SIGRID.AI TERMS AND CONDITIONS
These terms and conditions of service will form an agreement (‘this Agreement’) between Sigrid.AI Pte Ltd (Reg No 201621806Z) (‘Sigrid.AI ‘, ‘we’, ‘us’, ‘our’, etc.) and any person, incorporated or unincorporated, (the ‘Client’, ‘you’, ‘your’, etc.) on the earlier to occur of (a) them being accepted online by you or on your behalf and (b) when you commence using the EA Service (defined below) (the ‘Start Date’).
1.1 APPOINTMENT OF SIGRID.AI
Sigrid.AI provides its Clients with a full-time or part-time Executive Assistant service (the ‘EA Service’) at the fixed Monthly Subscription (defined below). As described on https://sigrid.ai/, the EA Service includes travel management, calendar and meeting management, expense management/tracking and various other service areas that a Client may reasonably expect an executive assistant to provide to them. Subscriptions are personal and the EA will only accept instructions from users named in the service agreement.
Sigrid.AI may also provide its Clients with a subset of the Executive Assistant service (a 'specialist service'), such as for instance an expense management service, or a travel management service. When subscribed to separately, such specialist services shall also be covered by the term ‘EA Service’ and everything in these terms and conditions applies, unless explicitly relating only to a specialist service that is not part of the Client's subscription.
The Client appoints Sigrid.AI to provide on the terms and subject to the conditions set out in this Agreement such EA Services as the Client nominates at any time and from time to time by making a request for such EA Services. Sigrid.AI accepts that appointment.
1.2 ASSIGNMENT OF EXECUTIVE ASSISTANT TO THE CLIENT
Sigrid.AI will forthwith after this Agreement comes into effect assign a properly qualified and experienced individual as a remote executive assistant primarily responsible for providing the EA Services to the Client (the ‘EA’). For Clients subscribing to shared EA services or individual specialist services, the term EA applies to the pool of assistants or specialist(s) primarily assigned to deliver the service to the Client.
Such EA will serve as the Client’s main point of contact with Sigrid.AI and function as the client's account manager, resolving all complex tasks personally, while delegating to a team of associate EAs or specialists for less complex work and specialist tasks like travel, expense management, and research.
The Client’s EA, associate EAs and other employees of Sigrid.AI that support them in providing the EA Service to the Client are referred to in this Agreement as ‘the Client’s EA’ or as ‘their EA’.
1.3 WORKING WITH AN EXECUTIVE ASSISTANT
The Client’s EA will be reachable on weekdays during the hours (the ‘Live Support Window) stated in the service agreement presented to the Client by Sigrid.AI prior to the onboarding in connection with their first fees. The Live Support Window is the time slot during weekdays where the client can have real-time communication with your EA. This is also the time when your EA can participate in meetings, calls, etc. Subscriptions for shared EA services and specialist services do not include a Live Support Window.
All EAs and support staff will be servicing multiple clients simultaneously, and the actual resolution of the Client's tasks may take place both inside and outside of the Client's Live Support Window depending on the urgency and the resources required.
The Client's EA will perform the number of hours of support on the Client’s behalf (the "Hours of Support per Month" stated in the service agreement). Support hours do not roll over to subsequent months. Sigrid.AI will ensure that resources are available to provide up to 30% of the monthly hours in any given work week and will endeavor to support peak support requirements that exceed that. Clients are requested to advise their EA in as far in advance as possible of such needs to allow proper capacity planning. If the Client’s support needs exceed the expected level, Sigrid.AI will inform the Client with the option to adjust their subscription level or buy Additional Hours of support at the price stated in the service agreement. If stated in the service agreement, the client may share the client may share the contracted support hours with one or more family members or colleagues working in the same company (the "Additional Users" stated in the service agreement). Such additional users may not have access to all services that the primary user does.
Each year, for training and other purposes, Sigrid.AI may announce to its clients up to five ‘Sigrid.AI Non-Working Days’, where the Sigrid.AI service will not be available. Such days will be announced with at least two months’ notice in each case.
The Client will communicate with their EA via the Sigrid.AI mobile app. For dedicated EA plans, communication can also take place via email and other generally-accepted electronic method of communication – that is, telephone, SMS and other agreed messaging services (for example, Telegram) and Internet-based voice and/or video channels (for example, Skype).
Within the Live Support Window, the EA will endeavor to acknowledge all task requests from the Client within 30 minutes of receipt. If communication is market Urgent or Critical, the EA will endeavor to acknowledge within 15 minutes. Requests marked Critical will also be acknowledged outside the Live Support Window whenever possible. The actual resolution of tasks may happen both inside and outside the Live Support Window depending on the urgency and the resources required.
The Client is responsible for assigning tasks in their sole discretion to their EA to carry out in accordance with the Client’s direction. The Client is also responsible for providing their EA with sufficient information, background or other instructions to reasonably enable the requested EA Service to be performed by Sigrid.AI.
The Client may authorize their EA to make decisions on behalf of the Client about, for example, the way in which they carry out any task assigned to them or to otherwise exercise their discretion in completing an assigned task. (For example, the Client may authorize their EA to decide which hotel to book for the Client in a particular city or to source a suitable airport transfer service at a particular airport). Sigrid.AI is not responsible for the outcome of any such decision not meeting the Client’s expectations.
If the Client provides Sigrid.AI with information in order for their EA to carry out a task for the Client (for example, to edit and/or format a business plan or presentation) and the Client owes a duty of confidentiality to a third party (such as their employer) in connection with that information then, as between Sigrid.AI and the Client, the Client is solely responsible for ensuring that the Client is authorised to disclose that information to Sigrid.AI.
The Client may assign their EA the task of sourcing text, images and/or other content for use by the Client, whether privately (such as in a Board or customer presentation) or publicly (such as on a website or in a brochure or other marketing materials). The Client does so at their own risk and Sigrid.AI is not liable for any infringement of copyright or of any other intellectual property. The Client must ensure that the Client obtains all necessary permissions for using any such material so that nothing done by the Client’s EA at the request of the Client infringes the intellectual property rights of any third party.
The Client hereby indemnifies Sigrid.AI against, and holds harmless both Sigrid.AI and their EA from, any loss, liability, claim or damage resulting from any actions or inactions of the Client in connection with, or related to, and task assigned by the Client to their EA. This includes, without limitation, any liability in connection with breach of confidentiality or infringement of intellectual property rights, as mentioned above. However, it does not operate if the loss, liability, claim or damage is caused by the gross negligence of wilful misconduct of Sigrid.AI.
1.4 PERFORMANCE OF SERVICES
Sigrid.AI will perform the EA Services with reasonable skill, care and diligence as would be reasonably expected from a service provider retained for the purpose of the EA Services and with a similar level of expertise and knowledge as a typical well-trained, experienced personal assistant working on site.
Sigrid.AI will use reasonable commercial endeavors to provide the EA Services securely and free of any material errors and otherwise in accordance with generally-accepted commercial practices.
1.5 PAYMENT FOR EA SERVICE
Sigrid.AI and the Client will agree on a case-by-case basis and confirm in a proposal or service agreement sent to the Client by Sigrid.AI subject to the terms of this Agreement, the amount to be paid by the Client on a monthly in advance basis on or before the 1st day of each calendar month during the term of this Agreement (the ‘Monthly Subscription Amount’) reflecting, among other things as may be agreed between Sigrid.AI and the Client, including the number of Live Support Window and the Hours of Support per month.
All amounts payable by the Client to Sigrid.AI under this Agreement must be made via the payment mechanism provided on https://sigrid.ai or on the invoice issued by Sigrid.AI.
1.6 PAYMENT TERMS, DISBURSEMENTS, NON-PAYMENT AND ADJUSTMENTS
All payments under or contemplated by this Agreement must be remitted by the Client to Sigrid.AI in US dollars free and clear of any withholding taxes or other taxes or deductions whether levied on or payable by the Client or Sigrid.AI.
Whenever Sigrid.AI pays any expense on behalf of the Client, including by using the payment card details provided by the Client to Sigrid.AI for that purpose, and for any reason whatsoever Sigrid.AI is not reimbursed immediately by the Client (for example, if the payment card transaction is declined or later reversed) the Client agrees that Sigrid.AI may immediately charge the unpaid amount to the Client’s payment card provided to Sigrid.AI for the purpose of paying the Client’s Monthly Subscription Amount. If any amount due and payable in accordance with the terms of this Agreement is unpaid for seven days or longer, Sigrid.AI may at its option immediately suspend provision of the EA Services to the Client, whether or not Sigrid.AI also serves notice of termination of this Agreement on the Client.
Sigrid.AI reserves the right to adjust the Client’s Monthly Subscription Amount at its sole discretion at any time if we determine that the Client consistently requires significantly more than the expected EA support each week and/or consistently requires more than the expected support outside the agreed Live Support Window and/or to respond to some other excess or unusual usage of the EA Service. In any such case, Sigrid.AI will provide the Client with not less than one month’s written notice of the proposed increased Monthly Subscription Amount and the reason(s) for it. The Client may:
- reduce their usage of the EA Service to align with the reasonable expectations of Sigrid.AI or
- pay the revised Monthly Subscription amount forthwith or
- terminate this Agreement
1.7 TERM AND TERMINATION
This Agreement commences on the Start Date and continues until terminated by either the Client or Sigrid.AI in accordance with this Agreement.
Before the Start Date, the service can be cancelled anytime for a full refund. During the first 30 days following the Start Date, the service can be cancelled immediately for a pro-rated refund.
After the first 30 days period, the Client may terminate this Agreement in writing to Sigrid.AI on not less than 30 day’s notice to the 1st day of a calendar month or the next renewal date.
Where the Client delivers a notice of termination:
- any payment due by the Client as at the date of the notice of termination remains payable to Sigrid.AI and
- the Client must pay any Subscription Amount due to Sigrid.AI during the notice period
The Client will not be entitled to any refund of any part of any Subscription Amount payable during the notice period, notwithstanding the termination notice taking effect during the Calendar Month to which that payment applies.
Sigrid.AI may terminate this Agreement as follows:
- upon the Client failing to make any payment required by this Agreement, by Sigrid.AI serving written notice on the Client demanding payment and the payment default continuing for not less than seven days after such notice or
- at the option of Sigrid.AI at any time, by Sigrid.AI serving not less than two month’s written notice to the 1st day of a calendar month of termination on the Client
’Confidential Information’ means:
- in connection with Sigrid.AI any proprietary or confidential information of or about Sigrid.AI that the Client learns during or in connection with the provision of the EA Services by Sigrid.AI to the Client during the term of this Agreement and either expressly stated as being confidential or that, from its very nature, should be treated as private and confidential and
- in connection with the Client, all non-public personal data and other non-public information provided by the Client to Sigrid.AI in order for it to provide the Services
Each of the Client and Sigrid.AI (a ‘Party’) agrees to keep and maintain all Confirmation Information of the other Party in the strictest of confidence and not to disclose any such Confidential Information to any third party.
However, this does not prevent a Party (the ‘Recipient Party’) from disclosing any Confidential Information of the other Party (the ‘Disclosing Party’) under compulsion of subpoena or other legal process issued by a court of competent jurisdiction or a government agency having subpoena power. In any such case the Recipient Party must give prompt written notice about the disclosure to the Disclosing Party and offer the Disclosing Party a reasonable opportunity to contest the validity or scope of the subpoena or to seek an appropriate protective order.
Each Party acknowledges and agrees that due to the unique nature of Confidential Information a remedy at law for breach of its confidentiality obligation may not be adequate and that such breach could cause irreparable harm to it. Therefore, in the event of a breach of this confidentiality obligation by a Party (the ‘Breaching Party’) the other Party (the ‘Non-Breaching Party’) shall be entitled to seek equitable relief such as in injunction or specific performance, in addition to whatever remedies it might have at law or under this Agreement.
This confidentiality obligation survives termination of this Agreement.
1.9 PERSONAL DATA PROTECTION
‘Personal Data’ includes ‘personal data’ within the meaning of the Personal Data Protection Act 2012 of Singapore and ‘personal data’ within the meaning of the General Data Protection Regulation of the European Union.
By entering into this Agreement and providing Personal Data to Sigrid.AI, the Client:
The Client agrees with Sigrid.AI that the Client will not at any time during the term of this Agreement and for a period of the later of:
- 24 months or
- until the expiration of such shorter period as shall be the maximum duration permitted by applicable law,
after the termination of this Agreement, regardless of the reason for its termination, directly or indirectly, on the Client’s own behalf or on behalf of or in conjunction with any person or legal entity, solicit or induce, or attempt to solicit or induce, any employee of Sigrid.AI to terminate their employment relationship with Sigrid.AI for any reason whatsoever and/or, regardless of whether or not the Client has done so, employ any employee of Sigrid.AI either directly or indirectly or enter into any contract with any employee of Sigrid.AI under which they may directly or indirectly provide services to the Client or to any person or legal entity connected to the Client (including by way of the Client being an employee of, or contractor to, that person or legal entity.
1.11 LIABILITY AND HOLD HARMLESS
Sigrid.AI makes no representations or warranties of any kind, express or implied, for or in connection with the Services. Except to the extent required by applicable law, Sigrid.AI is not liable to the Client, and has no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the Client as a result of, or arising from or with respect to, any provision of EA Services to or for the Client under this Agreement.
Sigrid.AI is not responsible for any loss or damages the Client or the Client’s business may suffer as a result of fraudulent or negligent activity that is or may have been carried out by any employee, agent, company or other person working for or in association with or on behalf of Sigrid.AI. The Client accepts all responsibility and risk for sharing any Personal Data, including financial or payment information, with any employee, agent, company or other person working for or in association with or on behalf of Sigrid.AI.
If in any case this hold harmless obligation is unenforceable, the Client agrees that any liability of Sigrid.AI is limited to any direct damage and does not extend to any indirect or consequential damage or to any punitive damages and is, in any event, capped at an amount that is equal to the Monthly Subscription Amount paid by the Client to Sigrid.AI under this Agreement during the six Calendar Months before the incident giving rise to the relevant loss or damage occurred.
This hold harmless obligation survives the termination of this Agreement.
1.12 FORCE MAJEURE
Sigrid.AI is not liable for any delays or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, riots, civil disobedience, strikes, lock outs, accidents, war, fire, flood or failure of any communications, telecommunications or computer system.
1.13 RELATIONSHIP OF THE PARTIES
This Agreement does not establish or create a partnership or joint venture between Sigrid.AI and the Client in any way whatsoever. In addition, nothing in this Agreement constitutes a partnership between Sigrid.AI and the Client nor constitutes one of them the agent of the other or gives them express or implied authority to bind or represent the other of them for any purpose whatsoever, except to the extent reasonably necessary or desirable for performance of the Services by Sigrid.AI.
1.14 APPLICABLE LAW AND THIRD PARTY RIGHTS
This Agreement is governed by, and will be construed in all respects in accordance with, Singapore law.
The parties hereby submit any and all disputes arising out of this Agreement to the exclusive jurisdiction of the Courts of Singapore.
A person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act to enforce any term of this Agreement.
1.15 ENTIRE AGREEMENT
The Parties agree that this Agreement and the Portfolio of Services (as amended by Sigrid.AI at any time and from time to time) constitute the complete and entire agreement between the Parties for the subject matter in this Agreement, superseding all proposals or other prior communications relating to such subject matter.
With one exception, any notice required or permitted to be made under this Agreement must be in writing. It will be deemed to have been duly given or made by one Party when sent by email to the email address last designated by the receiving party to the sending Party and the receiving party has acknowledged receipt of it.
The exception arises if at any time Sigrid.AI establishes a mode of communication with a Client through any feature, including an interactive feature, on its website or in any mobile app or other self-contained program or piece of software designed to assist in the delivery of EA Services contemplated by this Agreement.
This Agreement may be amended by Sigrid.AI or supplemented by written agreement (which includes email and other electronic communication) between Sigrid.AI and the Client on a case-by-case basis. In addition, and without prejudice to any such agreement, Sigrid.AI reserves its right to amend this Agreement unilaterally at any time and from time to time by notice in writing (which includes email and other electronic communication) to all Clients. However, Sigrid.AI will always provide the Client with reasonable written notice of any unilateral amendment of this Agreement that may be adverse to the interests of the Client.
If the Client does not agree to any such amendment to this Agreement, the Client may serve notice of termination of this Agreement and discontinue use of the EA Service. By continuing to use the EA Service after notice of an amendment to this Agreement the Client accepts the amendment.
Version 2: published on August 21, 2019.