These terms and conditions (the “Agreement”) form a legally binding agreement between MySigrid Pte Ltd (Reg. No. 201621806Z), referred to as “MySigrid”, “we”, “us”, or “our”, and the client engaging our services, referred to as “the Client”, “you”, or “your”.
1.1 Definitions
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
a) "Agreement" means these Terms and Conditions together with any Service Agreement, Proposal, Order Form, or Statement of Work executed between the parties;
b) "AI Agent" means any artificial intelligence system, automated process, or machine learning model developed, configured, or managed by MySigrid for the Client;
c) "Assigned Resource" means the individual professional, team, AI Agent, or integrated solution assigned by MySigrid to deliver Services to the Client;
d) "Business Day" means a day (other than Saturday or Sunday) on which banks are open for business in Singapore;
e) "Client" means the entity or individual entering into this Agreement with MySigrid for the provision of Services;
f) "Confidential Information" means all information of a confidential nature disclosed by one party to the other, including but not limited to trade secrets, business plans, customer data, and proprietary methodologies;
g) "Data Protection Laws" means all applicable data protection and privacy laws including the Personal Data Protection Act 2012 (Singapore) and the EU General Data Protection Regulation (GDPR) 2016/679;
h) "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under applicable law;
i) "MySigrid" means MySigrid Pte Ltd, a company incorporated under the laws of Singapore;
j) "Personal Data" has the meaning given in the applicable Data Protection Laws;
k) "Services" means the services to be provided by MySigrid as specified in the Service Agreement or Proposal;
l) "Start Date" means the date on which Services commence as specified in the Service Agreement.
1.2 Interpretation
In this Agreement, unless the context otherwise requires: (a) references to statutes or regulations include all amendments, modifications, or re-enactments thereof; (b) headings are for convenience only and shall not affect interpretation; (c) the singular includes the plural and vice versa; (d) references to "include" or "including" are illustrative and not limiting; (e) references to "writing" include electronic communications.
2.1 Service Offerings
MySigrid offers comprehensive professional services ("Services") which include but are not limited to:
• Virtual Assistant Services: Administrative support, executive assistance, calendar management, travel coordination, and business correspondence
• Remote Staffing Solutions: Full-time and part-time professionals including developers, designers, analysts, marketers, and specialists
• AI Agent Development: Custom artificial intelligence solutions, chatbots, automation workflows, and machine learning implementations
• Integrated Team Support: Cross-functional teams combining human expertise with AI capabilities
• IT Helpdesk Services: Technical support, system administration, network management, and cybersecurity services
• Digital Marketing Services: SEO, content creation, social media management, and digital advertising
• Business Process Outsourcing: Data entry, customer service, accounting support, and operational optimization
2.2 Service Delivery Models
Services may be delivered through various engagement models including: (a) Dedicated Resources - exclusive allocation to Client; (b) Shared Services - resources serving multiple clients with guaranteed availability; (c) Project-Based - specific deliverables within defined timelines; (d) Subscription-Based - ongoing services at predetermined capacity; (e) Hybrid Models - combination of the above as agreed.
2.3 Service Specifications
Detailed specifications including deliverables, timelines, performance metrics, and success criteria shall be documented in the Service Agreement or Statement of Work. MySigrid reserves the right to propose alternative approaches that achieve equivalent or superior outcomes.
3.1 Resource Assignment
Upon the Start Date, MySigrid shall assign qualified resources meeting the agreed specifications. MySigrid maintains sole discretion in resource selection based on skills, availability, and Client requirements. The Client acknowledges that MySigrid may utilize a combination of employees, contractors, and technology solutions to deliver Services.
3.1 Right to Substitute
MySigrid reserves the right to substitute or reassign resources with equivalent or superior qualifications upon reasonable notice. Such substitution may occur for reasons including but not limited to: illness, resignation, performance optimization, skill matching, or operational requirements. MySigrid shall ensure appropriate knowledge transfer and maintain service continuity.
3.3 Training and Onboarding
MySigrid shall provide necessary training and onboarding for Assigned Resources at no additional cost. The Client agrees to provide reasonable cooperation including access to systems, documentation, and subject matter experts during the onboarding period, typically not exceeding 14 Business Days.
4.1 Cooperation and Information
The Client shall:
a) Provide complete, accurate, and timely information necessary for Service delivery;
b) Grant necessary access to systems, platforms, and tools required for Services;
c) Designate authorized representatives for communication and decision-making;
d) Respond to MySigrid inquiries within 2 Business Days or as agreed;
e) Ensure compliance with all applicable laws in connection with the Services.
4.2 Acceptable Use Policy
The Client shall not request or require MySigrid resources to: (a) engage in illegal, fraudulent, or unethical activities; (b) violate third-party rights including intellectual property or privacy rights; (c) access or manipulate systems without proper authorization; (d) create or distribute harmful content including malware or hate speech; (e) perform activities that could damage MySigrid's reputation or relationships.
4.3 Equipment and Infrastructure
Unless otherwise agreed, the Client shall provide necessary software licenses, system access, and technical infrastructure required for remote Service delivery. MySigrid shall provide standard equipment and tools for its resources including computers, internet connectivity, and basic software.
5.1 Performance Standards
MySigrid commits to maintaining the following service levels unless otherwise specified in the Service Agreement:
5.2 Service Credits
If MySigrid fails to meet the agreed SLA targets, the Client may be eligible for service credits as follows: (a) Service availability < 99% but ≥ 95%: 5% credit; (b) Service availability < 95% but ≥ 90%: 10% credit; (c) Service availability < 90%: 15% credit. Credits shall be applied to the following month's invoice and are the Client's sole remedy for SLA breaches.
6.1 Fee Structure
Fees shall be as specified in the Service Agreement and may include:a) Monthly subscription fees for ongoing services;
b) One-time setup or onboarding fees;
c) Project-based or milestone payments;
d) Overage charges for usage exceeding agreed limits;
e) Rush service premiums for expedited delivery.
6.2 Payment Terms
All fees are due in advance on or before the 1st day of each calendar month unless otherwise agreed. Payment shall be made via bank transfer, credit card, or other approved methods. All amounts are exclusive of applicable taxes, which shall be borne by the Client.
6.3 Late Payment
Late payments shall incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. MySigrid may suspend Services for payments overdue by more than 7 days after written notice. The Client remains liable for all fees during any suspension period.
6.4 Currency and Taxes
All fees are quoted in the currency specified in the Service Agreement. The Client is responsible for all taxes, duties, and government charges except for MySigrid's income taxes. If MySigrid is required to collect or pay taxes, the amount will be added to the invoice unless the Client provides a valid tax exemption certificate.
7.1 Work Product Ownership
Unless otherwise agreed in writing: (a) All work product created specifically for the Client shall become the Client's property upon full payment; (b) MySigrid retains all rights to its pre-existing intellectual property, methodologies, and generic tools; (c) MySigrid may use anonymized insights and learnings for improving its services.
7.2 License Grants
MySigrid grants the Client a non-exclusive, non-transferable license to use MySigrid's proprietary tools and platforms solely for receiving Services. The Client grants MySigrid a license to use Client materials as necessary to perform Services, including the right to create derivative works where required for Service delivery.
7.3 Feedback and Improvements
Any suggestions, feedback, or improvements provided by either party may be used by the receiving party without restriction or compensation. MySigrid may develop and offer similar services to other clients, provided it does not disclose the Client's Confidential Information.
8.1 Confidentiality Obligations
Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; (c) use Confidential Information solely for performing under this Agreement; (d) limit access to those employees and contractors with a legitimate need to know.
8.2 Exceptions
Confidentiality obligations shall not apply to information that: (a) was rightfully known before disclosure; (b) becomes publicly available through no breach of this Agreement; (c) is rightfully received from a third party without breach of confidentiality; (d) is independently developed without use of Confidential Information; (e) must be disclosed by law or court order, provided the disclosing party provides prompt notice and cooperates in seeking protective treatment.
8.3 Duration
Confidentiality obligations shall survive termination of this Agreement for five (5) years, except for trade secrets which shall be protected indefinitely or as long as they maintain their status as trade secrets under applicable law.
9.1 Data Processing
MySigrid shall process Personal Data in accordance with: (a) The Personal Data Protection Act 2012 (Singapore); (b) The EU General Data Protection Regulation (GDPR) where applicable; (c) Other applicable Data Protection Laws; (d) MySigrid's Privacy Policy available at [website]. MySigrid acts as a data processor for Client Personal Data and shall process such data only on documented instructions from the Client.
9.2 Security Measures
MySigrid implements appropriate technical and organizational measures to protect Personal Data including: (a) Encryption of data in transit and at rest; (b) Access controls and authentication mechanisms; (c) Regular security assessments and audits; (d) Employee training on data protection; (e) Incident response procedures; (f) Business continuity and disaster recovery plans.
9.3 Data Breach Notification
MySigrid shall notify the Client without undue delay and within 72 hours of becoming aware of any Personal Data breach. The notification shall include: (a) nature of the breach; (b) categories and approximate number of affected data subjects; (c) likely consequences; (d) measures taken or proposed to address the breach and mitigate adverse effects.
10.1 Term
This Agreement commences on the Start Date and continues until terminated in accordance with these terms. Service-specific terms may be defined in individual Service Agreements.
10.2 Termination for Convenience
Either party may terminate this Agreement:
a) By Client before Start Date: Full refund of prepaid fees;
b) By Client within first 30 days: 72 hours written notice, prorated refund for unused services;
c) By Client after 30 days: 30 days written notice, no refund for current billing cycle;
d) By MySigrid: 60 days written notice.
10.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 15 days after written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; (c) engages in illegal activities or gross misconduct; (d) breaches confidentiality or data protection obligations.
10.4 Effect of Termination
Upon termination: (a) MySigrid shall cease providing Services; (b) Client shall pay all outstanding fees; (c) Each party shall return or destroy the other's Confidential Information; (d) MySigrid shall provide reasonable transition assistance at standard rates; (e) Provisions that by their nature should survive shall remain in effect.
11.1 Restriction
During the term and for 24 months thereafter (or the maximum period permitted by applicable law), the Client shall not directly or indirectly solicit, hire, engage, or attempt to hire or engage any MySigrid employee, contractor, or Assigned Resource who provided Services to the Client, without MySigrid's prior written consent.
11.2 Permitted Hiring
The Client may hire MySigrid resources with written consent, which may be conditioned upon payment of a recruitment fee equal to 25% of the resource's anticipated first-year compensation or USD 15,000, whichever is greater.
11.3 Remedies
Breach of non-solicitation shall result in liquidated damages of USD 10,000 per occurrence, acknowledging that actual damages would be difficult to calculate. This remedy is in addition to any other available legal or equitable remedies.
12.1 Penalty Events
The following violations shall incur liquidated damages of USD 10,000 per occurrence:
1) Confidentiality Breach: Unauthorized disclosure of Confidential Information, trade secrets, or proprietary methodologies;
2) Data Security Violation: Causing data breach through negligence or willful misconduct, unauthorized system access, or installation of malicious software;
3) Non-Solicitation Violation: Direct or indirect solicitation or hiring of MySigrid resources without consent;
4) Intellectual Property Infringement: Unauthorized use, copying, or distribution of MySigrid's intellectual property;
5) Service Abandonment: MySigrid's failure to provide Services without proper notice;
6) Payment Default: Client payment delays exceeding 60 days or bad faith chargebacks;
7) Abuse or Harassment: Client abuse, harassment, or requiring illegal activities from MySigrid resources;
8) Unauthorized Use: Sharing credentials, exceeding usage limits by 200%, or accessing other clients' data.
12.2 Enforcement
Liquidated damages are immediately due upon written notice and may be: (a) offset against amounts owed; (b) subject to 1.5% monthly interest if unpaid after 30 days; (c) enforced through arbitration or legal proceedings; (d) supplemented by additional damages if actual losses exceed the penalty amount.
13.1 MySigrid Warranties
MySigrid warrants that: (a) Services will be performed with reasonable skill and care consistent with industry standards; (b) it has the legal right to enter into and perform under this Agreement; (c) Services will not infringe third-party intellectual property rights; (d) it maintains appropriate insurance coverage including professional liability and cyber liability insurance.
13.2 Client Warranties
The Client warrants that: (a) it has authority to enter into this Agreement; (b) its use of Services will comply with all applicable laws; (c) it owns or has rights to all materials provided to MySigrid; (d) information provided to MySigrid is accurate and complete.
13.3 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND MYSIGRID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MYSIGRID DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
13.1 MySigrid Warranties
MySigrid warrants that: (a) Services will be performed with reasonable skill and care consistent with industry standards; (b) it has the legal right to enter into and perform under this Agreement; (c) Services will not infringe third-party intellectual property rights; (d) it maintains appropriate insurance coverage including professional liability and cyber liability insurance.
13.2 Client Warranties
The Client warrants that: (a) it has authority to enter into this Agreement; (b) its use of Services will comply with all applicable laws; (c) it owns or has rights to all materials provided to MySigrid; (d) information provided to MySigrid is accurate and complete.
13.3 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND MYSIGRID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MYSIGRID DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
14.1 Client Indemnification
The Client shall defend, indemnify, and hold harmless MySigrid from all claims, losses, and expenses arising from: (a) Client's breach of this Agreement; (b) Client's violation of laws or regulations; (c) Client's instructions that result in harm or legal liability; (d) Claims that Client-provided materials infringe third-party rights; (e) Client's unauthorized use of Services.
14.2 MySigrid Indemnification
MySigrid shall defend, indemnify, and hold harmless the Client from claims that Services infringe third-party intellectual property rights, provided the Client: (a) promptly notifies MySigrid; (b) grants MySigrid sole control of defense and settlement; (c) provides reasonable cooperation. This indemnity excludes claims arising from Client modifications, combinations with Client materials, or use beyond the scope authorized.
14.3 Procedure
The indemnified party shall: (a) provide prompt written notice of claims; (b) grant the indemnifying party control of defense and settlement; (c) provide reasonable assistance at the indemnifying party's expense; (d) not admit liability or settle without consent.
15.1 Cap on Liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY, DATA PROTECTION OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR LIQUIDATED DAMAGES PROVISIONS, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) SIX MONTHS OF FEES PAID OR PAYABLE UNDER THIS AGREEMENT; OR (B) USD 50,000.
15.2 Exclusion of Damages
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 Essential Purpose
The limitations and exclusions in this section apply regardless of the theory of liability and survive any failure of essential purpose of limited remedies. The parties acknowledge that these limitations reflect the allocation of risk and are reflected in the pricing.
Neither party shall be liable for delays or failures due to causes beyond reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party shall: (a) promptly notify the other party; (b) use reasonable efforts to mitigate impact; (c) resume performance when possible. If force majeure continues for more than 60 days, either party may terminate affected Services.
17.1 Escalation and Negotiation
The parties shall attempt to resolve disputes through good faith negotiation between senior executives for 30 days before pursuing formal proceedings.
17.2 Mediation
If negotiation fails, disputes shall be submitted to mediation at the Singapore Mediation Centre under its prevailing rules. Mediation shall be conducted by a single mediator mutually agreed upon by the parties.
17.3 Arbitration
If mediation fails, disputes shall be resolved by binding arbitration under the Singapore International Arbitration Centre (SIAC) Rules. The arbitration shall be conducted by a single arbitrator in Singapore in English. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
17.4 Injunctive Relief
Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction for breaches of confidentiality, intellectual property rights, or non-solicitation provisions.
18.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
18.2 Entire Agreement
This Agreement, together with all Service Agreements and Proposals, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications regarding the subject matter.
18.3 Amendments
MySigrid may update these Terms with 30 days' notice for material changes. Continued use of Services after notice constitutes acceptance. Changes to Service Agreements require mutual written consent.
18.4 Assignment
The Client may not assign this Agreement without MySigrid's written consent. MySigrid may assign to an affiliate or successor upon notice. Any attempted assignment in violation shall be null and void.
18.5 Severability
If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed, and remaining provisions shall continue in full effect.
18.6 Waiver
No waiver shall be effective unless in writing and signed by the waiving party. Waiver of one breach shall not constitute waiver of any other breach or future breaches.
18.7 Notices
All notices shall be in writing and delivered by: (a) certified mail, return receipt requested; (b) nationally recognized courier; or (c) email with confirmation of receipt. Notices are effective upon receipt or three business days after sending, whichever is earlier.
18.8 Relationship
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.
18.9 Publicity
Neither party shall use the other's name, logo, or trademarks in marketing materials without prior written consent. MySigrid may list the Client as a customer and describe services generally.
18.10 Export Compliance
Each party shall comply with applicable export control laws and regulations. The Client shall not export, re-export, or transfer Services to prohibited countries, entities, or individuals.
18.11 Anti-Corruption
Each party represents that it has not and will not make any illegal payments, bribes, or kickbacks in connection with this Agreement. Violation of anti-corruption laws constitutes material breach.
18.12 Survival
Provisions that by their nature should survive termination shall remain in effect, including but not limited to: confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and governing law.
19.1 Insurance
MySigrid maintains: (a) Professional Liability Insurance of at least USD 1,000,000 per occurrence; (b) Cyber Liability Insurance of at least USD 500,000; (c) General Liability Insurance as required by law; (d) Workers' Compensation Insurance where applicable. Certificates of insurance available upon request.
19.2 Background Checks
MySigrid conducts appropriate background checks on resources consistent with local laws and the nature of Services. Enhanced screening available for sensitive engagements at additional cost.
19.3 Business Continuity
MySigrid maintains business continuity and disaster recovery plans including: (a) Data backup and recovery procedures; (b) Alternative work arrangements; (c) Communication protocols; (d) Service restoration priorities. Plans tested annually with results available upon request.
19.4 Subcontracting
MySigrid may engage subcontractors for Service delivery provided: (a) MySigrid remains fully responsible for performance; (b) Subcontractors agree to equivalent confidentiality and data protection terms; (c) Client is notified of material subcontracting arrangements upon request.
19.5 Audit Rights
Upon reasonable notice and not more than once annually, the Client may audit MySigrid's compliance with this Agreement. Audits shall: (a) be conducted during business hours; (b) not unreasonably interfere with operations; (c) be subject to confidentiality agreements; (d) be at Client's expense unless material non-compliance is discovered.
19.6 Most Favored Customer
For enterprise clients with annual commitments exceeding USD 100,000, MySigrid represents that pricing is no less favorable than that offered to similarly situated clients for comparable services, volumes, and terms.
19.7 Service Improvements
MySigrid may modify or enhance Services provided such changes: (a) do not materially reduce functionality or performance; (b) do not increase Client obligations or fees; (c) are communicated with reasonable notice for material changes.
19.8 Benchmarking
MySigrid may use anonymized performance data for benchmarking and service improvement, provided no Client Confidential Information is disclosed and individual clients cannot be identified.
19.9 Environmental and Social Responsibility
MySigrid commits to: (a) Promoting remote work to reduce carbon emissions; (b) Maintaining ethical labor practices; (c) Supporting diversity and inclusion; (d) Contributing to local communities where we operate.
19.10 Records Retention
MySigrid shall maintain records related to Services for the longer of: (a) Three years after termination; (b) As required by applicable law; (c) As necessary to resolve disputes or comply with audit requirements.