Terms of Business 

Effective December 1, 2020

DaneCorp Pte Ltd

1. Our Services

a. Our Services. The purpose of this document is to record the terms on which we, DaneCorp (“DaneCorp”), will supply management consultancy services to you. These terms of business will be supplemented by one or more letters of engagement or invoice or invoices setting out terms specific to the engagement such as the scope and our fees. Our client is only ever the party or parties named in the order form, unless otherwise agreed in writing.

b. Our Duties. We will appoint a Client Relationship Manager with overall responsibility for the quality of our service. A Lead Manager will have responsibility for the supervision of each matter, and you will be notified of the Lead Manager for each matter. We will also tell you the names of any other professionals who will be principally involved in the day-to-day conduct of each matter. We may, from time to time, involve other professionals of appropriate skill and experience to assist. The Lead Manager will agree with you as to the timing and content of progress reports, where they are appropriate.

c. Your Duties. We ask you to ensure that all information provided to us is, to the best of your knowledge, complete, accurate and up to date, and supplied as quickly as possible. You must safeguard documents which are likely to be relevant to a matter. You agree to give us reasonable, clear and prompt instructions.

d. Our Role. By engaging our services, you acknowledge we are not providing legal, tax or accounting services and are not authorized to do so.

2. Our Fees

a. Fees. Our fees will be calculated on the basis specified in any order form or as otherwise agreed with you. Usually fees will be on a “fixed fee” basis unless you and we specifically agree otherwise. Our rates are generally reviewed each year with effect from January 1 and may also be altered to take account of increased seniority and experience of team members.

b. Fixed Fee Arrangements. If a fixed fee is agreed with you, we will state the scope of our work and other relevant terms on which the fixed fee is based. If these terms are not met, we will be entitled to adjust the fee to reflect the change of circumstance.

c. Estimates. Estimates or quotations are given in good faith for planning or other purposes only but are not contractually binding.

d. Third Party Costs. Third party costs and expenses not included in our fees, such as stamp duty tax and any similar taxes and outside photocopying, will be charged to you in addition to our fees. If you require legal services, we can provide references upon request. However, any such fees will be subject to your approval and separate engagement. In-house copying and printing, transaction, compliance or other research databases we purchase from third parties and telephone calls will be charged at our standard rates, which may include an element of profit. Please let us know if you would like further information as to the rates we charge for such items. Where third party advisers, such as financial advisors, law firms or experts, are engaged by us, they will be engaged by us either acting as your agent or for your benefit and you will be responsible for their fees in addition to our own, either directly or to us. Normally, we will ask you to pay us money on account before we instruct a third party for you.

e. Payments on Account. You are required to pay money on account of costs and our fees before the start of a matter. Monies paid on account will be credited to you on delivery of the final invoice, but we may, at our discretion, use such funds to settle our interim invoices and the invoices of third parties engaged by us on your behalf and, if we do, usually you will be asked to make a further payment on account. Where you pay us money on account for a specific purpose (such as to pay a third party), once the specific purpose no longer applies we are entitled to hold any remaining funds generally on account of our fees and other costs and we may use such funds to settle any of our invoices. All payments to us must be made by bank transfer. You must bear all costs of transmitting payments in respect of our invoices to us, which should therefore be made gross of all bank or agent’s charges. Our invoices are payable in the currency in which they are submitted. We only bill for our services after they have been done and when costs have been incurred on your behalf and so our invoices (whether interim or final) are payable on receipt by you. If payment of an invoice is not made within 30 days of delivery to you or request for a payment on account is not met within any time period specified by us: (i) we may suspend services on any or all matters; or (ii) we may terminate any or all engagements in accordance with paragraph 3.b. below. We may also charge you interest on any amount not paid after 30 days at a rate of three present per annum above the base rate of Barclays Bank Plc from time to time or, if that base rate is discontinued, a similar rate reasonably selected by us.

f. Liability for Payment. You may agree with a third party that it will pay the fees and costs incurred on a matter. In the event that such other party does not pay within the time period specified, you will be required to pay the outstanding fees and costs. All our invoices will be addressed to you. If you instruct us together with others, we will be entitled to seek payment in full for the total amount of fees, expenses and other costs from you alone.

g. Audit Responses. You may ask us to provide information for the purpose of your annual audit. If our response takes us significant time, we may charge you for our time spent at our standard hourly rates.

3. Termination

a. By You. You may ask us to cease to act or assist you at any time. We ask you to notify the Lead Manager.

b. By Us. We shall only stop working for you where we consider we have good reason, such as if you (i) do not pay an invoice within a reasonable time or meet a request for a payment on account; (ii) fail to comply with your duties or if our continuing to act would be unethical; or (iii) put us in breach of a legal or regulatory duty. We shall give you reasonable notice that we are to stop our engagement, but there may be circumstances in which we must cease acting, but are unable to give you reasons or notice.

c. Effect of Termination. On termination, you must still pay our fees, expenses and other costs up to the date when we stop working for you. We will not be liable for any refund of prepaid fees. Until we have been fully paid, we shall be entitled to exercise a lien over (meaning we can retain) money, papers, deeds, books and information (including information stored electronically) of yours whether or not relating to the matter on which we were representing you. Termination may have effect in relation to one matter or to all matters on which we are then working for you.

d. Length of Engagement. Our engagement by you will cease when our work on a matter is complete. After you cease to be a client, we may continue from time to time to inform you about developments which may be of interest and invite you to seminars or other events.

4. Representing Other Clients and Confidentiality

a. Conflicts of Interest. Certain rules of professional conduct may require us to act in your best interests in relation to any matter on which we are instructed and restrict us from acting where our duties to you and other clients in relation to the same or related matters conflict. We may represent other persons or entities whose interests are, or may become, adverse (in litigation, transactions or otherwise) to you, or any of your affiliates, in matters that are not substantially related to matters on which we are instructed by you. You agree that in all jurisdictions we and such subcontractors as we may instruct from time to time may represent persons or entities adverse to you in matters that are not substantially related to matters on which we are instructed by you, unless otherwise agreed in writing. In exceptional circumstances, if there is a risk of a breach of our professional duties, it may be necessary for us to cease acting for you on a matter or generally.

b. Clients with Competing Interests. Some of our current or future clients are likely to operate in the same industry or sector as you and may have interests which are adverse to you. You accept that we may act for such other clients. We will continue to have rigorous procedures to identify conflicts and ensure the confidentiality of the information you or other clients provide to us. Where you request us to act for you on a matter where you are one of a number of parties competing for the same asset (for example, in a tender or corporate auction or in an insolvency situation), you agree that we may act for other parties on the same matter provided we comply with applicable ethical rules and are able to act in the best interests of each client.

c. Confidential Information. You agree that we may share your information within our organization and with our subcontractors, unless regulation or law require otherwise. We will owe you a duty of confidentiality; namely, we shall keep all information obtained from you and which is not in the public domain, confidential and will only disclose it with your authority or if required to do so by law or regulation. We owe similar duties to other clients and former clients. You accept that we are under no obligation to disclose to you or use for your benefit confidential information we have or may obtain from acting for any other client. You agree that you will not seek to prevent us acting for any other client on the grounds that we hold your confidential information, so long as we have appropriate safeguards for your information. If you are providing us with sensitive commercial information, such as inside or price sensitive information, which must be handled in accordance with specific regulatory requirements, you should notify us.

d. Publicity. We may wish to mention in our marketing materials that we have acted for you and include information about the work undertaken for you if that information is already in the public domain. We may include details of the work we have undertaken for you in proposals or presentations to existing or prospective clients or other parties, but will do so on a confidential basis.

5. Compliance and Regulation

a. Electronic Communications. We will take precautions to ensure that our electronic communications are virus free although we cannot guarantee this. We may not allow certain documents into our system for security reasons. You accept the risk that electronic communications cannot be guaranteed to be delivered, may not be secure or error-free and can be delayed or received by other than the intended recipients, and we shall have no liability for these risks unless caused by our negligence or willful default. We reserve the right to monitor electronic communications.

b. Document Retention. You may ask us to send to you the records relating to a matter (unless we have not been fully paid in which case we may have the right to retain such until payment). If you do, we may keep copies for our purposes, but will respect your rights of confidentiality. We do not undertake to retain your records for any particular period of time, but you understand that we may retain such for our own purposes (in any format). We may destroy records of any type, without further notice to you, unless you have specifically asked us to retain them. If you would like us to keep documents for you following completion of a matter, please contact us to make arrangements. We may charge a reasonable amount to cover our costs. If you ask us to retrieve, for your purposes, records we hold concerning your matter, we may charge you for our time spent in retrieval and review.

c. Ownership Rights. You are free to use, and copy for your use only, all documentation created in the course of any matter but all copyright and other intellectual property rights in all materials created by us or on our behalf will vest in and be retained by us. Advice and documentation in relation to any matter on which we have advised you may be added to our internal databases for knowhow purposes, but this will not affect our duty of confidentiality to you.

d. Information and Data Protection. You agree that we may process the data you or your agents provide to us as set out in our Data Privacy Policy available at www.danecorp.sg in order to (i) provide business advisory services for you; (ii) comply with applicable laws and regulations which may require disclosure to third parties; (iii) share the data within our organization which will include data transfers to our subcontractors; (iv) populate our know how, marketing and other systems; (v) provide you (and your employees) with information relating to us and our services (with the opportunity to opt out at any time); and (vi) report to our insurers in the event of a claim or circumstance. You confirm that the provision to us of any data by you or your agents will comply with any applicable data protection laws or regulation. If you have any concerns, please let us know before you provide such data.

6. Limitations on our Liability

a. Terms and Parties. DaneCorp, a company registered in Singapore, is fully responsible for the transaction and compliance services provided to you by it and by any of our subcontractors, unless your order form states otherwise. You agree that a DaneCorp person will not have any personal legal liability for the services carried on by DaneCorp. You agree that any claim brought in respect of a matter on which DaneCorp is instructed or involved will be made against it, and you will not make a claim against any DaneCorp person or any subcontractor or connected person. If, notwithstanding this clause, you make a claim against any DaneCorp person or any other entity or connected person related to DaneCorp or they otherwise incur liability to you in connection with the services provided to you, you agree that the exclusions and limitations of liability set out in this paragraph 6 (or as otherwise agreed in writing with you) shall be directly enforceable by any DaneCorp person, and any and all DaneCorp entities and connected persons, in the event of any such claim or liability and that the liability of a DaneCorp person or any and all DaneCorp entities or connected persons shall be limited to the fullest extent permitted by law.

b. Limitation of Liability. The aggregate liability of DaneCorp (and any DaneCorp person or other DaneCorp entities or connected persons) in respect of all causes of action arising in connection with the services provided by us and/or any subcontractor of ours will not exceed the amount actually paid by you to us.

c. Third Parties and Reliance. Our advice is provided to you alone for your benefit as our client and is not provided for the use of, or reliance on by, any third parties. It should not be disclosed to any other person without our consent. We accept no liability to any third party, unless we specifically agree otherwise in writing. If we do so agree, the limits on our liability as set out in these terms of business will apply (or in any related order form), and the limit set out at paragraph 6.b. (or in any related order form), will be apportioned between you and the third party. Nothing in these terms of business (or any related order form) shall confer or purport to confer any benefit or the right to enforce any term on a third party (other than a DaneCorp person such as an officer or director of DaneCorp), unless we have agreed in writing as referred to above.

d. Exceptional Circumstances. We shall not be liable for any failure to fulfill our obligations caused by circumstances outside our reasonable control.

7. Quality of Service and Concerns

We value your instructions and aim to meet or exceed your expectations of service and quality of work. If you have any concerns about any aspect of our service (including the level of our fees), please raise the issue immediately with your Client Relationship Manager. If the Client Relationship Manager does not resolve the matter to your satisfaction or, if you would prefer not to discuss the matter with the Client Relationship Manager, we refer you to our Audit Committee, which may be contacted at contact@danecorp.sg. We have a complaints handling procedure, which is available on your request.

8. Governing Law and Disputes

These terms of business, and your relationship with us, and any dispute or claim arising out of or in connection with these terms of business and our relationship with you (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with Danish law without regard to principles of conflicts of laws. Any dispute arising out of, or in connection with, this engagement, including any disputes regarding the existence, validity or termination thereof, shall be settled by mediation administrated by The Danish Institute of Arbitration in accordance with the rules on mediation adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. If the mediation proceedings are terminated without a settlement, the dispute shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

9. Amendments, Severability and Assignment

a. Amendments. Amendments to these terms of business may be made with your consent and in writing signed by one of our directors.

b. Severability. If any one of these terms (or any term of an order form) is or becomes illegal, invalid or unenforceable, that shall not affect the validity or enforceability of any other terms of this document or any order form.

c. Assignment. Our obligations may be performed in whole or in part by one of our affiliates or subcontractors; subject to that, neither we nor you may transfer or assign any right or obligation under these terms of business or any order form, without the other’s prior written consent.