Background:

1. Client is engaging Freelancer for the provision of freelance business services.
2. Client and Freelancer are both engaging Ravenry to facilitate the provision of business services between themselves. 
3. This Agreement governs the relationship between the parties and sets out the terms and conditions upon which the Parties have agreed.

Terms of the Agreement: 

1. Terms
   1. Services. Details of the services to be provided by Freelancer to Client (the “Services”) are as agreed to by the Parties on the Platform (as defined below). 
   2. Engagement of Ravenry. Client and Freelancer agree to engage Ravenry to facilitate the provision of Services by Freelancer to Client through:
      1. the provision of a platform at https://app.theravenry.com/ (the “Platform”) for Parties to discuss, agree, or otherwise communicate about the provision of the Services; 
      2. the provision of dispute resolution services concerning the performance of the Services, where such decision made by Ravenry shall be final; and
      3. the provision of an escrow service whereby Ravenry shall hold monies payable by Client to Freelancer until the satisfactory completion of the Services and facilitate the payment thereof in the event of a dispute arising.
   3. Service Fees. In return for Freelancer performing the Services, Client agrees to pay to Freelancer the Service Fees as agreed between the Parties. Such Service Fees will be paid into escrow with Ravenry. 
   4. Ravenry Fees. In return for the engagement of Ravenry, Freelancer agrees to pay to Ravenry the Ravenry Fees as set out by Ravenry. 
   5. Currency and Transaction Fees. All fees and payments, including refunds, arising from this Agreement shall be denominated in United States Dollars (USD). In transactions with Ravenry, Client agrees to bear any transaction costs, foreign exchange gains or losses, or any other costs relating to currency conversions. 
   6. Variation. The terms and fees of this Agreement may only be varied by parties through the use of the Platform or any other method prescribed in writing by Ravenry. To protect the interest of the Parties, Parties’ communication on the Platform shall be the only record of variations to these terms for the purpose of Ravenry’s dispute resolution service. 
2. Term and termination
   1. This Agreement shall commence on the date of this Agreement and continue in effect thereafter until the Services have been performed satisfactorily, or until the Agreement is terminated pursuant to this Clause 2 (the “Term”). 
   2. Client or Freelancer may terminate this Agreement with 7 days’ written notice to the other Parties in the event of a material breach thereof, or where:
      1. either Party becomes uncontactable before the satisfactory completion of the Services;
      2. there is unreasonable behaviour or gross misconduct by either party, including but not limited to threatening or abusive behaviour; or
      3. termination is allowed under Ravenry’s Refund Policy available at [https://theravenry.com/refunds]. 
   3. Ravenry may at its sole discretion terminate this Agreement with 7 days’ written notice to the other Parties. 
   4. Where there is any dispute as to the interpretation of this clause, Parties agree that Ravenry is entitled to make the final determination. 
3. Escrow service
   1. Ravenry will provide Client and Freelancer with an escrow service according to the following terms:
      1. Client shall pay Ravenry the full amount of Service Fees no later than [3] days from the date of this Agreement; 
      2. Ravenry shall pay Freelancer the Services Fees accrued during each month on a monthly basis on or before the 7th day of the following calendar month; 
      3. Ravenry Fees payable by Freelancer to Ravenry that are accrued each month will be set off against monthly Service Fees payable by Ravenry to Freelancer.
4. Ownership of documents and intellectual property
   1. Client shall retain all Intellectual Property Rights in all information or data provided by Client to the other Parties, whether orally or in writing, in the form of documents, data, diagrams, models, specifications, drawings, designs, samples, reports, accounts, oral disclosures and/or otherwise (“Client Information”).
   2. Client grants to Freelancer and Ravenry a revocable license to use the Client Information for the purpose of providing the Services.
   3. All intellectual property rights arising out of or in connection with this Agreement shall immediately be assigned to and vest in Client, subject to any express written agreement to the contrary. 
5. Confidentiality
   1. “Confidential Information” generally refers to information not available to the public, and includes but is not restricted to:
      1. client lists and details;
      2. financial information;
      3. business and fund-raising plans;
      4. litigation plans;
      5. any information on the legal rights and obligations of any Party;
      6. any information which may affect the business position and reputation of any Party; and
      7. any information known to be confidential.
   2. Parties shall not at any time disclose any Confidential Information obtained in the course the performance of this Agreement, subject to prior written consent. 
   3. This confidentiality clause shall operate retrospectively to include information disclosed before the date of this Agreement.
6. Personal data protection
   1. “Personal Data” as used in this Agreement is defined as referring to information from which a person may be identifiable, including but not limited to the person’s name, nationality, NRIC number, telephone number, gender, email address, and/or any information about the person that has been or may be collected, stored and used by Ravenry from time to time.
   2. Parties consent to Ravenry’s use and processing of their Personal Data for its business and activities. Ravenry hereby undertakes to use, process and store Parties’ Personal Data in accordance with the requirements of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
7. miscellaneous
   1. Entire agreement and severability. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter.
   2. Whenever possible, each clause of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any clause of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
   3. No partnership. Nothing contained or implied in this Agreement creates any partnership, agency or trust, and no party has any authority to bind another party in any way.
   4. Variation. Subject to this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
   5. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
   6. Third party rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, (Cap 53B, 2002 Rev Ed) to enforce or to enjoy the benefit of any term of this Agreement. 
   7. Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Singapore.
   8. Jurisdiction. Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.