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SINGAPORE MEDIA ACADEMY PRIVATE LIMITED

PROFESSIONAL CONVERSION PROGRAMME

GENERAL TERMS & CONDITIONS

1. Definitions

1.1 In this General Terms and Conditions, unless the context otherwise requires, the following terms and expressions shall have the following meanings:

“Applicant” or “Trainee” means the individual named in the Application Form and/or the Course Registration Form.

“Application Form” means the application form submitted by the Applicant to express interest to participate in Courses under the Professional Conversion Programme.

“Course” means the relevant course as set out in each Course Information Schedule, and may include on-the-job training and/or classroom training.

“Course Fee” means the amount of course fee set out in applicable Course Information Schedule.

“Course Information Schedule” means the course information schedule issued by SMA from time to time setting out the particulars and terms and conditions relating to each Course provided by SMA and/or any other third party.

“Course Registration Form” means the course registration form submitted by the Applicant to confirm his/her participation in one or more Courses.

“OJT Trainer” means any company or business entity that provides / will provide the Applicant with on-the-job training as part of the Course.

“Professional Conversion Programme” means the professional conversion programme comprising both on-the-job training to be provided by a company or business entity and classroom training to be provided by SMA as a training provider pursuant to WDA’s initiative to provide training to or for workers in the media industry.

“Parties” means SMA, and Applicant and/or the Trainee, and “Party” means any of them.

“Place-and-Train Scheme” means the scheme under the Professional Conversion Programme whereby the Applicant is employed by and/or enters into an employment agreement with the OJT Trainer whilst undergoing on-the-job training with the OJT Trainer. The Applicant shall receive a monthly salary from the OJT Trainer, part of which may or may not be reimbursed by WDA to the OJT Trainer as WDA may in its sole discretion decide;

“SMA” means Singapore Media Academy Private Limited, and its permitted assigns.

“Special Conditions” means any special condition(s) set out in the relevant Course Information factsheet.

“Train-and-Place Scheme” means the scheme under the Professional Conversion Programme whereby the OJT Trainer offers to provide the Applicant with on-the-job training without the Applicant being under the official employ of the OJT Trainer. The Applicant may or may not receive a Training Stipend grant from WDA during the period of the on-the-job training as WDA may in its sole discretion decide;

“WDA” means the Singapore Workforce Development Agency.

“WDA Funding” means the various fundings made available by WDA to individuals and companies or business entities as employers under its various initiatives from time to time, including any course fee subsidy and/or training allowance/ stipend, subject to the prevailing terms and conditions applicable to each initiative.

“WSQ” or the Singapore Workforce Skills Qualifications, is a national credentialing system that trains, develops, assesses and recognises adult workers for competencies they need to stay employable. Based on standards developed by WDA and various industries, WSQ ensures workers acquire skills needed by employers at the workplace. With clear progression pathways, workers can also use WSQ to upgrade their skills and plan their careers. As training and assessment are competency-based, not academic-based, workers have to demonstrate the right competencies before they are certified. Experienced workers however, can receive WSQ certification without training. WSQ is accessible to all workers, as its entry criteria are skills and knowledge, not formal qualifications. The quality of WSQ is assured by WDA, from the development of competency standards, accreditation of training providers to the award of its qualifications.

1.2 In this General Terms and conditions, unless the context otherwise requires:

(a) words importing the singular number shall include the plural number, and vice versa;

(b) the headings to the clauses shall not be taken into consideration in the interpretation or construction thereof;

(d) references to statutes and other legislation include re-enactments and amendments and amendment, and include any subordinate legislation made under such statute;

(e) words and phrases with initial letters captalized are defined terms, and if not otherwise defined hereunder, shall have the meanings set out in the Course Information Schedule.

2. Undertakings by Applicant

2.1 (a) Application

The Applicant hereby agrees and undertakes as follows:

(i) all information provided in his/her Application Form and Course Registration Form is complete, true and accurate;

(ii) he/she satisfies the applicable eligibility criteria for financial support from WDA, the eligibility criteria for the Professional Conversion Programme, and the relevant Course(s). The Applicant hereby undertakes to fulfill all applicable conditions in relation thereto;

(iii) that he/she shall fully comply and observe the terms and conditions set out in the relevant Course Information Schedule, the terms and conditions of the Professional Conversion Programme, and the prevailing terms and conditions of the applicable funding schemes under WDA. The Applicant agrees that the aforesaid terms and conditions may be amended and/or varied by SMA and/or WDA from time to time and shall apply to the Applicant upon such amendment and/or variation;

(b) During the Course

The Applicant hereby agrees and undertakes that in the event that the Applicant is accepted into any Course:

(i) the Applicant shall conduct himself/ herself in a responsible, competent and professional manner at all times. The Applicant shall not in any way, intentionally, without valid reason, render himself/herself unable or unsuitable to pursue the Course;

(ii) the Applicant shall observe and abide by the applicable rules and regulations imposed at the venue(s) that the Course or any part thereof is conducted, including any premises at which any on-the-job training may be conducted;

(iii) the Applicant shall be responsible for the proper use and maintenance of all property and facilities belonging to SMA or any other party for whose premises or facilities are being used for the Course or any part thereof including any premises at which any on-the-job training may be conducted. The Applicant shall be responsible for any misuse of the premises, the property and/or facilities, and for any loss or damage thereto;

(iv) the Applicant understands and agrees that if any training allowance or training stipend (“Training Stipend”) is payable to the Applicant pursuant to the applicable WDA scheme, such Training Stipend shall only be payable subject to the conditions that the Applicant shall have duly attended not less than 75% of the Course (or such other minimum attendance requirement as SMA and/or WDA may determine from time to time), and shall have successfully completed all assessments and/or assignments as required, and the Applicant shall have duly complied with and observed all applicable terms and conditions to the satisfaction of SMA and/or WDA. Payment of such Training Stipend shall be made in the calendar month after the Applicant has fulfilled all conditions for such payment. In determining whether the Applicant has fulfilled the conditions, SMA’s decision shall be final. Payment of the Training Stipend shall be made in the Mode of Payment (unless otherwise agreed between SMA and the Applicant in writing); and

(v) the Applicant acknowledges and agrees that he/she will be required to attend not less than 75% of the Course (or such other minimum attendance requirement as SMA and/or WDA may determine from time to time) and to successfully complete any assessment and/or assignment (if any), both to the satisfaction of SMA and/or the relevant assessor, and to comply with all applicable terms and conditions, failing which the Applicant may be liable to SMA and/or WDA for all the relevant costs incurred in relation the Applicant’s participation in the Course including compensation for the subsidized portion of the Course fee and any Training Stipend (if applicable).

Without prejudice to the generality of Clause 2(b) above, where any Course includes on-the-job training, the Applicant hereby further agrees and undertakes as follows:

(i) the Applicant’s participation in the on-the-job training may be subject to the requirement by the OJT Trainer for the Applicant to enter into a separate agreement by the Applicant and the OJT Trainer setting out the terms and conditions relating to the on-the-job training. Failure to enter into such agreement may render the OJT Trainer not accepting the Applicant for the on-the-job training, and under such circumstances, SMA may in its discretion terminate the Applicant’s participation in the Course;

(ii) the Applicant shall at times keep all confidential information of the OJT Trainer or any third party that the Applicant obtains or acquires in the course of the on-the-job training confidential, and shall not use or disclose such confidential information to any third party without the prior consent of the OJT Trainer. This confidential provision shall survive the termination or expiration of this Agreement.

(d) General

The Applicant hereby further agrees and/or undertakes to SMA as follows:

(i) SMA shall have the discretion to determine all matters relating to the Professional Conversion Programme and the Course, and the Applicant shall accept and abide by all decisions made in relation thereto. In particular, and without prejudice to the foregoing, SMA has the right to change or vary the Course curriculum and/or the schedule and/or venue;

(ii) SMA shall have the right to deny entry to and/or to remove the Applicant from the Course, or from any venue(s) that the Course or any part thereof is conducted, including any premises at which any on-the-job training may be conducted as SMA may reasonably deem fit. Without prejudice to the foregoing, circumstances under which SMA may exercise such discretion include, without limitation, where the Applicant may have contracted any infectious disease, or if the Applicant’s presence or behavior is unduly disruptive to the proper conduct of the training;

(iii) the Applicant consents to SMA making audio and/or audio visual recordings and/or taking photographs of the Applicant in respect of his/her participation in the Course and all related or ancillary activities, and further consents and agrees to such recordings and/or photographs being used by SMA and/or WDA for its publicity and promotional purposes;

(iv) the Applicant shall observe and abide by all rules and regulations imposed on visitors to Caldecott Broadcast Centre or any other venue where the Classroom Training component of the Course may be conducted. The Trainee agrees to use SMA property and/or facilities only as permitted by SMA and with due care and consideration. The Trainee shall be responsible for any misuse of SMA property and/or facilities and for any loss or damage thereto;

(v) the Applicant shall not, and shall not permit any other person to use or reproduce any content or material (whether in whole or in part) provided to the Applicant in respect of the Course without prior written consent of SMA;

(vi) the Applicant shall secure employment in the media industry (or any other industry or area as may be stated in the Course Information Schedule) and shall fulfill any minimum service period as may be stated in the Course Information Schedule upon completion of the Course. SMA shall use reasonable endeavours to render assistance to the Applicants to source for employment opportunities upon the Applicant’s successful completion of the Course; and

(vii) the Applicant shall participate in any survey conducted by WDA and/or SMA relating to the Course, the WDA programmes and schemes, and to provide any up-date of his/her career status and progression and for any other tracking purposes as may be required by WDA and/or SMA.

3. FEE

Course Fee

3.1 The Fee (inclusive of applicable Goods and Services Tax) for the Course is set out in the Course Information Schedule. Any co-payment or subsidized amount of the Fee by WDA is subject to the Applicant meeting all the Eligibility Criteria and complying with and fulfilling all the Special Conditions to the satisfaction of SMA and/or WDA. Any Fee payable by the Applicant shall be made upon the Applicant submitting the Course Registration Form and shall be made by way of cheque to “Singapore Media Academy Private Limited”.

3.2 No Fee or any part thereof may be refunded except in the event that SMA does not proceed with or cancels the Course for any reason whatsoever. In such event, any refund of the Fee or such part thereof shall be made as soon as practicable.

3.3 Any extra materials required for the Course, and/or any assignment and/or assessment are not included in the Fee. The costs for any such extra materials shall be borne by the Applicant.

4. INDEMNITY

4.1 The Applicant shall indemnify and keep SMA and/or WDA and/or any of their respective subsidiaries, affiliates, licensees, agents, employees and assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable legal fees on an indemnity basis) which may be sustained or suffered by or secure against SMA and/or WDA and/or any of their respective subsidiaries, affiliates, assignees, licensees, agents, officers, directors or employees arising out of any breach by the Applicant of any of its covenants, representations, warranties or agreements contained in this Agreement, or arising from this Agreement.

4.2 To the extent permitted by law, SMA shall be under no liability whatsoever to the Applicant or his/her personal representatives in respect of any loss, damage or injury to life or property howsoever occurring. For the avoidance of doubt, SMA shall at no time be responsible to the Trainee for any grants, disbursements and/or allowances due under the Professional Conversion Programme from WDA or any other party.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 SMA shall own all intellectual property rights, including all copyright, goodwill and all other rights in respect of all content in respect of the Course (except for selected materials licensed from third parties) and all other works performed or created pursuant to or in the course of this Agreement (collectively referred to as "Intellectual Property Rights"). Where the Trainee is entitled to any Intellectual Property Rights by virtue or pursuant to any applicable laws in force in any part of the world, he/she shall assign to SMA all such Intellectual Property Rights for the whole period of such rights, including any renewal, reversions or extensions thereof.

5.2 Notwithstanding Clause 5.1, if any Intellectual Property Rights are to be retained by the Trainee, the Trainee hereby grants to SMA a perpetual irrevocable royalty-free license in relation to such Intellectual Property Rights.

5.3 This Clause 5 shall survive the expiry or termination of this Agreement.

6. CONFIDENTIALITY

6.1 Any confidential information acquired or obtained by the Applicant in the course of the Course or in relation to this Agreement shall be kept confidential, and the Applicant shall not use or disclose such confidential information to any third party without the prior written consent of SMA. This confidential provision shall survive the termination or expiration of this Agreement.

7. TERMINATION

7.1 SMA may forthwith terminate this Agreement by written notice to the Applicant in any of the following events:

(a) if the Applicant is in breach, or refuses, neglects or fails to comply with any terms and conditions herein, any applicable terms and conditions set out the Course Information Schedule, any terms and conditions of the Professional Conversion Programme, or any of the prevailing terms and conditions of the applicable funding schemes under WDA;

(b) if SMA is reasonably satisfied that the Applicant is guilty of any misconduct to render him/her not suitable to continue with the Course.

7.2 In event of termination, the Applicant shall forthwith cease to be allowed to participate in the Course or any activities in relation thereto and may be liable to SMA and/or WDA for all the relevant costs incurred in relation the Applicant’s participation in the Course. Provided Always that such termination shall be without prejudice to any other rights and remedies of SMA.

8. GENERAL PROVISIONS

8.1 No amendments: Save as provided herein, this Agreement shall not be altered, changed, supplemented, or amended except by written instruments signed by the Parties hereto.

8.2 No Partnership: Nothing in this Agreement shall constitute a partnership between the Parties hereto nor constitute one Party the agent or employee of the other Party or Parties and vice versa.

8.3 Assignment:

(a) All rights and obligations hereunder are personal to the Applicant and the Applicant shall not assign any such rights and obligations to any third party.

(b) SMA shall be entitled to assign any or all its rights and obligations under this Agreement at its discretion.

8.4 No Waiver: No failure by any Party hereto to exercise and no delay by any Party hereto in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise by any Party hereto of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by such Party.

8.5 Severance: Any one or more clauses, stipulations or provisions in this Agreement, or any part thereof, which is declared or adjudicated to be illegal, invalid, prohibited or unenforceable under any applicable law in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions of this Agreement, and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate, vitiate or render unenforceable any such clauses, stipulations or provisions in any other jurisdiction.

8.6 Notices:

(a) Any notices, demands or other communications required or permitted to be given or made hereunder to the Applicant shall be made to any of the contact particulars of the Applicant set out in the Applicant’s Application Form or the Course Registration Form or such other contact particulars as may be provided by the Applicant from time to time.

(b) Any notices, demands or other communication required or permitted to be given or made hereunder to SMA shall be shall be in writing by prepaid registered post to the registered address of SMA.

8.7. Contracts (Rights of Third Parties) Act: A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act to enforce any of its terms. The rights under the Contracts (Rights of Third Parties) Act are hereby expressly excluded.

8.8 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the substantive laws of Singapore. The Parties agree that the courts of Singapore shall have jurisdiction to hear and determine any action or proceeding arising out of or in connection with this Agreement and for that purpose irrevocably submit to the exclusive jurisdiction of such courts.