Terms of Business

1. Definitions and interpretation

1.1In these Terms, the following words have the following meanings:

(a)“ajiho” means AJIHO Pte. Ltd., a private company limited by shares incorporated in Singapore (UEN 202633484W), whose registered office is at 68 Circular Road, #02-01, Singapore 049422;

(b)“Client” means the person or entity that engages ajiho under the Engagement Letter, whether an individual or an organisation;

(c)“Professional” means any individual who provides tax, transfer pricing, treasury, finance or related advisory services for or on behalf of ajiho, whether as an employee, director, subcontractor or affiliate;

(d)“Deliverables” means the advice, reports, models, analyses and other materials that ajiho provides to the Client under an engagement;

(e)“Personal Data” means data about an identifiable individual, as defined in the Personal Data Protection Act 2012 of Singapore (the “PDPA”) and, where applicable, other data protection laws;

(f)“Services” means the services described in the Engagement Letter.

1.2All engagements are accepted and performed by, or under the supervision of, a Professional, as ajiho considers appropriate.

1.3ajiho is the sole contracting party. The Client agrees that it will bring no claim in connection with the Services against any individual Professional, or against any director, shareholder, employee or subcontractor of ajiho, personally. This clause is for the benefit of those persons, each of whom may rely on it.

1.4A reference to writing includes email and other electronic communications. Headings are for convenience only and do not affect interpretation.

2. Application of these Terms

2.1These Terms apply to every engagement between the Client and ajiho, and to every proposal, offer and pre-contractual document issued by ajiho, unless ajiho agrees otherwise in writing.

2.2Any terms and conditions put forward by the Client are expressly excluded and do not apply, unless ajiho has accepted them in writing and signed by an authorised representative.

2.3These Terms and the Engagement Letter constitute the entire agreement between the parties in relation to the Services, and supersede all prior discussions, understandings and representations, whether written or oral.

2.4If any provision of these Terms is found to be invalid or unenforceable, it will be severed and the remaining provisions will continue in full force. The parties will negotiate in good faith to replace the severed provision with one that reflects its intended commercial effect as closely as possible.

3. Our services

3.1ajiho will perform the Services described in the Engagement Letter with reasonable skill and care.

3.2ajiho will use reasonable efforts to meet any timetable, but unless expressly agreed in writing, any dates are indicative and for planning purposes only, and are not of the essence.

3.3ajiho exercises professional judgement but does not guarantee, and cannot guarantee, that any particular result or outcome will be achieved. The achievement of a particular outcome is not a condition of the engagement.

3.4Draft deliverables and oral advice are provided on the basis that the Client will not rely on them; only final, written Deliverables may be relied on.

3.5The Deliverables are prepared solely for the Client and for the purpose set out in the Engagement Letter. They may not be relied on by any third party, and the Client may not disclose a Deliverable, or refer to ajiho or a Deliverable in any public document or statement, without ajiho’s prior written consent.

3.6Unless otherwise agreed in writing, any further work the parties agree ajiho will carry out in connection with the Services forms part of this Contract and is subject to these Terms.

4. Your responsibilities

4.1The Client will provide promptly all information, instructions, documents and access to third parties that ajiho reasonably requires to perform the Services.

4.2The Client warrants that the information it provides (or that is provided on its behalf) is accurate, complete and not misleading. ajiho will rely on that information and is not obliged to verify it independently. ajiho is not liable for any loss arising from errors, omissions or delays caused by inaccurate or incomplete information supplied by the Client.

4.3ajiho’s performance depends on the Client also performing its obligations. ajiho is not liable for any failure or delay caused by the Client’s failure to fulfil its obligations, and any agreed timetable is extended accordingly.

5. Fees and expenses

5.1Fees are charged on the basis set out in the Engagement Letter. ajiho works primarily on a fixed-fee or fixed periodic (retainer) basis; where the Engagement Letter so provides, fees may instead be charged by reference to time spent at ajiho’s standard rates, or on such other basis as is agreed.

5.2Any estimate of fees is a guide only and is not a quotation unless expressly agreed as such in writing. Fees may be adjusted to reflect the actual scope and complexity of the work.

5.3Work that falls outside the agreed scope will be charged in addition, on a basis agreed with the Client before it is undertaken.

5.4Unless the Engagement Letter states otherwise, fees are exclusive of expenses. ajiho will charge reasonable out-of-pocket expenses (such as travel and subsistence) properly incurred in performing the Services.

5.5All fees and expenses are exclusive of Goods and Services Tax (GST) and any other applicable taxes, which the Client will pay in addition where they are due.

5.6Upfront fee. ajiho may require an upfront fee, as stated in the Engagement Letter — typically 25% of a fixed engagement fee, or the first period’s fee for a retainer engagement. The upfront fee is invoiced on acceptance of the engagement and is credited against the fees for the engagement. Commencement of the Services is not conditional on receipt of the upfront fee.

5.7ajiho may review the Client’s creditworthiness and payment behaviour from time to time and, where it identifies a heightened payment risk, may adjust payment terms or require reasonable security.

6. Payment

6.1Invoices are payable within fourteen (14) days of the invoice date, in full and without deduction, set-off or withholding.

6.2Invoices are issued and payable in Singapore dollars (SGD), unless an alternative currency is agreed in advance in writing.

6.3Amounts billed are payable regardless of whether the relevant engagement or transaction is completed, or whether ajiho’s advice is acted upon.

6.4If the Client fails to pay by the due date, ajiho may (after giving at least one reminder) charge interest on the overdue amount at the rate of 5% per annum, accruing from the due date until payment (both before and after any judgment), and may suspend performance of the Services until all outstanding invoices, including any interest, are paid in full.

6.5ajiho may withhold Deliverables and other work product until all outstanding fees, expenses and interest have been paid. Doing so is not a breach of contract, and the Client remains liable for all outstanding amounts.

6.6The Client must notify ajiho in writing of any dispute regarding an invoice within fourteen (14) days of receipt, failing which the invoice is deemed accepted. The undisputed portion of any invoice remains payable within the payment terms.

7. Intellectual property

7.1ajiho retains all intellectual property rights in the advice, methodologies, working methods, models, credit and pricing tools, economic analyses, software, templates and Deliverables created or used in performing the Services, whether developed before or during the engagement.

7.2On full payment of all fees due for the engagement, ajiho grants the Client a limited, non-exclusive, non-transferable and revocable licence to use the Deliverables within the Client’s own organisation and for the purpose set out in the Engagement Letter.

7.3The Client may not copy, reproduce, distribute, modify or exploit ajiho’s intellectual property, or remove or obscure any proprietary notice, without ajiho’s prior written consent.

7.4The Client indemnifies ajiho against any third-party claim that ajiho’s use of data, information or materials supplied or specified by the Client infringes that third party’s rights.

7.5This clause survives termination or expiry of the engagement.

8. Confidentiality

8.1Each party will keep confidential the other’s confidential information and use it only for the purposes of the engagement. This obligation does not apply to information that: (a) is or becomes public other than through a breach of these Terms; (b) was already known to the recipient free of any duty of confidence; (c) is lawfully obtained from a third party entitled to disclose it; or (d) is independently developed without reference to the other’s information. Nor does it prevent disclosure that is required by law or regulation, requested by a regulator, court or professional body, or made to a party’s professional advisers or insurers under a duty of confidentiality.

8.2ajiho may share confidential information with its Professionals and subcontractors to the extent necessary to perform the Services, provided they are bound by equivalent confidentiality obligations.

8.3Once the relevant engagement is no longer confidential, ajiho may refer to the Client and the general nature of the Services when marketing its services, provided it does not disclose the Client’s confidential information.

8.4The confidentiality obligations in this clause survive termination or expiry of the engagement.

9. Personal data protection

9.1ajiho collects, uses and discloses Personal Data in accordance with the PDPA and, where applicable, other data protection laws. ajiho has appointed a Data Protection Officer, who may be contacted at info@ajiho.io.

9.2Where the Client provides Personal Data to ajiho, the Client is responsible for ensuring it is entitled to do so and that any required consents or notifications are in place. The Client remains responsible for its own compliance with applicable data protection laws in respect of that data.

9.3ajiho will apply reasonable technical and organisational measures appropriate to the risk to protect Personal Data, and will require its Professionals and subcontractors to keep it confidential.

9.4In the event of a personal data breach affecting the Client’s data, ajiho will notify the Client without undue delay and will co-operate reasonably with the Client’s obligations.

9.5ajiho may transfer and process Personal Data outside Singapore for the purposes of providing the Services, and where it does so it will take steps intended to ensure the overseas recipient provides a standard of protection comparable to that under the PDPA.

9.6In providing the Services, ajiho processes Personal Data supplied by or on behalf of the Client on the Client’s behalf and on its instructions. As between the parties, the Client is the organisation responsible for that Personal Data under the PDPA, and ajiho acts as a data intermediary in respect of it.

10. Anti-money laundering and client identification

10.1Before and during an engagement, the Client will provide such evidence of its identity, ownership and control as ajiho reasonably requires to meet its anti-money laundering and counter-terrorism-financing obligations, and will keep that information up to date.

10.2ajiho may decline to act, or may suspend or terminate an engagement without liability, where the required information is not provided or where ajiho reasonably considers it must do so to comply with applicable law.

10.3ajiho may charge a reasonable fee for standard client due diligence on a new engagement, and may charge at its standard rates for any enhanced due diligence reasonably required to meet its obligations or where information is not provided promptly.

10.4ajiho maintains, and will continue to comply with, all anti-money laundering and counter-terrorism-financing obligations that apply to it under Singapore law and regulation. The Client acknowledges that ajiho may be required to make a report or disclosure to a relevant authority in respect of money laundering, terrorism financing or other criminal conduct encountered in connection with the Services, and that ajiho may make any such report or disclosure — which may include confidential information — without notifying the Client and without liability to the Client for having done so.

11. Mandatory disclosure and reporting

11.1Where an arrangement connected with the Services is reportable under any applicable mandatory disclosure or reporting regime, the Client will co-operate with ajiho and provide the information reasonably required, and will inform ajiho promptly of any report it or another adviser makes and of any resulting reference number.

11.2ajiho may make any filing or disclosure required of it by law or regulation, and doing so is not a breach of confidentiality. ajiho is not liable for the consequences of any such required disclosure.

12. Term, suspension and termination

12.1The engagement begins on the earlier of the date of the Engagement Letter and the date ajiho begins to perform the Services.

12.2The Client may terminate the engagement only where the parties agree in writing, or where a mandatory legal right to do so applies. On such termination, the Client will pay ajiho for all Services performed, and expenses incurred, up to termination.

12.3ajiho may suspend or terminate the engagement, in whole or in part, with immediate effect on written notice, if the Client fails to pay a sum due for more than thirty (30) days after notice of default, becomes insolvent or unable to pay its debts, fails to provide information or security ajiho reasonably requires, or undergoes a change of control that in ajiho’s reasonable view affects the engagement.

12.4On termination for any reason, fees and expenses for Services performed up to termination become immediately due and payable.

12.5ajiho will return the Client’s documents on request, save that ajiho may retain copies as required by law or professional obligation, and in any event for the period required by applicable law, after which it may destroy them.

12.6Any provision which by its nature is intended to survive termination — including those on intellectual property, confidentiality, limitation of liability and time limits for claims — continues in force.

13. Limitation of liability

13.1ajiho is liable to the Client only for loss directly caused by its failure to exercise reasonable skill and care in performing the Services. Subject to clause 13.4, ajiho is not liable for:

(a)any loss arising from inaccurate, incomplete or misleading information supplied by or on behalf of the Client, or from the Client’s acts or omissions;

(b)any loss arising from the acts or omissions of third-party firms or advisers engaged in their own capacity, even where introduced by ajiho;

(c)any indirect or consequential loss, and in particular any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, business interruption, or loss or corruption of data, in each case whether direct or indirect;

(d)any loss arising from the Client acting on advice given on an earlier occasion without first confirming with ajiho that the advice remains valid and applicable; or

(e)any loss arising from a change in the applicable law, or in its interpretation, after the date the relevant advice is given.

13.2Cap on liability. ajiho’s total liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid to ajiho for the engagement giving rise to the liability and, in any event, will not exceed S$130,000 in aggregate (including any liability for indirect or consequential loss). Where the Engagement Letter states a different cap, that cap applies.

13.3Where any other person is responsible, or potentially responsible, together with ajiho for the Client’s loss, ajiho’s liability is limited to the proportion of the loss that is just and equitable having regard to ajiho’s responsibility for it. In determining that proportion, no account is taken of any limit on the other person’s liability, or of that person’s inability or failure to pay, whether because it has ceased to exist, is insolvent, or otherwise.

13.4Nothing in these Terms excludes or limits liability for fraud, wilful misconduct or gross negligence, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

13.5ajiho accepts liability only to the Client. The Client will indemnify ajiho against any claim brought by a third party in connection with the Services, except to the extent the claim results from ajiho’s fraud, wilful misconduct or gross negligence.

14. Time limit for claims

14.1Any claim by the Client against ajiho in connection with an engagement must be brought within the earlier of (a) one (1) year after the Client becomes aware, or could reasonably have become aware, of the matter giving rise to the claim, and (b) six (6) years after the event giving rise to the claim. A claim not brought within that period is waived.

15. Non-solicitation

15.1During the engagement and for six (6) months after it ends, the Client will not, without ajiho’s prior written consent, solicit or entice away any Professional who has been involved in performing the Services within the preceding twelve (12) months. This does not prevent the Client from employing a person who responds to a general recruitment advertisement not specifically targeted at ajiho’s personnel.

16. Complaints

16.1ajiho aims to deal with any complaint fairly and promptly. If the Client is dissatisfied with the Services, it should raise the matter with its usual ajiho contact, or by email to info@ajiho.io, giving full details so that ajiho can seek to resolve it.

17. General

17.1Matters beyond reasonable control. Neither party is liable for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government action, or cyber-attack.

17.2Electronic communication. The parties may communicate electronically. Electronic communication is not always secure or error-free and may be delayed, intercepted or corrupted; each party accepts these risks and will take reasonable precautions against viruses. ajiho is not liable for loss arising from the use of electronic communication other than through its own wilful misconduct or gross negligence.

17.3Conflicts. Provided ajiho complies with its confidentiality obligations, the Client agrees that ajiho may act for other clients, including competitors of the Client.

17.4Assignment. The Client may not assign or transfer its rights under the Contract without ajiho’s written consent. ajiho may assign or transfer its rights, including the right to payment of invoices, on notice to the Client.

17.5Third-party rights. Except for the persons entitled to benefit under clause 1.3, a person who is not a party to the Contract has no right under the Contract (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

17.6Variation. ajiho may amend these Terms on reasonable written notice. If the Client does not object within one (1) month of notice, the amendment takes effect. Any variation proposed by the Client is effective only if agreed by ajiho in writing.

17.7Language. If these Terms are provided in a language other than English and there is any inconsistency, the English version prevails.

17.8Instructions. ajiho may act on any instruction it reasonably believes to be given by a person authorised by the Client, without further enquiry, and may require an oral instruction to be confirmed in writing. ajiho is not liable for declining to act on an instruction that is incomplete, or that it reasonably considers to be inconsistent with applicable law or professional duty.

18. Governing law and dispute resolution

18.1The Contract, and any dispute or claim arising out of or in connection with it, is governed by and construed in accordance with the laws of Singapore.

18.2The parties will first attempt in good faith to resolve any dispute by discussion and negotiation.

18.3Any dispute that is not so resolved will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time, which Rules are deemed incorporated by reference. The seat of the arbitration is Singapore, the tribunal consists of one arbitrator, and the language of the arbitration is English. The award is final and binding on the parties.

18.4Notwithstanding clause 18.3, ajiho may, at its option, bring proceedings in the courts of Singapore to recover fees or other amounts due, or to obtain urgent or injunctive relief to protect its confidential information or intellectual property; the Client irrevocably submits to the jurisdiction of those courts for that purpose.

AJIHO Pte. Ltd. · UEN 202633484W · 68 Circular Road, #02-01, Singapore 049422 · info@ajiho.io · ajiho.io