STANDARD TERMS OF ENGAGEMENT APPLICABLE TO ALL PROJECTS CARRIED OUT BY APAC MC.
Last edited on: 8 April 2023
This document contains the Standard Terms of Engagement (“STOE”) which apply to all services provided by APAC Management Consultancy Pte. Ltd. (“APAC MC”, “we”, “us”, “our”, “ours”), registered in Singapore with UEN 200924001D, and registered address in 20 Collyer Quay, #23-01, Singapore 049319, and by its sister companies AdsWarrior Group Inc. (Seychelles) and EGL Trading Ltd (P. R. China).
Please visit our website from time to time to access the latest version of this STOE.
The natural or legal person who signed our Proposal for acceptance (“Proposal”) shall hereinafter be referred to as the “Client”, “you”, “your”, “yours”.
APAC MC and the Client shall be each a “Party” and jointly the “Parties”.
The terms of each proposal you signed for acceptance together with the provisions contained in these STOE constitute each a separate agreement (“Agreement”) which shall be regulated under the terms of the Proposal and the STOE.
In case of discrepancy between the terms included of the STOE and those of the Proposal, the latter shall prevail.
We might provide these STOE in languages other than English; in such case those should be considered as courtesy translations only, and in case of discrepancy of words, meaning or interpretations between the English and non-English version the former shall prevail.
1.1 By signing a proposal sent by us, The Client appoints APAC MC as an independent contractor, and APAC MC does accept such appointment from The Client upon the terms and conditions hereinafter set forth.
1.2 Nothing in the STOE constitutes APAC MC as agent, employee, director, joint venturer or partner of The Client.
1.3 Unless otherwise specified, the appointment of APAC MC by The Client is on a non-exclusive basis.
- COMMENCEMENT, DURATION AND TERMINATION.
2.1 The Agreement between the Parties shall commence on the day it is entered and shall continue until terminated pursuant the provisions below, unless a minimum term was agreed in writing between the parties for single projects.
2.2 The parties can mutually agree for an immediate termination in writing, or either party may terminate this Agreement by giving the other party a written notice at least 30 (thirty) days in advance, unless a minimum term was agreed in writing between the parties for single projects, in which case such term will apply.
2.3 If a party has breached any material obligation provided hereunder and it is incapable of remedy, or where it is capable of remedy, failed to cure such breach within thirty (30) days of receipt of a written notice from the other party notifying of such breach, then this Agreement can be terminated by the non-breaching party immediately and without further notice.
2.4 Either party can immediately terminate this Agreement without notice if (a) an insolvency event occurs in relation to the other party; or (b) a party considers it is necessary for it to comply with action by regulatory authority or under applicable law.
2.5 Termination shall not affect continuing rights and obligations; in particular, the provisions of Sections 6, 8, 9, 10 and 13 or as the context so requires, shall survive the termination of this Agreement.
3.1 APAC MC shall render to The Client the services listed in the Proposal (the “Services”), and in future amendments and integrations agreed in writing between the Parties, which shall be regulated under the Agreement.
4.1 In consideration of the performance of the Services, The Client agrees to pay to APAC MC the fees set out in the Proposal.
4.2 If either party becomes aware of any matter which may change the scope or timing of the Services, then that party must give written notice to other party immediately upon becoming aware of such matter, with details of the change.
4.3 If a party gives a notice under Section 4.2, then the parties will discuss in good faith and agree in writing to adjust the fee for any change in the scope of the Services, which will be taken as a variation to the terms of this Agreement.
4.4 The Client will pay APAC MC the relevant fees within 30 working days of receipt of a correctly rendered, undisputed invoice from APAC MC. The Client may request any supporting information it may reasonably require verifying the accuracy of an invoice
4.5 Payments shall be done in favour of the account indicated in the invoices issued by APAC MC. Fees are non-refundable. The Client shall be responsible for all bank charges and fees.
4.6 The fees quoted in the Proposal are to be considered net of GST. Currently APAC MC is not due to register for GST, therefore there is no additional cost for the Client. However, should such situation change, and APAC MC must pay GST Tax, then APAC MC shall have the right to add the relevant GST tax on the costs mentioned in the Proposal.
4.7. The Client acknowledges that APAC MC might, at its own discretion, stop providing the Services until the payment is received, particularly when such payment is for disbursements due to a government agency.
4.8 All fees, once paid, are booked as a remuneration for work that has already been reserved or carried out, and as such the payments are final and not returnable.
4.9 Should the Client fail to provide the documents and information required for the project within a reasonable period, or put the project on hold, APAC MC has the right to request the payment of reasonable additional fees to cover the additional man/hours spent in the project.
5.5 The Client acknowledges that any piece of advice provided by APAC MC, its employees, and representatives, is provided in good faith and will be free from any manifest error. The Client should seek independent advice for any matter that might constitute legal, tax or financial advice.
- OUT-OF-POCKET EXPENSES.
5.1 In addition to the compensation payable to APAC MC pursuant to Section 4 hereof, The Client shall pay directly or reimburse APAC MC for its written, pre-agreed, Out-of-Pocket Expenses. For the purpose of this Agreement, “Out-of-Pocket Expenses” shall mean the amounts actually paid or payable by APAC MC directly in connection with its performance of the Services, including, without limitation, fees and disbursements charged by independent professionals and service providers; transportation and lodging, or any similar expense not associated with its ordinary operations.
5.2 Unless otherwise indicated, all reimbursements for Out-of-Pocket Expenses shall be made as soon as practicable after written approval by The Client of the relative documented expenses reimbursement statement presented by APAC MC. Upon request, APAC MC will issue an invoice for such expenses.
6.1 The Client acknowledges and confirms that:
(a) it knows the requirements, costs, and liabilities that apply to the Services and to the scope of the Services that were requested; and
(b) it knows that the status of the legal framework, as well as the government fees, at the time this project is initiated, might change without notice during or after the project. APAC MC shall have no responsibility over such changes, but it commits to advise the Client on the best course of action to complete the project; and
(c) it has independently verified and decided that the requested services are adequate for the project that the Client intends to carry out, and APAC MC shall provide its services under this assumption and makes no guarantee whatsoever that the Client’s assumption is correct and legally viable.
6.1 APAC MC shall not be liable for, or shall not be considered to be in breach of this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence.
6.2 Neither party will be liable to the other party for indirect or consequential loss, including without limitation, any loss of opportunity, revenue, anticipated savings, profit or anticipated profit, contract or loss of goodwill.
7.1 Except as may be required by law, or as otherwise provided in this Agreement, or as the parties may otherwise consent to in writing, the parties shall keep confidential and not disclose, or make any use of, except for the benefit of each other, at any time, either during or subsequent to the termination of this Agreement, any trade secrets, formulae, methods, techniques, confidential information, computations, knowledge, data or other information of either party relating to products and services, clients, providers, processes, know-how, marketing, merchandising, selling ideas, or other confidential information pertaining to any of the parties’ business, or any of its clients, customers, consultants, suppliers or affiliates, which either party may produce, use, view or otherwise acquire during the relationship created by this Agreement (“Proprietary Information”).
7.2 Proprietary Information shall not include any information which is or becomes generally known to the public (other than due to a breach by a party of this Section 8), is independently developed by the other party, was previously known or rightly received by the other party from a third party, or is subject to disclosure as required by the law.
7.3 The parties acknowledge that any Proprietary Information is given to the other party in confidence, solely to permit the parties to fulfil their obligations pursuant to this Agreement, that such information derives actual or potential economic value by virtue of its confidentiality and nondisclosure to the public or other persons who could obtain economic value from their disclosure or use, and that in the event of breach of confidentiality, the non-disclosing party shall be entitled to equitable relief.
7.4 Each party’s Proprietary Information shall remain the sole and exclusive property of that party.
7.5 Upon termination of this Agreement:
(a) each party must promptly return or destroy the Proprietary Information of the other party, provided however, each party may retain any Proprietary Information of the other party it is required to retain by law;
(b) The Client must pay all fees due to APAC MC for Services provided up to the date of termination; and
(c) APAC MC must refund to the Client any fees paid in advance for Services not yet provided as at the date of termination.
7.6 The Client acknowledges that APAC MC and its officers, employees, agents, and affiliates provide services to other clients, including individuals and companies that might be in direct competition with The Client, and that nothing herein shall preclude them from such engaging.
7.7 APAC MC, and its sister companies, may with the prior written consent of The Client, show The Client’s name and logo in the section of their websites and other marketing material where they list the names of their clients. The Client has the right to request the modification or removal of such name and logo, and APAC MC shall fulfil such request, unless it is unreasonably expensive to do so.
- INTELLECTUAL PROPERTY RIGHTS
8.1 All rights, title and interest, including rights in or in relation to any copyright, designs, patents, registered designs, inventions, trademarks or other protected rights, whether registrable, registered or patentable (“Intellectual Property Rights”) in any documentation, data or other material, in whatever form arising out of or in connection with the provision of the Services will be the sole and exclusive property of The Client and will vest immediately upon creation.
8.2 The Client will retain all rights, title and interest, including all Intellectual Property Rights in any documentation, data or other material, in whatever form that The Client is required to produce or make available to APAC MC for the purpose of this Agreement, or that relates to the affairs of The Client and any of its agents, or clients (“Client Materials”).
8.3 The Client grants to APAC MC a non-exclusive, non-transferable, royalty-free licence to use the Client Materials solely for the purpose of, and to the extent necessary for, APAC MC performing the Services.
9.1 To the extent that APAC MC receives any personal information from The Client in the course of performing the Services under this Agreement, APAC MC must comply with, and must procure that its employees, agents and subcontractors comply with all applicable privacy laws in relation to the collection, use, handling and disclosure of such personal information.
9.2 APAC MC must ensure that it has in place appropriate technical and organizational measures to protect any personal information provided by The Client against misuse, interference, loss, unauthorized access, modification or disclosure while it has access to, control of or possession of that information in any form.
- NON-LEGAL ADVICE
10.1 The Client acknowledges that any advice provided by APAC MC does not constitute legal, financial or tax advice, does not substitute any applicable laws, rules or regulations. Further, any information is subject to change without notice. APAC Management Consultancy Pte. Ltd. shall not be held liable for indirect, special, incidental, punitive, or consequential damages of any kind, including loss of profits, arising under or in connection with the advice provided.
10.2 The Client acknowledges that any legal, financial or tax advice obtained by third party professionals and passed on by APAC MC to the Client, does not constitute advice provided by APAC MC.
11.1 Any communication required by this Agreement to be given “written” or “in writing” shall be delivered personally or sent by registered mail to the party’s business address indicated in this Agreement, or sent via email to the addresses indicated in the introduction of this Agreement.
11.2 Notices are considered received on the day of delivery if delivered personally; after four (4) business days if sent by registered mail; or when the other party acknowledges receipt for the email if sent via email.
11.3 Either party may change his address for the purpose of this paragraph by written notice to the other party.
12.1 The execution and delivery by the parties of the Proposal have been duly and validly authorized by all requisite action by each party. No further license or approval of any person is required for execution of the Proposal.
12.2 No amendment or waiver of any provision of this Agreement, shall be effective unless the same shall be in writing and, in any case, such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
12.3 This Agreement and the rights of the parties hereunder may not be assigned without the prior written consent of the parties hereto; provided, however, The Client may, at its sole discretion, assign or transfer its duties or interests hereunder to its sister companies or other trusted affiliates.
12.4 This Agreement shall inure to the benefit of and be binding upon the Parties hereto (including any present or future office of The Client that are not signatories hereto), their heirs, personal representatives, successors, and assigns.
12.5 If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.
12.6 This Agreement shall constitute the entire agreement between the Parties with respect to the Services, and except for the content of the Proposal, we would still appreciate if from time to time you let some persons here and shall supersede all previous oral and written negotiations, agreements and understandings relating hereto.
12.7 Any disputes arising out of or relating to the Agreement shall be settled friendly through the consultation of the parties. If such disputes cannot be resolved, they shall be submitted to a court.
12.8 If goods and services tax (“GST”) applies to any supply made under this Agreement, then the party making that supply may, in addition to any other amount payable in this Agreement, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the relevant GST rate. Unless otherwise specified, any amount payable under this Agreement is exclusive of GST.
12.9 This Agreement shall be governed by and interpreted in accordance with the laws in force in the Republic of Singapore (“Singapore”). The parties hereby irrevocably attorns to the jurisdiction of Singapore for the determination of all matters arising hereunder in the event a party should bring an action on this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Singapore. There shall be one (1) arbitrator. The language to be used in the proceedings shall be English. The parties hereby agree that, notwithstanding the foregoing, either party may bring an action on this Agreement in any jurisdiction where the other party has assets or in any jurisdiction where this Agreement has been breached or where a breach is threatened, and in such an event, the parties hereby irrevocably attorns to the jurisdiction of the Courts of such jurisdictions for the determination of all matters arising hereunder.