Terms & Conditions

These Terms & Conditions constitute the agreement (the “Agreement”) between Singapore Airlines Limited (“SIA”) and each company (the “Company”) for the provision of Services (as defined herein). The Company wishing to engage such Services shall be deemed to have read and accepted the Agreement, and is responsible for keeping itself informed of the latest form of the Agreement, which is posted on SIA's website at https://www.singaporeair.com/en_UK/about-us/Singapore-Airlines-Academy/Terms-and-Conditions/ as amended by SIA from time to time


Services

SIA will, during the Term of this Agreement, provide instructor-led training services to the Company.

 

Course Materials

SIA will inform the Company in writing prior to the start date of the relevant course if there are:

  1. any pre-course assignments for course participants;

  2. any amendments or supplements to existing course materials;

  3. any necessary books or case studies for participants, that the Company should place orders for; or

  4. any other special requirements regarding course work.

    (collectively referred to as the “Materials”)

 

Intellectual Property Rights

  1. All intellectual property rights including the trade marks, copyright, goodwill, patents, know-how, trade secrets and other intellectual property rights (“IP Rights”) associated with any pre-existing content and materials created by each of the Parties prior to the execution of this Agreement shall be and shall remain the sole and exclusive property of the respective Parties.

  2. All IP Rights whether now known or hereafter becoming known and comprised or subsisting in the Services, any derivative content or materials, manuals, including but not limited to concepts, methodologies, processes, techniques and course outlines and materials shall be the sole and absolute property of SIA, and shall not be used by the Company other than in conjunction with the Services.

  3. The Company hereby grants to SIA a perpetual and royalty-free license to use and apply the IP Rights owned by or duly licensed to the Company (the “Company's IP Rights”) for the purposes of providing the Services under this Agreement, including but not limited to the use of the Company name, trade mark and/or logos for marketing and publicity by SIA.

  4. The Company represents and warrants that the Company's IP Rights do not infringe any intellectual property rights of any third party, and agrees to indemnify, defend and hold harmless SIA from and against any and all liabilities, losses, damages, costs, expenses, actions, claims, demands, proceedings and other liabilities relating to the actual or alleged infringement of any intellectual property right arising out of the use of the Company's IP Rights by SIA.

  5. Subject to Clause c herein, no Party shall use the name, logos, trademarks or service marks of the other Party/Parties for any purposes whether in relation to any advertisement or other form of publicity without obtaining the prior written consent of the other Party/Parties save as required by any applicable law or governmental regulation.

 

Course Runs

  1. Schedules

    1. The available course run dates and duration of each course shall be as published in the enrolment form (“Enrolment Form”) provided to you by SIA. Upon the selection of your desired courses and dates, SIA will assess your request and you will receive a confirmation email (“Confirmation”) indicating the availability of such courses and dates. However, if such courses and/or dates are unavailable, SIA will contact the designated training coordinator (“Training Coordinator”) of the Company stated in the Enrolment Form to perform a rescheduling.

    2. The Company agrees to the training venue(s) as decided and notified by SIA. Participants shall be released for tea breaks and lunch in accordance with the programme outline.

  2. Notification of Scheduling Requirements

    1. SIA may reschedule the course upon providing written notice to the Company.

  3. Instructors

    1. SIA will provide an instructor with the relevant subject matter expertise and training experience.

    2. In the event of illness or other unforeseen circumstances, SIA shall either provide a suitably qualified substitute instructor or reschedule the course, as may be mutually agreed by the Parties.

  4. Participants

    1. If any participant(s) from the Company is unable to attend, the Company is entitled to designate another representative from his/her company to participate in the training at least 5 business days prior to the commencement of the relevant course. The Company will incur no additional costs in relation to this replacement of participant.

 

Term, Termination and Renewal

  1. This Agreement shall take effect from the date of the Confirmation until [the last day of the course run as stated in the Confirmation] (the “Term”)

  2. SIA is entitled to terminate this Agreement at its sole discretion, including but not limited to termination in the event of insufficient participation or instructor illness, for which SIA may undertake reasonable efforts to reschedule the training session prior to such termination.

  3. In the event of rescheduling, the terms within this Agreement will continue to apply to the relationship between SIA and the Company, save for an amendment to the course run date(s) (the “Rescheduled Timelines”) of the Agreement. The Company will receive training credits (“Training Credits”) equivalent to 100% of the course fees that it has paid to SIA if SIA receives notice of termination 10 or more business days before the earlier of (i) the first day of training as stated in the Confirmation, or (ii) the first day of training according to the Rescheduled Timelines (the “Relevant Start Date”). The Company will not receive any Training Credits if the notice of termination is received by SIA less than 10 business days before the Relevant Start Date.

  4. Training Credits may only be used to enrol in future course runs provided by SIA and may not be used for any other purposes.

 

Payment

  1. Course Fees and Form of Payment

    1. The fees payable by the Company to SIA for the Services (“Course Fees”) are set out in SIA's invoice to the Company.

    2. Full payment of invoiced amount shall be made by the Company within 30 days from date of invoice or 14 days before course commencement date, whichever is earlier. Prevailing and required taxes by law will be included and indicated on the invoice.

    3. The Company shall be deemed to have breached this Agreement if it does not pay following receipt of a reminder sent by SIA once the due date has been reached. SIA reserves the right to charge a late payment fee of 3% per month on outstanding overdue invoices and is entitled to terminate this contract with the Company.

  2. Taxes

    1. “Taxes” shall be defined as all taxes, fees, charges or duties and any interest, penalties, fines, or other additions to tax, by whatever name called, including, but not limited to, goods and services, sales, use, value-added, gross receipts, stamp, excise, transfer and similar taxes imposed by any domestic or foreign taxing authority, arising out of or in connection with this Agreement.

    2. Each Party shall be responsible for all Taxes on its own income.

    3. Unless otherwise stated, all prices in this Agreement are exclusive of goods and services tax (GST), value-added tax (VAT) or similar levies. SIA shall ensure that each of its invoices issued, if any, shall be a tax invoice which complies with the Singapore Goods and Services Tax Act (Chapter 117A of Singapore). Each party shall provide any documentation that the other party may reasonably require to claim any credit, set-off, rebate or refund in relation to any amount of tax paid or payable in respect of any supply.

 

Liability and Insurance

  1. Unless to the extent caused by SIA's gross negligence or wilful misconduct, SIA will not be liable to the Company, its affiliates, and their respective directors, employees, servants and agents, for any and all claims, damages, losses, expenses, costs, disbursements, howsoever arising.

  2. The Company will before commencement of this Agreement take out and maintain at its cost, necessary insurance policy(ies) (including, but not limited to public liability insurance and work injury compensation insurance if required under the Work Injury Compensation Act (“WICA”)) sufficient to cover its liabilities for the entire period of this Agreement with a reputable insurance company(ies).

  3. SIA's entire liability under any provision(s) of this Agreement and for any breach(es) of this Agreement shall not exceed the amount paid to SIA by the Company pursuant to this Agreement.

  4. The Company acknowledges that the limitation of liability in Clause 7.c is a reasonable limitation based upon the fees charged by SIA. The Parties acknowledge that they have fully considered the allocation of risk in Clause 7.c and find it reasonable, and that the limitation in Clause 7.c is an essential basis of the bargain between the Parties.

  5. For the purposes of this Clause 7, 'SIA' is defined as Singapore Airlines Limited, its subsidiaries and affiliates, the assignees of each of the preceding, and each of their respective directors, officers, employees and agents.

 

Data Protection

Notwithstanding anything to the contrary herein, both Parties acknowledge that they are aware of and are in compliance with the requirements under all applicable data protection law, including but not limited to the Personal Data Protection Act of Singapore, and agrees to comply with this Clause 8. Either Party shall have the right to terminate this Agreement if the other Party is found not to be in compliance with this Clause 8.

  1. Purpose of Data Sharing

    1. The Parties Process Shared Personal Data for the purpose of facilitating the provision of training services by SIA for the employees of the Company (“Purpose”). Each Party shall in respect of Personal Data act as a data controller, subject to the terms of this Agreement.

    2. Each Party agrees to only Process the Shared Personal Data in accordance with this Agreement, for the Purpose and the Parties shall not Process Shared Personal Data in a way that is incompatible with the Purpose. In no event shall either Party process any Shared Personal Data for the purpose of direct marketing to employees of the Party from which it received the relevant Shared Personal Data, unless the relevant consents required under the Data Protection Laws have been obtained.

    3. The Parties shall ensure Shared Personal Data comprises only data or information of employees of both Parties that is necessary for the Purpose, including both Parties' employees' names and contact numbers, and where necessary, the curriculum vitae and/or resume of SIA's employees conducting the training.

    4. Each Party shall comply with all applicable Data Protection Laws to the extent relevant to its processing of Shared Personal Data or its obligations under the Agreement.

    5. The Parties agree that all Shared Personal Data shall not include the Personal Data of any data subject who is in the European Union ("EU Data Subject”) and if the Company becomes aware of the Personal Data of any EU Data Subject, then the Company shall immediately notify SIA in writing and agrees to undertake all necessary actions as may be required by SIA for the protection of such EU Data Subject, including but not limited to the entry into of agreements and the standard contractual clauses for the transfer of personal data to controllers established in third countries set out in the European Commission Decision 2004/915/EC 1 and any amendments or replacements to such decision.

  2. Protection of Shared Personal Data
    1. Each Party shall, and shall procure that its Representatives shall:
  •  in relation to the Shared Personal Data, obtain consent (where necessary) and/or provide notice to employees in accordance with Data Protection Laws to enable Shared Personal Data to be provided to, and used by, the other Party as contemplated by the Agreement;

  • Process the Shared Personal Data for no longer than is necessary to carry out the Purpose and in any event not longer than any statutory or professional retention periods applicable under any Data Protection Laws, and shall return or delete any Shared Personal Data once the Processing of the relevant Shared Personal Data is no longer necessary for the Purpose;

  • Not transfer Shared Personal Data that constitutes Personal Data outside of Singapore;

  • comply with its obligations pursuant to Part V of the PDPA (Access to and Correction of Personal Data), and where requested by the other Party in relation to any Shared Personal Data, assist the other Party to comply with the same rights to the extent necessary, including:

  • assisting the other Party with any subject access requests which it may receive from individuals to whom any Shared Personal Data relates; and

  • carrying out any reasonable request from the other Party to amend, restrict, or delete any Shared Personal Data;

    • notify the other Party promptly and in any event within 24 hours after the other Party learns of any misappropriation or unauthorized access to, or disclosure or use of, the Shared Personal Data; and

    • implement and maintain adequate technical and organisational measures against unauthorised or unlawful Processing of, accidental loss or destruction of, or damage to, the Shared Personal Data, including without limitation to:

      • maintain the security and confidentiality of the Shared Personal Data; and

      • protect against reasonably anticipated threats or hazards to the security or integrity of the Shared Personal Data;

    1. The Parties agree to negotiate in good faith modifications to this Agreement if changes are required for a Party to continue to Process the Shared Personal Data in compliance with Data Protection Laws or to address the legal interpretation of Data Protection Laws, including to comply with any amendments to the PDPA.

  1. For the purpose of this Clause, the following terms shall have the following meanings:

    "Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore;

    "Data Protection Laws" means, all applicable data protection laws as amended, consolidated, re-enacted or replaced from time to time, and as may be relevant to the Processing of the Personal Data, including but not limited to the Singapore Personal Data Protection Act 2012 (“PDPA”);

    "Personal Data" means data, whether true or not, about an individual who can be identified either from that data or from that data when combined with other information to which an entity has access or is likely to have access;

    "Process", "Processed", "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

    “Purpose” has the meaning given in Clause 8.a.1;

    "Representatives" means, as applicable in relation to a Party, its directors, officers, employees, agents, consultants, advisers, subcontractors or other representatives and the directors, officers, employees, agents, consultants, advisers, subcontractors or other representatives of each of the Parties; and

    “Shared Personal Data” means Personal Data each Party provides to, or receives from the other.

 

Confidentiality and Publicity

  1. Each Party shall not disclose to any third parties the documents, information and data (including, but not limited to, personal data), received from another Party pursuant to this Agreement or under any activity of cooperation as may be initiated or implemented thereunder, or the provisions in this Agreement, without the written consent of the other Parties, unless:

    1. the disclosure or use is required by applicable law, regulation, court order or by any governmental or regulatory authority (including any relevant stock exchange);

    2. the disclosure is made to professional advisers of any Party;

    3. the information becomes publicly available (other than by breach of this Agreement); or

    4. the information is independently developed by the receiving Party.

  2. Without derogating from the above obligation, the Company shall not issue any media release or social media post concerning the whole or any part of the contents and/or subject matter of this Agreement, or communicate with the media or any third party on the subject matter of this Agreement or on any matters relating to SIA without the prior written consent of SIA.

  3. SIA shall be provided a draft of the media release or social media post by the Company for review and approval prior to release.

 

Force Majeure

Neither Party will be liable for any default and delay in the performance of its obligations under this Agreement (other than payment obligations) if and to the extent the default or delay is caused, directly or indirectly by, without limitation, acts of God, war, government laws, regulations, guidelines or advisories, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, epidemics, pandemics or other public health emergency, or any other emergency beyond the Parties' control (“Force Majeure Event”) making performance of this Agreement commercially impracticable, inadvisable, illegal or impossible or which materially affects a party's ability to perform its obligations or exercise its rights under the Agreement in whole or in material part.

 

Notices

  1. Any notice, demand and/or communication under this agreement shall be in writing and delivered personally or sent by prepared registered post, courier, or email and addressed to the Training Coordinator of the Company.

    If to SIA:

    Head of Singapore Airlines Academy

    Singapore Airlines Academy Singapore Airlines Training Centre (STC) 720 Upper Changi Road East Singapore 486852

    Email: theacademy@singaporeair.com.sg,

  2. Each Party will notify the other in writing of any change of address or number within fifteen (15) days of such change.

  3. Any such notice, demand or communication shall be deemed to have been duly served on and received by the addressee at the time of delivery (if delivered by hand); three (3) business days after date of posting (if sent by prepaid registered post); or upon receipt of return receipt (if sent by email). In proving service it shall be sufficient to show that the notice or other document was contained in an envelope which was duly addressed and posted or delivered; if by courier, the next business day after the date of courier; or in the case of electronic transmission, on despatch of the notice from the sender's outbox, unless a delivery failure notification is received by the sender . For the purpose of this Agreement, the term “business day” shall mean a day, other than a Saturday, Sunday or public holiday in Singapore.

 

Governance

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore, to which the Parties hereby irrevocably submit.

No provision of this Agreement shall be construed against or interpreted to the disadvantage of SIA for the reason that SIA had drafted or proposed such a provision.

During the Term of this Agreement and for a period of twelve (12) months after any termination or expiry of this Agreement, the Company shall not, and shall procure that all its subsidiaries and related companies do not, without the prior written consent of SIA, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit or attempt to solicit, offer employment, divert or hire any person who is employed by SIA.

 

General Provisions

  1. The rights and obligations under this Agreement shall not be assignable or transferable by any Party without the prior written consent of the other Party.

  2. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap 53B of Singapore) to enforce or enjoy the benefit of this Agreement.

  3. The Agreement (including the Enrolment Form and Confirmation as incorporated by reference herein) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous agreements between the Parties, prior representations, agreements, statements and understandings, whether verbal or in writing.

  4. SIA reserves the right to amend the terms and conditions in this Agreement at any time without prior notice.

  5. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision. The provision of this Agreement that is contemplated to be enforceable after the termination of expiry of this Agreement shall survive the termination or expiry of this Agreement.

  6. The relationship of the Parties hereunder shall be of independent contractors. Nothing in this Agreement shall constitute a partnership between the Parties hereto nor constitute one Party the agent of the other Party and vice versa. Except as set out in this Agreement, no Party shall have express or implied authority to bind or represent the other Party for any purpose whatsoever without the express written agreement of the other Party.

  7. No failure or delay by a Party to exercise any right, power or remedy shall operate as a waiver of it nor shall any partial exercise preclude any further exercise of any right, power or remedy, or of some other right, power or remedy.

  8. Notwithstanding anything in this Agreement to the contrary, Clauses 3, 7, 8, 9, 12, 13, 14, and 15.h will survive the expiration or early termination of this Agreement. The termination or expiration of this Agreement will not relieve either Party of any obligation or liability accruing prior to the effective date of such termination. All other rights and obligations of the Parties, unless expressly provided otherwise, will cease upon termination or expiration of this Agreement.