors, servants, agents, or employees relating to CONQUAS Training, Training Materials, or information or opinion given or expressed during the CONQUAS Training. 4.3 The Applicant shall fully indemnify, defend and hold harmless BCAI and its directors, servants, agents and/or employees against: CONQUAS Terms & Conditions for Training Page 3 of 9
any claim, demand, action or proceeding made or commenced against BCAI or its directors, servants, agents and/or employees by any person(s) in respect of any loss, damage or injury of whatever nature arising or resulting from or relating to the CONQUAS Training, Training Site, Training Materials, or information or opinion given or expressed during the CONQUAS Training, and any loss, damage, costs or expense (including legal costs on an indemnity basis) incurred or suffered by BCAI or its directors, servants, agents and/or employees in such event; and any expense, loss, costs or damage incurred and arising from any Subpoena or any other court orders or directions served on BCAI or its directors, servants, agents and/or employees by any person(s), and any expense, loss, costs or damage incurred by BCAI and its directors, servants, agents and/or employees in the event that they are required to attend to any discovery or inspection of documents, provide evidence, attend court proceedings, or be in any other way required to be involved in legal proceedings arising or resulting from or relating to the CONQUAS Training, Training Site, Training Materials, or information or opinion given or expressed during the CONQUAS Training. 5. Fees 5.1 Notwithstanding any other provision in this Agreement, for the avoidance of doubt, BCAI shall not under any circumstance be under any obligation to carry out the CONQUAS Training, provide any Training Materials, or issue the Certificates of Attendance if the Fees have not been paid and received by BCAI. 5.2 The Fees shall be paid by the Applicant to BCAI in the amount(s) and manner set out in the Letter of Offer issued by BCAI and counter-signed by the Applicant. The Applicant shall bear all and any applicable local taxes (including withholding taxes) and bank charges in addition to the Fees. 5.3 The Applicant shall pay the Fees in full to BCAI within 14 days of BCAI s issuance of its invoice. CONQUAS Terms & Conditions for Training Page 4 of 9
5.4 Fees paid shall not, in any event, be refunded by BCAI. 6. Obligations of the Applicant 6.1 The Applicant shall provide BCAI with a list of the Participants names, personal details and such other information relating to the Participants as may be requested by BCAI no later than 7 days before the commencement of the CONQUAS Training. 6.2 The Applicant shall provide the Training Site for the purposes of the CONQUAS Training or, where the Training Site is not within the possession or ownership of the Applicant, secure all permissions and / or licences necessary for the purposes of the CONQUAS Training. The Applicant shall ensure that BCAI and its officers and the Participants have full access to the Training Site for the purposes of the CONQUAS Training, and shall be responsible for the safety of the aforementioned while on the Training Site. 6.3 The Applicant shall provide free of charge on the Training Site all equipment reasonably required by BCAI for the purposes of the CONQUAS Training. 6.4 The Applicant shall render his full cooperation to BCAI and its officers in the performance of the CONQUAS Training, including:- compliance with all reasonable requirements, procedures, directions and requests of BCAI; and procuring the cooperation of its employees and the Participants in complying with the reasonable requirements, procedures, directions and requests of BCAI. 6.5 The Applicant shall procure for BCAI and its officers all permits, permissions, and immigration visas or passes (apart from social visit visas or passes or their CONQUAS Terms & Conditions for Training Page 5 of 9
equivalent) necessary or incidental to BCAI s discharge of its obligations under this Agreement. 6.6 The Applicant shall:- forthwith upon receiving the master copy of the Training Materials from BCAI, make sufficient copies of the Training Materials and distribute the said copies to all of the Participants; and forthwith upon receiving the Certificates of Attendance issued by BCAI distribute the same to the Participants. 7. Obligations of BCAI 7.1 BCAI shall:- carry out the CONQUAS Training on the dates proposed by the Applicant when accepting BCAI s offer contained in its Letter of Offer above subject to BCAI s further consent in writing, such consent not to be unreasonably withheld, and at the venue of Training Site stated by the Applicant when accepting BCAI s offer contained in its Letter of Offer; deliver to the Applicant a master copy of the Training Materials before the commencement of the CONQUAS Training for the purposes of the Applicant s reproduction and distribution to the Participants; and (c) upon completion of the CONQUAS Training, issue Certificates of Attendance bearing the names of Participants and deliver the same to the Applicant for onward distribution to the Participants. 8. Termination CONQUAS Terms & Conditions for Training Page 6 of 9
BCAI shall be entitled to terminate this Agreement forthwith by way of written notice at any time where: the Applicant has not paid the Fees in full within the time specified in Clause 5.3; or the Applicant has failed to act in accordance with any of the terms set out herein or in any of the documents forming this Agreement. Notice of termination shall be deemed to be served on the Applicant if sent by registered post to the address of the Applicant indicated in the application form and shall be effective from the date specified on the notice. In the event that this Agreement is terminated by BCAI pursuant to this clause:- the Applicant shall, notwithstanding the termination, be liable to BCAI for the Fees and no claim whatsoever shall be made by the Applicant for any monies already paid to BCAI; and for the avoidance of doubt, BCAI shall cease to be under any obligation to carry out the CONQUAS Training, provide the Training Materials, and issue the Certificates of Attendance. The clause 8 operates without prejudice to BCAI s rights at common law. 9. Force Majeure No claim for damages against either the Applicant or BCAI shall arise out of any breach of this Agreement if such breach is caused by government intervention or regulation, Act of Parliament, war, riot, acts of public enemies, strikes or other labour disturbances, fire, flood, Act of God or other cause beyond the control of the Applicant or BCAI. 10. General CONQUAS Terms & Conditions for Training Page 7 of 9
10.1 This Agreement constitutes the entire agreement between the parties (the Agreement ) and supersedes any and all other agreements, oral or in writing. 10.2 The failure of either party to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. 10.3 With the exception of clause 4 which can also be relied upon and / or enforced by BCAI s directors, servants, agents, and employees, this Agreement does not create or purport to create any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) or any subsequent amendment thereto, which is enforceable by any person or entity who is not a party to this Agreement. Save as otherwise provided for in this clause 10.3, any person or entity who is not a party to this Agreement shall have no right under the Act or subsequent amendment thereto, to enforce any of the terms and conditions herein. 10.4 If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. 10.5 All intellectual property rights in the Training Materials shall remain with BCAI. 10.6 Governing Law and Dispute Resolution 10.6.1 This Agreement and its subsequent variations shall be subject to, governed by and interpreted in accordance with the laws of Singapore for every purpose. 10.6.2 All disputes, controversies or differences ( Dispute ) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ( SIAC ) for the time being in force. CONQUAS Terms & Conditions for Training Page 8 of 9
10.6.3 The seat of the arbitration shall be Singapore. 10.6.4 The Tribunal shall consist of 1 arbitrator. 10.6.5 The language of arbitration shall be the English language. 10.6.6 Parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre ( SIMC ), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms. CONQUAS Terms & Conditions for Training Page 9 of 9