Employer of Record Services

1. DEFINITIONS

“Aspire” means AFT HK Limited.

"Affiliate" means any entity which is directly or indirectly controlled by, or is under common control with Aspire or a Client.

“Client” means Aspire’s customer who has elected to receive the Services.

"Commencement Date" means the date on which a Worker begins providing services under a Work Order.

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, including business plans, financial records, customer data, trade secrets, pricing, product specifications, and technical know-how, whether disclosed in oral, written, electronic, or other form. Confidential Information does not include information that: (a) was lawfully in the receiving Party’s possession prior to disclosure; (b) becomes publicly available through no fault of the receiving Party; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Confidential Information.

"Employer of Record" or "EOR" means the service model under which Aspire, through its service infrastructure and partner, provides legal employment to a Worker on behalf of the Client in a given jurisdiction.

"Force Majeure Event" means any event beyond a Party’s reasonable control, including but not limited to natural disasters, pandemics, wars, government orders, embargoes, or actions by governmental authorities.

"Intellectual Property Rights" means all copyright, patent, trademark, trade secret, and other intellectual property rights, whether existing now or arising in the future, and all applications and registrations thereof.

"Platform" means the software-as-a-service solution operated by Aspire through which the Services are delivered.

"Services" means the employer of record, contractor management, global payroll, and related human resource services provided by Aspire to the Client as described in the applicable Work Order.

"Termination Costs" means all costs, fees, payments, damages, liabilities, and expenses (including legal fees and enforcement costs) arising from the termination of a Worker’s engagement, including but not limited to statutory severance, notice-period pay, accrued leave, end-of-service gratuities, and any claims filed or threatened by the Worker.

"Work Order" means a document generated within the Platform that sets forth the specific terms of a Worker’s engagement, including role, compensation, jurisdiction, commencement date, and scope of services.

"Worker" means an individual engaged as an employee or independent contractor through the EOR or contractor-of-record arrangement under a Work Order.

2. SCOPE OF SERVICES

2.1 Aspire shall provide the Services to the Client as specified in each Work Order. The Services may include, without limitation, employing or engaging Workers on behalf of the Client, administering payroll, managing statutory benefits and contributions, processing leave applications, and ensuring compliance with applicable employment laws in the relevant jurisdictions.

2.2 The Client acknowledges that the specific terms and conditions of each Worker’s engagement, including compensation, benefits, and duration, shall be set forth in the applicable Work Order.

2.3 Aspire reserves the right, at its sole discretion, to decline to engage any proposed Worker.

2.4 In the event of any discrepancy between a Work Order and this Agreement, the terms of this Agreement shall prevail.

3. CLIENT RESPONSIBILITIES AND OBLIGATIONS

3.1 The Client acknowledges and agrees that it is solely responsible for:

• The selection of Aspire as its service provider and the decision to use the Services;
• The day-to-day management of each Worker’s tasks, projects, and deliverables during the provision of Services;
• Ensuring a safe work environment at all times, including obtaining all necessary insurance policies and licenses relevant to the Client’s business and activities;
• Ensuring that Workers are treated fairly in relation to the Client’s own employees or contractors;
• Unless expressly assumed by Aspire in writing (such as under a Contractor of Record arrangement), the proper classification of each Worker as either an employee or independent contractor;
• Providing a clearly defined scope of work and all additional information and resources reasonably required for the proper execution of services by the Worker;
• The timely payment of all fees and costs described in this Agreement, including any Termination Costs;
• Ensuring that the use of the Services does not violate any applicable local laws or regulations, including but not limited to prohibitions on chain employee leasing;

3.2 The Client shall not make direct payments to any Worker in connection with this Agreement. Workers shall not be entitled to participate in the Client’s benefit schemes.

3.3 The Client shall provide Aspire with reasonable prior written notice of any changes impacting the provision of Services or the Worker’s engagement, including but not limited to any legal claims, injuries, or workplace incidents.

3.4 The Client shall fully cooperate with Aspire and comply with Aspire’s guidance in order to terminate any engagement in accordance with applicable laws and best practices, and to minimise associated risks.

3.5 The Client shall not request any Worker to commence providing services prior to the Commencement Date specified in the applicable Work Order. Should the Client directly request a Worker to provide services before the Commencement Date without Aspire’s prior written consent, the Client shall assume full responsibility for any claims, demands, or damages that may arise as a result.

3.6 The Client shall notify Aspire in advance of any planned on-site activities by a Worker. Aspire shall conduct a local compliance check and confirm the outcome, including any additional terms and local requirements that may apply.

3.7 Upon request, the Client shall provide Aspire with information regarding the Client’s business, beneficial owners, and operations to facilitate compliance with applicable “Know Your Customer” and anti-money laundering regulations. In the event that Aspire is unable to comply with such regulations due to the Client’s failure to provide required information, Aspire reserves the right to terminate this Agreement.

4. FEES AND PAYMENT

4.1 Cost of Employment Pass-Through. The Client acknowledges and agrees that it shall bear the full and total cost of employment for each Worker engaged under this Agreement. This includes, without limitation, all salary payments, employer taxes and social contributions, statutory and supplementary benefits, insurance premiums, leave entitlements, end-of-service compensation, and all Termination Costs. The Client expressly acknowledges that Termination Costs may exceed initial estimates and that the Client remains liable for the actual costs incurred, regardless of any estimates previously provided.The salary payments component of the cost of employment (the “Salary Component”) shall be dealt with in accordance with Clause 4.2, which shall prevail over this Clause 4.1 to the extent of any conflict in respect of the Salary Component.

4.2 Salary Component. Solely in respect of the Salary Component, and notwithstanding Clause 12.1: (a) the Client hereby appoints Aspire, and Aspire agrees to act, as the Client’s agent for the limited purpose of receiving the Salary Component from the Client and disbursing it towards the remuneration payable to the relevant Worker; (b) the Client authorises Aspire to make such payment on the Client’s behalf, and Aspire shall apply each Salary Component solely for that purpose and for no other purpose; (c) Aspire shall hold each Salary Component as funds belonging to the Client pending disbursement, shall not treat any Salary Component as its own income or cost, and shall separately identify and record each Salary Component in its books and records as the Client’s money and not as Aspire’s cost or revenue; (d) Aspire shall recover the exact amount of each Salary Component from the Client without any mark-up, any mark-up, margin or fee being charged only on the Platform fees, service fees and other charges and not on the Salary Component; and (e) each Salary Component shall be separately itemised, and shown as a disbursement, on each invoice issued to the Client. The Parties acknowledge and agree that the Services, including the engagement and remuneration of each Worker, are procured for, and directly benefit, the Client as the ultimate recipient of such Services.

4.3 Fee Schedule. The Client shall pay all fees as specified in Aspire’s App. All fees are exclusive of applicable taxes, duties, and levies, which shall be borne by the Client.

4.4 Fee Changes. In the event of any change to applicable laws, regulations, or government orders that increases the cost of providing the Services (including any fees, taxes, contributions, or payments owed to or on behalf of the Worker), the Client shall be liable for such increase. Aspire shall provide reasonable notice of any such fee changes where practicable.

4.5 Fee Deposit. Where required, the Client shall pay to Aspire a deposit for each Worker as specified in the applicable Work Order (the “Fee Deposit”). Aspire shall not be obligated to commence the Services until the Fee Deposit has been received. Aspire shall refund the Fee Deposit within ninety (90) days of receiving full payment of all invoices relating to the applicable Worker, provided that the Worker has not filed or threatened to file any claim. If the Client fails to pay any undisputed amount, Aspire reserves the right to deduct overdue amounts from the Fee Deposit, and the Client shall replenish the deducted amount within three (3) days. If the Client is insolvent, the Client shall not be entitled to claim the Fee Deposit from Aspire.

4.6 Invoicing and Payment Terms. All invoices shall be issued through the Platform. Aspire shall generate invoices for all charges and fees by the 25th calendar day of each month, unless otherwise specified. The Client shall make all payments within three (3) days from the date of the invoice, unless a different term is specified on the Platform.

4.7 Late Payment. If the Client fails to make any payment when due, Aspire reserves the right, at its sole discretion and without limiting its other remedies, to: (a) suspend or terminate the provision of Services; and/or (b) charge a late interest fee at the rate of 0.15% of the outstanding balance per day, or the maximum rate permitted by law, whichever is lower.

4.8 End of Service Compensation Accrual. Where applicable, the Client shall accrue on a monthly basis an amount related to the expenses associated with terminating the engagement of a Worker, as determined according to local laws and best practices and as instructed by Aspire (the “End of Service Compensation Accrual”). The End of Service Compensation Accrual does not guarantee or imply Aspire’s ability to terminate a Worker. Aspire shall reimburse the Client the unused portion of the End of Service Compensation Accrual within sixty (60) days after Aspire receives full and final payment for all invoices pertaining to the termination of the Worker, provided no claims have been filed or threatened.

4.9 All Fees Pass-Through. The Client acknowledges that all fees, charges, and costs that Aspire incurs from its service infrastructure in connection with the Client’s use of the Services shall be passed through to the Client. This includes, but is not limited to, setup fees, onboarding fees, offboarding fees, mass termination fees, background check fees, visa processing fees, and foreign exchange charges.

4.10 Expenses. Any expenses incurred by a Worker while executing the Services shall be reimbursed only upon submission of original receipts and approval by both Aspire and the Client.

4.11 Debt Collection. Nothing in this Agreement shall prohibit Aspire from transferring or assigning its right of payment to a debt collection agency, a debt purchaser, or any other third party.

5. INTELLECTUAL PROPERTY

5.1 Aspire shall ensure that each Worker, as part of their engagement, executes an invention assignment agreement or clause in favour of Aspire in connection with Intellectual Property Rights created or developed by the Worker in the provision of Services (the “IP Assignment”).

5.2 Subject to the terms of this Agreement and applicable law, Aspire hereby assigns to the Client any and all Intellectual Property Rights under the IP Assignment. For the avoidance of doubt, Aspire does not assign any right, title, or interest in Intellectual Property Rights created or developed by Aspire prior to or independent of this Agreement.

5.3 If under applicable law, additional requirements are necessary beyond the IP Assignment (the “Additional Requirements”), Aspire shall assist the Client with such Additional Requirements at the Client’s request and expense.

5.4 The Client shall indemnify, defend, and hold Aspire harmless from and against any and all claims arising out of or in connection with any Worker’s, Client’s, or third party’s infringement or misappropriation of Intellectual Property Rights.

6. CONFIDENTIALITY

6.1 Each Party shall maintain the other Party’s Confidential Information in strict confidence and shall disclose it only to employees, subcontractors, and representatives who have a need to know, have been informed of the confidential nature of the information, and are bound by confidentiality obligations no less restrictive than those in this Agreement.

6.2 Each Party shall use the same degree of care as it uses for its own similar information, but no less than a reasonable degree of care, to protect Confidential Information from unauthorised use, disclosure, or publication.

6.3 If a receiving Party is compelled by law to disclose Confidential Information, it shall, to the extent permitted, provide prompt written notice to the disclosing Party and limit disclosure to only the portion legally required.

6.4 Upon request or within thirty (30) days following expiration or termination of this Agreement, the receiving Party shall promptly return or certify the destruction of all copies of Confidential Information.

6.5 The obligations under this Section shall survive for two (2) years after the expiration or earlier termination of this Agreement.

7. INDEMNIFICATION

7.1 Client Indemnification. The Client shall indemnify, defend, and hold harmless Aspire, its affiliates, officers, directors, employees, agents, and representatives (collectively, “Aspire Indemnitees”) from and against any and all judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to:

• Any breach of this Agreement by the Client;
• Any act or omission by the Client or any third party associated with the Client that causes damage to a Worker or any third party;
• The Client’s commercial activities or legal entities within the jurisdiction where Services are performed;
• The Client’s misuse of the Services or the Platform resulting in a violation of any applicable law or this Agreement;
• Any engagement of a Worker undertaken by or for the Client prior to the beginning of the Worker’s formal engagement through Aspire;
• Any claims, demands, or proceedings arising from the Client’s failure to comply with applicable laws, including employment, tax, and data protection regulations;
• Any Termination Costs or claims by Workers arising from the Client’s instructions or actions relating to the termination of any engagement.

7.2 Permanent Local Establishment. Any permanent establishment risk or liability affecting the Client in any country or state from where Services are being provided shall be exclusively the Client’s responsibility. The Client shall indemnify and hold Aspire Indemnitees harmless against any such risk or liability.

7.3 Aspire Indemnification. Aspire shall indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, agents, and representatives from and against any judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to: (a) any breach of this Agreement by Aspire; (b) any misrepresentation, negligence, or wilful misconduct by Aspire in connection with the performance of the Services; and (c) any claim that the Platform infringes any intellectual property or other rights of a third party, provided that Aspire shall have no liability for claims resulting from: (i) use of the Platform not in compliance with this Agreement; (ii) combination of the Platform with services not provided or pre-approved by Aspire; or (iii) modification of the Platform by the Client.

7.5 Indemnification Procedure. Any Party seeking indemnification shall: (a) promptly provide written notice of the claim; (b) allow the indemnifying Party to assume control of the defence and settlement (provided the indemnified Party’s consent is required for any settlement imposing liability on it); and (c) cooperate reasonably in the defence.

8. LIMITATION OF LIABILITY

8.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOSS OF DATA.

8.2 EXCEPT FOR: (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2 (PERMANENT LOCAL ESTABLISHMENT); (B) INDEMNIFICATION OBLIGATIONS FOR DAMAGES SUFFERED BY A WORKER OR THIRD PARTY; (C) PAYMENT OF ANY UNPAID FEES, COSTS, OR INVOICES ARISING UNDER THIS AGREEMENT, INCLUDING ANY APPLICABLE WORK ORDER; AND (D) ANY LIABILITY WHICH CANNOT BE RESTRICTED BY LAW, A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 ASPIRE DOES NOT WARRANT OR GUARANTEE ANY WORK OR SERVICES PROVIDED BY ANY WORKER. THE CLIENT ACKNOWLEDGES THAT WORKERS PROVIDE THEIR SERVICES IN ACCORDANCE WITH THE INSTRUCTIONS DEFINED IN THE RESPECTIVE WORK ORDER AND COMMUNICATIONS BETWEEN THE CLIENT AND THE WORKER.

8.4 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ASPIRE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

9. DATA PROTECTION AND COMPLIANCE

9.1 Aspire shall comply with all applicable data protection laws and regulations, including the Personal Data Protection Act (PDPA) of Singapore, and any other relevant legislation governing the processing of personal data.

9.2 The Client shall comply with all applicable data protection laws and regulations in connection with any personal data it provides to Aspire or processes in connection with the Services.

9.3 The rights and obligations of the Parties with respect to the processing of personal data shall be governed by Aspire’s Privacy Policy, which forms an integral part of this Agreement.

9.4 Each Party shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement, including anti-bribery, anti-corruption, anti-money laundering, and sanctions laws.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall take effect on the Effective Date and shall remain in effect until terminated in accordance with its terms (the “Term”). Each Worker’s engagement shall commence on the Commencement Date specified in the applicable Work Order.

10.2 Termination of Agreement. Either Party may terminate this Agreement by providing not less than sixty (60) days’ prior written notice to the other Party. In the event that only this Agreement is terminated, all Services under existing Work Orders shall continue to be performed and the corresponding payments shall remain due until the termination of each such engagement.

10.3 Termination of Work Orders. Either Party may terminate Services associated with a specific Work Order by providing not less than forty (40 days’) prior written notice, or such other period as required by applicable law. The Client shall pay for all Services performed until the termination date, all approved expenses, and all Termination Costs.

10.4 Termination for Cause. If either Party materially breaches this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice, the non-breaching Party may terminate this Agreement immediately.

10.5 Termination for Insolvency. A Party may immediately terminate this Agreement if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, is subject to the appointment of a receiver, or becomes subject to any bankruptcy or insolvency proceeding.

10.6 Termination for Misuse. Aspire reserves the right to terminate this Agreement where the Services are used other than as intended, or where the Client’s usage adversely affects the operation of the Platform or may result in violations of law.

10.7 Survival. Termination or expiration of this Agreement shall not discharge or relieve either Party of obligations intended to survive, including Sections 4 (Fees and Payment), 5 (Intellectual Property), 6 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 9 (Data Protection), and 11 (General Provisions).

11. DISPUTE RESOLUTION

11.1 Any dispute arising out of or in connection with this Agreement shall first be subject to good faith negotiations between the Parties for a period of not less than thirty (30) days.

11.2 If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration under the rules of the Singapore International Arbitration Centre (“SIAC”). The seat of arbitration shall be Singapore. The language of the arbitration shall be English.

11.3 Notwithstanding the foregoing, Aspire reserves the right to submit disputes related to non-payment of fees before the courts of Singapore or any jurisdiction in which the Client has a registered address or operates. If Aspire prevails in whole or in part, the Client shall pay Aspire’s reasonable legal fees and costs.

12. GENERAL PROVISIONS

12.1 Relationship. The Parties are and shall remain independent contractors. Nothing in this Agreement shall be deemed to establish a partnership, joint venture, or agency relationship, except that, solely for the limited purpose set out in Clause 4.2, Aspire acts as the Client’s agent in receiving, holding and disbursing the Salary Component..

12.2 Assignment. The Client shall not assign its rights or obligations under this Agreement without Aspire’s prior written consent, which shall not be unreasonably withheld.

12.3 Notices. All notices shall be in writing and delivered to the Party’s principal place of business or designated address via physical delivery, registered mail, or electronic mail.

12.4 Force Majeure. Neither Party shall be liable for delays or non-performance caused by a Force Majeure Event. If a Force Majeure Event delays performance for more than three (3) months, either Party may terminate this Agreement upon written notice.

12.5 Governing Law. This Agreement shall be governed by the laws of Singapore.

12.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.7 Entire Agreement; Amendment. This Agreement, together with all Work Orders and annexes, constitutes the entire agreement between the Parties and supersedes all prior agreements. Amendments must be in writing and signed by authorised representatives of both Parties.

12.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed effective.

12.9 Waiver. Failure by either Party to enforce any provision shall not constitute a waiver of its right to enforce that provision in the future.

13. PROHIBITED INDUSTRIES, COUNTRIES, AND JOB CATEGORIES

13.1 The Client represents and warrants that it does not operate in any of the prohibited industries listed in Schedule A to this Agreement and shall not request Services for any Worker engaged in prohibited job categories or in prohibited countries.

13.2 The Client shall not sell, propose to sell, or use the Services for any business operating in prohibited industries, prohibited countries, or in contravention of prohibited job categories, as set out in Schedule A and as updated by Aspire from time to time.

13.3 Breach of this Section shall constitute a material breach entitling Aspire to terminate this Agreement immediately.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each Party represents and warrants that it has the power, authority, and legal right to execute and deliver this Agreement and to perform its obligations hereunder.

14.2 Each Party represents and warrants that the execution of this Agreement does not violate any applicable laws or constitute a default under any other agreement.

14.3 The Client represents and warrants that all information provided to Aspire in connection with the Services is true, accurate, and complete.

SCHEDULE A: PROHIBITED INDUSTRIES, COUNTRIES, AND JOB CATEGORIES

A. Prohibited Industries

Services may not be provided to businesses operating in the following industries:

B. Prohibited Countries

Services are not available in the following countries:

Afghanistan, Burundi, Central African Republic, Congo Republic, Cuba, Crimea, Democratic Republic of Congo, Eritrea, Guinea, Guinea-Bissau, Iran, Iraq, Liberia, Libya, Myanmar, North Korea, Papua New Guinea, Somalia, South Sudan, Sudan, Syria, Vanuatu, Venezuela, Yemen

C. Prohibited Job Categories (EOR)

This Schedule may be updated by Aspire from time to time, with reasonable notice to the Client.