These Terms (including the Agreements and Policies) may be amended from time to time without any prior notice. You may determine if any such revision has taken place by referring to the date on which these Terms (including the Agreements and Policies) were last updated. Please visit the webpage of these Terms and, where available, the Agreements and Policies, frequently for the most current version before relying on any of the provisions in these Terms or the Agreements and Policies. Your continued access and use of the Site or participation in or use of the Services constitutes your acknowledgement and acceptance of such changes.
Chanced Private Limited (Singapore Company Registration No. 201918245Z) (the “Company”, and such references shall, unless the context otherwise requires, include all of the Company’s affiliates) owns and operates Sealed (an expert network) and provides the content on this website (the “Site”, and such references shall, unless the context otherwise requires, include all websites owned and operated by the Company) subject to the following terms and conditions (these “Terms”). By accessing and using the Site, and/or participating in or using the Services (defined below), you agree to these Terms. If you wish to access and use the site, and/or participate in or use any Services, such access, participation and/or use may be additionally subject to other agreements, terms and conditions, policies, frameworks and/or procedures as the Company may specify and/or publish from time to time (collectively, the “Agreements and Policies”). All Agreements and Policies are expressly incorporated into these Terms. In the event of any inconsistency between the terms set out here and the Agreements and Policies, the Agreements and Policies will prevail.
1. Services:1.1. The services provided by Sealed (the “Services”) are primarily related to the management and operation of an expert network for the purpose of facilitating the engagement of various experts (“Knowledge Partners”) to clients (“Clients”) seeking engagements with Knowledge Partners (“Engagements”), including but not limited to the following types of engagements:
(a) Expert calls (intelligence, data, information, knowledge, diligence);(b) In-person consultation/surveys/focus groups/user research/product testing;(c) Training/professional learning/corporate learning & development;(d) Mentorship/coaching;(e) Conferences/seminars/event speaker/talks/roundtable discussions;(f) Short-term consulting/contract work;(g) Mid to long-term consulting & advisory;(h) Board director/board advisor placement;(i) Executive search (Full-time placements);(j) Expert witness testimonies;(k) Corporate access & professional networking; and(l) Content creation: podcast, video, micro-learning, micro-credentials, reports.1.2. The Site and the Services are suitable only for persons who have legal capacity under the laws of applicable jurisdictions to enter into contractually-binding agreements. By using the Site or the Services, you are holding yourself out to have the relevant capacity to agree to these Terms.1.3. You may accept or agree to these Terms on behalf of a company or other legal entity. If you do so, you will be obliged to specify the company or other legal entity at the time that you engage any of the Services, and you represent and warrant that you have the authority to bind the company or other legal entity to these Terms. In such event, “you” and “your” will refer and apply to such company or other legal entity that you are acting on behalf of.1.4. The manner in which you may engage the Services shall be as published on the Site from time to time, or separately notified by the Company in accordance with these Terms.
2. Terms of Engagement2.1. The Company will provide the details of each Engagement, including (i) the nature of such Engagement, (ii) how the Engagement is to be carried out and (iii) the fees payable and the payment terms in respect of such an Engagement, the terms of which, when agreed, shall become binding on the relevant parties and form part of these Terms as an Agreement and Policy.2.2. All Engagements are subject to the Company’s Compliance Framework, which can be found here: https://sealed.network/compliance. By participating in an Engagement, you agree to adhere to the Compliance Framework, whether as a Knowledge Partner or a Client, and not to engage in any action or inaction that will result in a breach of the Compliance Framework. This means that as Clients, you should not in any way encourage or facilitate the breach of a Knowledge Partner’s obligations.2.3. If you have registered as a Knowledge Partner, you acknowledge and agree that you may be reached out to by the Company for Engagements. All Knowledge Partners must provide a compliance declaration and undertaking in the form prescribed by the Company from time to time, at the time of registration as a Knowledge Partner and prior to each Engagement.2.4. Your participation and use of the Services shall at no time deem a relationship other than that of independent contractors unless a separate written agreement to the contrary is entered into.2.5. To participate in or use the Services, you agree to provide all reasonable support requested by the Company for the purpose of performing any necessary background checks or verification of any information provided by you to the Company.2.6. The Company will retain the right at all times to refuse any request to participate in or use the Services and remove any registration as the Company in its sole and absolute discretion deems fit. The Company retains full discretion in whether an Engagement is allowed to take place, and is under no obligation to ensure or procure any Engagements.
3. Non-circumvention3.1. The Company provides the Services to facilitate Engagements between Knowledge Partners and Clients. By participating in or using the Services, you acknowledge and agree that the Company has a legitimate interest to protect in preventing any circumvention to the Services as the result of your participation in or use of the Services.3.2. You agree not to, directly or indirectly, engage in any Circumvention Conduct. “Circumvention Conduct” means contacting, discussing, or transacting any business relating to any Service or any Engagement (or a substantially similar service or engagement) with any persons to whom you are first introduced through the Company, without the prior written consent of the Company. This obligation will apply in respect of an Engagement while that Engagement or discussions relating to that Engagement is ongoing, and for a period of 12 months after the Engagement. If you engage in any Circumvention Conduct, the Company reserves the right to impose such fees as may be in accordance with the Company’s usual practice and Agreements and Policies then in existence.
4. Representations and WarrantiesIn using or participating in the Services, you represent and warrant at all times that:4.1. you are not prohibited or limited in any way from participating or using the Services which you intend to or do participate in or use, whether by any law, regulation or contractual or legal obligation;4.2. all information provided and/or disclosed by you to the Company is, to the best of your knowledge, true, accurate and not in any way false or misleading, and by providing such information, you are able to and have granted the Company the necessary licences to publish and disseminate such information, unless otherwise expressly agreed with the Company in writing;4.3. you are and will continue to be in compliance with all applicable laws and regulations, including all applicable data protection laws (in particular, but not limited to, in relation to any data, which is subject to such data protection laws, that you obtain as a result of your participation in or use of the Services), anti-corruption and anti-bribery laws, securities laws and anti-money laundering laws;4.4. you are capable of and will continue to be in compliance with these Terms (including, in particular for Knowledge Partners, the Agreements and Policies) in respect of all Engagements in which you participate in; and4.5. you do not intend to and will not, disclose or attempt to use any Restricted Information that is disclosed to or known by you because of your participation or use of the Services, until or unless such Restricted Information has become publicly available through no action of your own, or required under any applicable law. “Restricted Information” refers to any information that is expressed to be confidential or should reasonably be considered confidential, including the identities of other participants or users, non-public business information or transactions, and proprietary information.
5. Intellectual Property
All content, trademarks, service marks and logos contained in the Site (the “Intellectual Property”) are either owned or licensed to the Company, subject to all applicable intellectual property laws and regulations. As a condition of your access and use of the Site, you agree to indemnify, defend and hold harmless the Company, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from any unauthorised use of the Intellectual Property arising out of your access to and use of the Site.
6. Disclaimer of Warranties6.1. Some of the content on this Site, including without limitation, the text, software, scripts, graphics, videos and other forms of content is created and developed by Knowledge Partners and provided to the Company for the purposes of and in connection with the Services, including but not limited to publication on this Site and dissemination to potential Clients (“KP Content”). KP Content includes, among other things, curricula vitae, presentations and Knowledge Partner biographical information and Knowledge Partner employment information. The Company cannot guarantee and makes no representations as to the accuracy or quality of KP Content, all of which is offered “as is.” The Company does not own, develop, endorse, and is not responsible for KP Content. The use of a company or entity name in a Knowledge Partner’s biographical or employment information should not be construed as an express or implied endorsement by the Company or an express or implied endorsement by the Company of such company or entity.6.2. The content and functionality on the site is provided with the understanding that the Company or any persons engaged as a result of the Services is not for the purpose of providing any professional or regulated advice and services. All content and functionality on the Site are provided “as is,” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The Company makes no warranties, express or implied, as to the ownership, accuracy, or adequacy of the content of the Site, or that the functionality on the Site will be uninterrupted or error-free. You hereby acknowledge that your access and use of the Site is at your sole risk. Under no circumstances shall the Company or any of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns be liable for any damages, including direct, incidental, punitive, special, consequential or exemplary damages that directly or indirectly result from the use of, or the inability to use, the Site or the content of the Site or obtained from your use of the Site, including for viruses alleged to have been obtained from the Site, even if the Company has been advised of the possibility of such damages or losses and regardless of the theory of liability.
7. Limitation of Liability and Indemnification7.1. To the extent permitted under applicable law, the Company shall not be liable to you or any third party for any special, incidental, indirect, punitive, exemplary or consequential damages (including without limitation any loss of profits, loss of business or anticipatory profits, loss of use, loss of revenue, loss of goodwill, or any interruption of business), whether based on breach of contract, tort (including negligence) or otherwise, whether or not you or the third party have been advised of the possibility of such damage.7.2. The liability of the Company for damages or alleged damages hereunder, whether in contract, tort or any other legal theory, is limited to, and shall not exceed, an amount equal to the sum of the payments made or are payable in connection with the Services with respect to which the liability arises.7.3. As a condition of your participation in or use of the Services, you agree to indemnify, defend and hold the Company, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise directly or indirectly out of or from (a) your violation of these Terms; (b) your use of the Site or your participation in or use of the Services; or (c) your violation of the rights of any third party.
8. Third-Party Websites
The invalidity or unenforceability of any provision of these Terms shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms.
10. Governing Law
These Terms shall be governed and construed in accordance with Singapore law.
11. Dispute Resolution (Arbitration)
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “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 appointed in accordance with the SIAC Rules and the language of the arbitration shall be English.
Last Updated: 1 July 2020