TERMS OF BUSINESS
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This document and the letter addressed to you (the "Engagement Letter") form the agreement between you and ourselves. For your own benefit and protection, you should read these Terms of Business carefully and ensure that you understand each of them. If you have any questions about these Terms of Business please raise them with us immediately.
1. Our Services
1.1 The services that we will provide you are set out in the Engagement Letter. Any additional services will require our agreement.
1.2 We will treat you as our client for professional purposes and we are authorised to take instructions from you and any other person whom we reasonably believe to have been authorised by you to give instructions to us. Any duty of care that we may owe is to you alone as our client and does not extend to your holding company, subsidiaries or affiliated companies or other third parties except with our written consent.
1.3 Our engagement by you and for you creates rights and obligations only between you and us and no other person may rely on advice or recommendation which we give to you and no such other person is intended to be protected by our obligations and services to you or may enforce any term of our engagement by virtue of any applicable law.
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2. Fees
2.1 Unless otherwise agreed, our fees are generally determined by the service package we offer and are involved in this engagement.
2.2 In addition to our fees, we will also invoice you all out-of-pocket expenses directly and incidentally incurred by us in the course and arising out of our engagement with you.
2.3 We will be submit an invoice to you upon (i) your agreement to engage or services; and (ii) completion/termination of our services, which in each case is due and payable upon presentation. We request that you make payment within 10 days from the receipt of our invoice.
2.4 If payment is delayed beyond 30 days, we reserve the right to charge interest on overdue.
2.5 Should you not require us to complete all the services in our Engagement Letter, we are entitled to charge you for work that has already been completed, including any out-of-pocket expenses.
2.6 All bank or remittance charges incurred in relation to payment of our bills will be borne by you and our bills should be paid net of all bank or remittance charges.
3. Taxes
3.1 Fees for our services are net of any tax, including turnover taxes, that are due.
3.2 Where we are required to do so, GST (Goods and Servcies Tax) or other applicable taxes will be charged in addition to the amounts charged or billed by us.
3.3 Our bills are to be paid in full by you without any deduction/withholdings whatsoever. Any amount which you may be obliged to pay to any governmental or tax authorities under the laws of the place of your incorporation/registration/business/residence including all and any withholding tax liabilities which may arise from this engagement, are to be paid in full by you and shall be your sole responsibility. We are not responsible for your tax liabilities nor are we responsible for reimbursing you for the same.
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4. Our Work Product
4.1 Any advice, recommendations and documents we prepare in this matter is for your benefit alone and is given solely for the purpose of this engagement in respect of which it is sought and may not be used or relied upon by third parties. You agree that you will not disclose, or otherwise allow to be made available, any such advice, recommendations and documents to any such person without our prior written consent.
4.2 If general advice or recommendation is provided, the applicability of the advice or recommendation to a particular circumstance would depend on the particular circumstances in which it is to be used (of which we may not be aware) and should be viewed accordingly. We will be under no obligation to update our advice or recommendation.
4.3 You have a right of possession in respect of any final form advice, recommendation, document or other item in writing (whether paper copy or in electronic form) that we generate for you during, and as the object and purpose of, our work during our engagement. However, we retain the copyright and all other relevant intellectual property rights in all of our work product, including the advice, recommendation, document or other item you possess. Notwithstanding this, you will have a licence to use and make copies of the documents we prepare and provide to you for the purposes of setting up your business in Singapore, but not for other purposes unless otherwise agreed.
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5. Ceasing to Act for You
5.1 Each of us is entitled to terminate our engagement with 30 days prior written notice to the other.
5.2 We are entitled to terminate our engagement immediately and at our sole discretion if we have reasonable grounds to believe that you are engaged in activities that breach any laws.
5.3 Even though our engagement may come to an end, you will still be responsible for payment of our fees or out-of-pocket expenses accrued and/or incurred up to the date of the termination or which are reasonably necessary after that.
6. Third Party Service Providers
6.1 In providing our services, we may recommend third party service providers to assist you in setting up your business in Singapore such as accountants, consultants or foreign lawyers. In each case, we undertake an assessment to ensure that we recommend the most appropriate third party service providers for your business. Therefore, where we believe a particular/group of third party service providers are suitable for you, we will recommend only such third party service providers rather than provide you with an exhaustive list of all relevant third party service providers. We cannot guarantee that in each case, the third party service providers that we recommend will offer the best terms for you.
6.2 In deciding which third party service providers you will be engaging, you have to take into account your own needs. The final choice of third party service providers remains with you.
6.3 You will be responsible for paying the fees, out-of-pocket expenses and other costs of these third party service providers upon presentation of their invoices and you agree to be bound by their terms and conditions (including payment terms). We do not accept liability for their acts, errors or omissions of any such advisers.
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7. Data Protection and Confidentiality
7.1 You agree that we are authorised to collect, process (in particular hold) and use information about you, your office and employees (where applicable) that becomes known to us in connection with our engagement. Our personal data policy explains how we use, store and share personal information and provides information about how data subjects can exercise their rights in relation to their personal information [Our personal data policy is available on our website or on request.] [Comment: You will also need to have this prepared following from your consultation with the Data Protection Authorities.]
7.2 If you provide us with any personal data relating to a third party, you also represent to us that you have notified and obtained the consent of the third party to share the information with us and you confirm that you will provide such third party access to our personal data policy so that they understand how their personal information will be used by us.
7.3 Personal data and confidential information which you receive from us in connection with the matter will be treated by you as confidential and used solely for the purposes of our engagement.
7.4 We will respect the confidential nature of your affairs and will not disclose any confidential information about your affairs to anyone other without your prior consent, except: (i) where we are required to do so by any applicable law, rules, regulatory or representative body or court order; (ii) to anyone (including your other advisers, professional or otherwise) where we consider that it is appropriate for that person to know such confidential information, taking into account your interests, in order to assist in the conduct of the services; (iii) to our insurers and (iv) to selected third parties and other suppliers who assist us and who will or may have access to confidential information as part of their function.
7.5 We will not disclose to you any information given to us in confidence in relation to any other client’s matter even if it is material to yours, without that client’s prior consent. You agree that we do not owe a duty of disclosure to you in relation to such information.
7.6 Following the completion of our engagement and subject to our confidentiality obligations, we may refer to you and the nature of our services we provided to you when marketing our services, using such media as we deem appropriate.
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8. Files and Documents
We shall not be responsible to you for the retention of the files and documents after our engagement has concluded and shall be entitled to dispose of the files and documents without reference to you, subject to our legal obligations.
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9. Proportionality and limitation of liability
9.1 If we are liable to you in respect of our engagement for damage (including interest and costs) which you have suffered, and (subject to paragraph 9.2) another person is liable to you in respect of the same damage (or would be so liable if such other person had entered into a contractual undertaking in your favour to perform its obligations that you would be entitled to expect under the circumstances), the compensation payable by us to you in respect of that damage will be reduced having regard to the extent of the responsibility of such other person for the damage.
9.2 In determining the existence and extent of the responsibility of such other person for the damage in question for the purposes of paragraph 9.1, no account will be taken of any agreement limiting the amount of damages payable by such person or of any actual or possible shortfall in recovery of this amount.
9.3 To the extent permitted by law, we will not be responsible or liable for any consequential, incidental, indirect or special damage or loss of any kind, the supply by you or others on your behalf, of incorrect or incomplete information, the default, negligence or lack of care on the part of any person other than ourselves.
9.4 You agree on demand to indemnify and hold harmless us and our directors, officers, employees and agents from and against any claim, loss, liability, damage or expense incurred by third parties arising out of or relating to your engagement with them.
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10. Anti-money laundering, anti-bribery and corruption and sanctions
10.1 For the purpose of compliance with the laws and regulations on anti-money laundering, we may ask you to provide us with relevant information for the purposes of performing customer due diligence checks, which you agree to supply to us promptly on request. You also consent to our conducting electronic verification of identity and storing customer due diligence information electronically.
10.2 We may be required to report to the relevant authorities any suspicious activity, and obtain the prior consent of the relevant authorities before continuing to act. We may be prohibited from informing you that we have made such report (i.e. tip-off).
10.3 You agree that you will have in place appropriate measures designed to prevent bribery and corruption throughout our engagement.
10.4 You will notify us promptly if you become aware that during our engagement that there is a breach of anti-money laundering or anti-bribery and corruption law or regulation, or of any applicable sanctions.
10.5 Where, in our absolute discretion, we consider that our work on our engagement may involve a breach of anti-money laundering or anti-bribery and corruption law or regulation, or of any applicable sanction, you agree that we may cease working on the services immediately and terminate our engagement. In some circumstances, we may be obliged to cease working without explanation.
10.6 We will not be liable to you for any loss, damage or delay you may suffer as a result of our (i) ceasing to act in accordance with paragraph 10.5 above; or (ii) fulfilling our obligations (or in acting as we may reasonably believe we are required to do so), so long as we have acted in good faith.
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11. Others
11.1 From time to time, it may be necessary for us to amend the terms on which we act, in which case we will notify you of the proposed changes in writing and, unless we hear from you in writing to the contrary within 30 days, such amendments will be deemed to come into effect from the end of that period
11.2 We are not liable for failure or delay where it is due to causes outside our reasonable control.
11.3 This document and the Engagement Letter constitute the complete agreement between us with respect to the services we provide to you and supersede all prior agreements made between us in relation to the services and no other duties or obligations will be implied.
11.4 Paragraphs 2 to 12 shall survive termination of our engagement.
11.5 Nothing in this Terms of Business or the Engagement Letter shall be construed to create an exclusive contractual arrangement, association, trust partnership or joint venture or impose a trust, agency, partnership or fiduciary duty, obligation or liability between us other than provided in the Terms of Business and the Engagement Letter.
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12. Governing Law
12.1 This document and the Engagement Letter shall be governed by the laws of the Republic of Singapore.
12.2 Parties agree that if a dispute arises under, out of, or in connection with this document and/or Engagement Letter, or services provided by us to you, including any question regarding the existence, validity or termination of this document and/or Engagement Letter, they shall in good faith try to settle the same by mediation administered by the Singapore Mediation.
12.3 In the event that the parties fail to reach a settlement on a dispute even after mediation, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the arbitration rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed incorporated by reference to this provision. The seat of the arbitration shall be Singapore.