Terms of Business
The following terms apply to all engagements by GSTax Consultancy Pte. Ltd. (the "Contractor") and our Clients (the "Company"), (collectively, the “Parties” and each, a “Party”):
1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement. For the avoidance of doubt, nothing in this Agreement shall render the Contractor an employee, partner, agent of, or a joint venture party with the Company for any purpose. The Contractor is and will remain an independent contractor at all times.
2. Duties, Term, and Compensation. The Contractor’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor and which may be attached as Schedule A or via emails, and may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.
3. Expenses. During the term of this Agreement, the Contractor shall bill, and the Company shall reimburse the Contractor for all reasonable out-of-pocket expenses (e.g. IT, courier, travelling, printing and photocopying expenses) which are incurred in connection with the performance of the Contractor’s duties hereunder.
4. Confidentiality. The Contractor acknowledges that during the engagement he may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures (“Confidential Information”). The Contractor agrees that he will not disclose any Confidential Information, directly or indirectly, or use any of the Confidential Information in any manner, either during the term of this Agreement or at any time thereafter, except with the prior written consent of the Company, or as may be required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Confidential Information, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of the Company.
5. Liability. The Contractor shall not be liable to the Company for any consequential or indirect or punitive loss and damage.
6. Limitation of Liability. The liability of the Contractor in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with the engagement, shall be limited to a sum not exceeding one (1) time the fee received in connection with the engagement to cover claims of any sort whatsoever arising out of or in connection with this engagement.
This provision should have no application to any liability for death or personal injury nor to any liability arising as a result of fraud on the Contractor’s part (or for which the Contractor is vicariously liable) nor to any liability which cannot lawfully be excluded or limited.
7. Services for other parties. The Company hereby acknowledges that the Contractor shall be at liberty to perform and provide services for other parties throughout the duration of this Agreement.
8. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
9. Termination. The engagement may be terminated with immediate effect by either Party by notice in writing to the regular correspondence address of the other Party marked to the appropriate contact. In the event of termination, fees and expenses incurred to the date of termination (or to a mutually agreed date) are payable by the Company to the Contractor.
10. Headings. Section headings are for reference purposes only and shall not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
11. Waiver. No failure or delay by a Party in exercising any of its rights under this Agreement shall operate as a waiver hereof, nor shall any single or partial exercise or waiver (as the case may be) preclude any other or further exercise of such rights.
12. Assignment. The Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company. Any such assignee shall be bound by the provisions of this Agreement to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.
13. Modification or Amendment. No amendment, change, or modification of this Agreement shall be valid or effective unless it is in writing signed by the Parties.
14. Entire Understanding. This document and any schedule attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
15. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, such part or parts of this Agreement are held to be unenforceable shall be deleted from this Agreement and any such deletion shall not affect the enforceability of all such parts of this Agreement as remain not so deleted.
16. Governing Law and Jurisdiction. These terms of business shall be governed by and construed in accordance with the laws of Singapore and the parties agree to submit to the exclusive jurisdiction of the courts of Singapore.
17. The Contracts (Rights of Third Parties) Act. No person who is not a Party to this Agreement shall have any right to enforce any of the terms of this Agreement under the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore).
