Terms and Conditions

Last Update: September 2024

Unless the context requires otherwise, references to “we”, “our”, “us” and other similar pronouns shall refer to the us as the Company or its Affiliates (as the case may be). Further, the capitalised terms used herein shall have the meanings given to them in Clause 14 (Definitions and Interpretations).

Terms of Use

  1. ENGAGEMENT
    1. These general terms and conditions (these “Terms”) may be incorporated by reference to it in a document capable of visual representation (the “Quotation”), including but not limited to an official quotation or an email (as the case may be) setting out our scope of work and our professional charges relating thereto.
  2. SCOPE OF ENGAGEMENT
    1. We provide our “Services” and the “Work Product” of our Services solely for the purpose as stated in the Quotation and to you. You must not use our Services and its Work Product for any other purpose or disclose it to any other person, or refer to us as your advisers or to our advice in any public communication, except with our prior written consent.
    2. Whether or not we consent to our Services or Work Product being disclosed to any other person:
      1. you must not make any changes to it; and
      2. unless we expressly agree otherwise,
      we do not permit any other person to rely on our Services or Work Product and do not accept any responsibility for such reliance by any other person, and you must not represent otherwise to any other person.
    3. If you breach Clauses 2.1 or 2.2, you shall indemnify us as set out in Clause 8 (Limitation of Liability and Indemnity).
    4. We will not be liable for advising you on the commercial, financial or other legal aspects, or the law of jurisdictions other than the jurisdiction we agreed to advise you on and provide the Services or Work Product to you. This applies even if we share our views on such financial, commercial or legal aspects with you that are based on our experience. This Clause illustrates but does not limit the scope of our limitation of liability in Clause 8 (Limitation of Liability and Indemnity).
  3. COMMUNICATION
    1. We will use reasonable efforts to keep you updated on the progress of our Services or Work Product. To ensure that we are able to work effectively in providing our Services or Work Product, you must also keep us updated in writing of all developments that are relevant and would affect our Services or Work Product.
    2. We use various forms of communication, electronic means being the first and preferred mode. There are risks inherent with electronic communication, including non-receipt, delayed receipt, inadvertent misdirection or access, third-party access, modification, alteration or interception, corruption or viruses. You must take reasonable measures to guard against these risks.
    3. You, or anyone else who receives our electronic communications, must not modify, add to, delete from or further transmit them except with our prior written consent.
      To clarify, you or anyone else who receives our electronic communications may further transmit them to your Representatives, related corporations and Affiliates on a need-to-know basis. You or anyone else that had transmitted our electronic communications to any of the foregoing persons shall ensure that these persons to whom, you directly or indirectly, disclose, reveal, permit access or transmit our electronic communications or any tangible expressions or embodiments thereof (including any facilities, apparatus or equipment which embody or employ our electronic communications) comply with these Terms and are instructed to treat our electronic communications as confidential. You or anyone else that had transmitted our electronic communications shall be liable for any breach of these Terms by these persons who had received our electronic communications.
    4. If we communicated with you via messaging apps (such as WhatsApp):
      1. You are responsible for ensuring that all participants in any chat group are authorised to receive any confidential or privileges information being shared therein, regardless of whether you have administrative rights in the chat group. You are also reminded that you must comply with Clauses 2.1 and 2.2 above. You hereby authorise us to communicate about our Services and Work Product in any chat group in which you participate, unless you expressly instruct us not to do so.
      2. We may rely on your communications to us via messaging apps, but you must not rely on any advice given by us to you via messaging apps unless you have specifically asked us to confirm that advice in writing and we have done so, as our communications via messaging apps are usually based on very limited time and information.
    5. For clarity, Clause 8 (Limitation of Liability and Indemnity) also applies to limit or exclude (as the case may be) our liability for Losses you or third parties incur in connection with (a) any risks relating to electronic communications, or (b) your failure to ensure that our communications are disclosed to authorised persons. This clause illustrates but does not limit the scope of Clause 8.
    6. We may also communicate with any person who is or appears to be from your organisation unless you specifically request otherwise in writing.
  4. PROFESSIONAL FEES AND DISBURSEMENTS
    1. Disbursements
      1. Disbursements refer to our out-of-pocket expenses we incur on your behalf to carry out our Services or produce our Work Product.
      2. You authorise us to incur such disbursements as we consider necessary and reasonable.
      3. We will not be obliged to incur any disbursements nor will we be liable if we fail to pay for them, unless we have expressly agreed to pay a disbursement on your behalf and you have given us sufficiently cleared funds to pay it prior to it falling due.
    2. Our professional fees and disbursements are net of all bank charges and withholding taxes. You will not assume that we are registered for tax in any country from which you may choose to make payment. If you deduct from our professional fees or disbursements on account of such charges or taxes, you must gross up the payment so that we receive the amount stated on the face of any invoice that we may issue.
  5. FEES AND CHARGES
    1. You acknowledge and agree that we have the sole and absolute discretion to determine the billing and payment method(s) from time to time.
    2. As at the date hereof, payments made in the course of your engagement of us for the provision of our Services and/or the delivery of the Work Product may be made by either:
      1. payment by wire transfer of immediately available funds pursuant to the instructions set out in the invoices that we issue to you from time to time. Unless otherwise agreed, our invoices will be submitted by email only; or
      2. using Stripe, a third-party payment gateway and processing company. In making such payments to us via Stripe, you warrant to us that you have read, understood and agree to be bound by Stripe’s terms and conditions, and its privacy policies, which are available on Stripe’s website.
    3. In cases whereby you are making payments to us using Stripe, you hereby authorise us to automatically renew your recurring subscription and make the debit or credit card charges to us pursuant to the fees for your engagement of us for the provision of our Services and/or the delivery of the Work Product. All such subscriptions shall be paid in advance and in full, and shall be automatically renewed upon the expiry of the relevant commitment periods unless otherwise terminated within three working days before the expiry of such commitment periods.
    4. It is your full responsibility to maintain the accuracy of your bank account details, and to ensure that there are sufficient funds in your nominated account or your debit/credit card is valid with sufficient credit limit when any fees to us are due. If any debit/credit charge is unsuccessful, you shall be responsible for any and all administrative fees and/or collection fees that may be imposed.
    5. There will be no refund for any unused portion of any fees paid to us.
    6. Unless otherwise stated in the relevant invoice, payment is due within seven calendar days from the date of an invoice.
    7. Any late payment of our fees will be subject to an interest rate of 5.33% per annum and will accrue on a daily basis until full payment is received by us.
  6. TERMINATING OR SUSPENDING OUR ENGAGEMENT
    1. Either party to this engagement may terminate this engagement by giving the other party one month’s written notice at any time and on any grounds.
    2. We may terminate our engagement by giving you a 14 days’ written notice at any time if you breach any terms of this engagement (for e.g., the non-payment of our professional fees and/or disbursements) and have not remedied such breach within the 14 days’ notice.
    3. If we terminate our engagement, we will take reasonable care to avoid causing you foreseeable harm. We will let you decide whether to appoint another professional, and if so, who to appoint. Where possible, we will give you reasonable notice of our withdrawal, give you a reasonable amount of time to engage another professional, and cooperate with your new professional (if any).
    4. We will not be liable to you for any Losses you may incur if we suspend or terminate our engagement for non-payment of our professional fees and disbursements in accordance with this Clause 6.
    5. If either party terminates our engagement, you must pay all professional fees and disbursements incurred up to the time this engagement is terminated.
      1. Where we charge a fixed fee rather than an hourly rate, we will compute our fees assuming that all items in the scope of work on which we have started work have been completed.
      2. We may retain all your documents and Work Product while there is money owing to us for our professional fees and disbursements.
  7. ANTI-MONEY LAUNDERING REQUIREMENTS
    1. If we know or have reasonable grounds to suspect a transaction may involve money laundering or financing of terrorism, we may be required by law to file a suspicious transaction report with the relevant authorities, which overrides our duty to protect your confidentiality. We may not be able to tell you that we have filed a report and may not be able to continue to act for you. In such circumstances, we will suspend our engagement or terminate it to the extent necessary.
    2. In addition to any right of termination under applicable laws or regulations, and under Clause 6 (Terminating or Suspending our Engagement) we may terminate our engagement at any point if we have concerns about the nature of our Services, the persons involved with them, or if you do not promptly meet any request for further information.
  8. LIMITATION OF LIABILITY AND INDEMNITY
    1. Margin Wheeler Pte Ltd and its Representatives that are providing the Services or Work Product to you (the “Indemnified Persons”) will not be liable for any Loss you incur in connection with an Indemnified Person’s work in their provision of the Services or Work Product, including Loss caused by (a) a third party, (b) by errors in or made by any computer system or AI which any Indemnified Person uses, or (c) by relying on your advice that was given before changes in the law, regulations or policies, on in your circumstances, unless solely and directly caused by that Indemnified Person’s gross negligence or intentional misconduct. Each Indemnified Person will be liable only for itself and not for any other Indemnified Person.
    2. Each Indemnified Person limits its liability to Losses which are:
      1. direct (excluding consequential loss or loss of profit),
      2. incurred by you (our named client, excluding Losses incurred by a third party), and
      3. reasonably foreseeable (regardless of whether an Indemnified Person knows of special circumstances that may increase Losses).
    3. You shall indemnify each Indemnified Person against all Losses incurred in connection with our Services or Work Product:
      1. unless solely and directly caused by such Indemnified Person’s gross negligence or intentional misconduct, or
      2. your breach of these Terms, negligence or intentional misconduct.
    4. If you claim against an Indemnified Person for gross negligence or intentional misconduct, or an Indemnified Person claims against you for any reason, to the extent that the court or tribunal rules in such Indemnified Person’s favour, you shall reimburse such Indemnified Person for its legal fees incurred on an indemnity basis and for all expenses incurred in connection with the claim.
    5. Each Indemnified Person’s rights in these Terms are in addition to any other rights it may have at law, equity or otherwise.
    6. You hereby further acknowledge, understand and agree that:
      1. our Services are provided to you on an “as is” and “as available” basis, without any representations or warranties, express or implied, including without limitation, implied warranties for any particular purpose. Further, you acknowledge and agree that we may suspend, withdraw or restrict the availability of our Services for business and/or operational reasons (for e.g., on public holidays in Singapore). If required and appropriate, we will give you reasonable notice of such events (if any);
      2. none of the Indemnified Persons have made any representations, warranties, covenants, agreements or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the value, nature and quality of our Services and/or Work Product, (ii) the suitability of our Services and/or Work Product, (iii) the outcome of your use of our Services and/or Work Product, or (iv) any other matter regarding our Services and/or Work Product. The entire risk as to quality and your use of our Services remain with you. If our Services and/or Work Product prove defective after your use, you shall assume the entire risk and Loss of such defect; and
      3. we rely on the instructions and information that you provide us with so that we are able to perform our Services and deliver the Work Product, and we are not obliged to verify or investigate the authenticity and accuracy of such information. The responsibility to ensure that the information and documents are true, accurate, up-to-date and not misleading in any respect rests completely with you. Accordingly, you accept all risks and Losses that arise out of or in connection with our reliance of the information and documents that you provide us with.
    7. Without limiting this Clause 8, our maximum aggregate liability to you for Losses that you suffer in connection with our Services or Work Product is limited to the amount paid to us in the 12 months prior to the action giving rise to liability.
      Further, we shall not be liable for any claim unless written particulars of it (giving full details of the matter in respect of which the claim is made, the nature of the breach and the amount claimed) is provided to us promptly and in any case, no later than seven days after you become aware of the matters or circumstances giving rise to the claim. Where such notice has been provided to us in respect of such claims, that claim shall be deemed to be irrevocably withdrawn and lapsed unless: (a) proceedings in respect of such claim has been issued and served on us not later than the expiry of the period of six months after the date of that notice or (b) if the claim is settled, satisfied or withdrawn before that date.
    8. Your sole remedy for dissatisfaction with our Services or Work Product is to cease usage of our Services and termination in accordance with Clause 6.
    9. This Clause 8 applies to the extent permitted by law, and regardless of whether a cause of action is in contract, tort, statute or otherwise.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. Unless specifically agreed otherwise, we will retain all copyright and Moral Rights in any document or Work Product we prepared during the course of the provision of Services to you.
  10. PERSONAL DATA
    1. You hereby agree and consent to our processing of your Personal Data (including sensitive Personal Data) about you, whether obtained from you or from other sources, for (i) evaluative purposes; (ii) the purpose of providing you with our Services and delivering to you our Work Product pursuant thereto, and/or (iii) such other purposes as required or permitted by law.
    2. You hereby agree and consent that Personal Data relating to you (including sensitive personal data such as medical details) may to the extent that is reasonably necessary in connection with the performance of our Services and delivery of our Work Product or our operations relating thereto be collected and held (in hard copy and computer readable form) and processed and used by us and be disclosed to our:
      1. directors, company secretary and such other officers;
      2. any other persons as may be reasonably necessary (such as third-party service providers or administrators) or as authorised by us; or
      3. as otherwise required or permitted by law.
  11. WARRANTY AND UNDERTAKING
    1. You represent and warrant to us that each of the following warranties is true and accurate as at the date you signed and returned to us the Quotation:
      1. you have the capacity and authority to enter into and perform your obligations under these Terms, and these Terms constitutes legal, valid and binding obligations enforceable in accordance with these Terms; and
      2. your entry into and execution of these Terms and the documents required under these Terms (such as the Quotation), and your compliance with their terms, will not breach any laws that are applicable to you.
  12. CONFIDENTIALITY
    1. "Confidential Information" means the existence and terms of these Terms (and our Quotation (if any)), our negotiations with you with respect your engagement of us for the provision of our Services and/or the delivery of the Work Product of our Services, and any other information or documents received as a result of our engagement for the provision our Services and/or the delivery of the Work Product of our Services, including oral information. It excludes information which is publicly available (other than by breach of this Agreement), information which the recipient develops independently or information which the recipient, before or after our engagement for the provision of our Services and/or the delivery the Work Product of our Services, received from a third party who did not have obligations to keep that information confidential.
    2. Neither you nor us shall disclose Confidential Information to any person, except:
      1. to you or our respective Representatives, related corporations and Affiliates on a need-to-know basis. Each party shall ensure that these persons to whom either of us discloses Confidential Information comply with this confidentiality provision and are instructed to treat the information as confidential. The party that discloses Confidential Information to a person that has breached this confidentiality provision shall be liable for the breach by that person;
      2. as required by applicable law or regulation
      3. as required for legal proceedings arising out of our engagement for the provision of our Services and/or delivery of the Work Product of our Services; or
      4. with the prior written consent of the party whose information is to be disclosed.
    3. A party who discloses Confidential Information because it is required by applicable law or legal proceedings shall, to the maximum extent permitted by law, (a) inform the party whose information is to be disclosed of this requirement before disclosing the Confidential Information and (b) limit the disclose to the largest extent possible.
    4. A party shall use Confidential Information only for the purposes of our engagement for the provision of our Services and/or delivery of the Work Product of our Services.
    5. Each party shall procure that its respective Representatives comply with this confidentiality provision, so far as it is within its respective powers.
    6. Obligations under this confidentiality provision shall survive indefinitely after the termination of our engagement for the provision of our Services and/or delivery of the Work Product of our Services.
  13. MISCELLANEOUS
    1. Whole agreement. These Terms (and our Quotation (if any)) contains the whole agreement between you and the Company, exclude terms implied by law or custom to the extent permissible by law, and supersede any previous written or oral agreement relating to the matters dealt with in these Terms.
    2. No third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore, except as otherwise expressly stated in these Terms.
    3. Severance. If any of the provisions or part-provisions of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity, legality and enforceability of the rest of these Terms.
    4. No waiver. Failure or delay in exercising a right or remedy provided by law or under these Terms will not waive that right or remedy, nor will a single or partial exercise of that right or remedy waive any other or further exercises of it. A Party which pursues a remedy will not be deemed to have waived its right to pursue any other remedy, except as provided by these Terms.
    5. No assignment. A Party shall not assign its rights under these Terms except with the other Party’s prior written consent, which shall not be unreasonably withheld.
    6. Counterparts. Parties may sign these Terms (or the Quotation (as the case may be)) in any number of counterparts and on separate counterparts. Each counterparty will be an original, but all counterparts together will constitute one document. Electronic signatures shall be deemed valid.
    7. Non-Disparagement. Without prejudice to your commercial and legal rights, you agree that you shall not without cause, directly or indirectly, in any manner that can be seen, heard, or otherwise perceived by any other person, or any combination of these, make or publish any statement that would libel, slander, disparage, denigrate, ridicule or criticise the Company, its Affiliates and its Representatives.
    8. Governing law and dispute resolution
      1. These Terms is governed by Singapore law.
      2. If there is any dispute arising out of or in connection with these Terms (including any question regarding its existence, validity or termination) (the “Dispute”), the Parties shall first negotiate in good faith. If they cannot resolve the Dispute within 30 days, the Dispute must be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force on the date the mediation is commenced. Any Party may submit a mediation request to SMC upon which the other Party will be bound to participate in the mediation within 45 days thereof. Every Party to the mediation must be represented by a person with authority to negotiate and settle the Dispute. SMC will appoint one mediator, the mediation will take place in Singapore in the English language and any settlement agreement reached will bind the Parties.
      3. If the Parties cannot resolve the Dispute through mediation within 30 days from the date they submit the Dispute to SMC, the Parties shall submit the Dispute for arbitration administered by the Singapore International Arbitration Centre (“SIAC”) according to the Arbitration Rules of SIAC in force on the date the arbitration is commenced, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration will be Singapore. The tribunal will consist of one arbitrator jointly appointed by the Parties. The language of the arbitration shall be English.
  14. DEFINITIONS AND INTERPRETATIONS
    1. Unless the context required otherwise, the capitalised terms used in these Terms and any other document (such as Quotation) shall have the following meanings:
      "ACRA" means the Accounting and Corporate Regulatory Authority of Singapore
      "Affiliates" means, with respect to a specified person, another person who, directly or indirectly, Controls, is Controlled by, or is under common Control with the specified person;
      "Confidential Information" shall have the meaning ascribed to is at Clause 12.1;
      "Control", with respect to a company, means (i) the right to directly or indirectly exercise more than 50% of its voting rights or (ii) the power to elect more than half of its directors, partners or other individuals exercising similar authority. With respect to an entity other than a company, "Control" means directly or indirectly possessing the power to direct or cause the direction of its management or policies;
      "Customer" shall mean any person or company to whom the we have supplied goods or services;
      "Dispute" shall have the meaning ascribed to it at Clause 13.8(b);
      "Indemnified Persons" shall have the meaning ascribed to it at Clause 8.1;
      "Losses" mean all losses, liabilities, expenses (including reasonable legal costs and experts’ and consultants’ fees). It excludes indirect, consequential, incidental, punitive or aggravated damages, and the loss of profit (whether direct or indirect), business, goodwill or reputation, howsoever incurred;
      "Moral Rights" mean the non-economic rights of the author or creator of a work protected under the Copyrights Act 2021, or any other applicable laws and regulations of any jurisdiction of the world, and it includes, but is not limited to the right of attribution enabling such author or creator to be identified as the author or creator of the work, the right of integrity, which protects such works from any alteration, modification, distortion or other treatment in respect of such work, or any other treatment in respect of such work, or any other similar rights;
      "Personal Data" shall have the meaning ascribed to it at section 2 of the Personal Data Protection Act 2012;
      "Prospective Customer" shall mean any person to whom the we have had any negotiations or material discussions regarding a possible supply of goods or services by us;
      "Representatives" mean directors, officers, employees, agents, contractors, and professional advisors of such specified party and such party’s Affiliates;
      "SIAC" shall have the meaning ascribed to it at Clause 13.8(c); and
      "SMC" shall have the meaning ascribed to it at Clause 13.8(c).
    2. Other rules of interpretation
      1. References to times of day and dates refer to the time of day and dates of Singapore.
      2. References to “person” means any natural person, and includes any company, limited liability partnership, partnership, business trust or unincorporated entity (whether or not having separate legal personality) and a “company” includes any company, corporation or any body corporate, wherever incorporated.