TERMS OF SERVICE
This Terms of Service is incorporated by reference into the Consultancy Agreement (the Terms of Service and the
Consultancy Agreement are collectively referred to as the “Agreement”) which collectively sets out the basis upon which
CLEVER MARKETS PTE. LTD. (Company Registration No. 202320361G), a company incorporated in the Republic of
Singapore and having its registered office at 8 Tanah Merah Kechil Link , #05-16, Urban Vista, 465420, Singapore
(“Consultancy”), agrees to provide the Services to its Clients.
1. DEFINITIONS
1.1. For the purposes of the Agreement, unless the context requires otherwise, the following words shall have the
meaning stated hereunder:
“Confidential Information” has the meaning ascribed to it in Clause 10.1 of this Terms of Service;
“Consultancy Agreement” means any Consultancy Agreement between the Consultancy and the Client for the
time being in force, under which the Consultancy provides services to the Client for a fee;
“Data Protection Legislation” means all laws and regulations relating to the collection, storage, transfer,
disclosure, use or processing of Personal Data or personally identifiable information in any jurisdiction in
which the applicable entity operates, including the Personal Data Protection Act 2012 (“PDPA”) and the
General Data Protection Regulation (GDPR);
“Intellectual Property” has the meaning ascribed to it in Clause 5.2 of this Terms of Service;
“Intellectual Property Rights” has the meaning ascribed to it in Clause 5.3 of this Terms of Service;
“Non-defaulting Party” has the meaning ascribed to it in Clause 11.2 of this Terms of Service;
“Representatives” means the employees, officers, servants or agents, of either Party;
“Required Items” has the meaning ascribed to it in Clause 4.1(a) of this Terms of Service;
“Services” has the meaning ascribed to it in Clause 2.1 of the Consultancy Agreement;
“Service Fees” has the meaning ascribed to it in Clause 3.1 of the Consultancy Agreement;
“SGD” means the lawful currency of the Republic of Singapore;
“Term” means the Contract Duration as defined in Clause 2.2 of the Consultancy Agreement; and
“USD” means the lawful currency of the United States of America.
1.2. Capitalised words that are not defined in this Terms of Services shall have the meanings ascribed to them in
the Consultancy Agreement.
1.3. Words denoting the singular number shall include the plural number and vice versa and words denoting
natural persons shall include corporation and vice versa.
1.4. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this
Agreement.
1.5. References to any Recitals, Clauses, or Schedules are, unless otherwise stated, references to the recitals,
clauses, and schedules to, this Terms of Service or the Consultancy Agreement, as the case may be.
2. PROVISION OF SERVICES
2.1. The Consultancy shall endeavour to provide the Services to the Client in a timely, diligent, and professional
manner.
2.2. In consideration for the provision of the Services by the Consultancy, the Client shall pay to the Consultancy
the Service Fees in full without any deductions, in accordance with the terms set out in this Agreement.
2.3. The Client hereby vests in the Consultancy full power and authority by itself or by its Representatives as the
Consultancy may authorise, to provide the Services and to perform any duties incidental thereto for and/or on
behalf of the Client.
2.4. The Consultancy may appoint, employ or subcontract to another person, firm or corporation the performance
of such functions as may be considered expedient or necessary for the proper and timely provision of the
Services, provided that the Consultancy bears the expenses of the foregoing and shall be wholly responsible
and liable to the Client for any losses, liabilities costs, claims or demands arising from the actions and
omissions of such third party, subject to the limitations, exclusions, and disclaimers in this Agreement.
2.5. The Client understands, expressly acknowledges, and agrees that the Consultancy does not represent,
warrant, guarantee, or in any way purport that the Services will result in the Client or its personnel earning
profits or achieving the objectives of their trading activities.
2.6. If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor
or insurance company or any other legal person, and that consent is withheld, the Parties shall use
commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest
extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third
party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory
manner, taking into account the original purposes of the Agreement.
2.7. The Client agrees that it has not relied and will not be relying in any way on any representation or warranty
from the Consultancy that is not expressly set out in this Agreement. The Client acknowledges that any
testimonials or endorsements by the Consultancy’s clients, customers, or audience represented on the
Consultancy’s programs, websites, content, landing pages, sales pages or offerings are results experienced by
different companies, which may vary significantly.
2.8. The Client shall ensure that no person other than the Authorised Persons shall access the Services. The Client
shall do all things reasonably requested by the Consultancy to facilitate the Consultancy’s monitoring of the
Client’s compliance with this clause.
2.9. Any change in the number of Authorised Persons shall result in an increase in the Service Fees, as agreed to
between the Parties.
2.10. The Consultancy shall have the right to modify the contents of the Services at its sole and absolute discretion.
2.11. The Consultancy shall have the right to use the Client’s name and logo in the Consultancy’s online marketing
efforts to publicise the fact that the Client is working with the Consultancy.
2.12. No part of the Services shall constitute the providing of financial advice and the Client shall make all
reasonable endeavours to ensure that no part of the Services is treated as financial advice.
3. WARRANTIES AND UNDERTAKINGS BY THE CONSULTANCY
3.1. The Consultancy hereby warrants and undertakes to the Client that:
(a) it is a corporation duly organised, validly existing, and in good standing under the laws of Singapore, and it
has full power and authority to execute this Agreement and perform its obligations under this Agreement,
including all Schedules hereto;
(b) it shall obtain and maintain all licences, permits, and consents necessary for the provision of the Services
and comply with all applicable law, rules, and regulations in relation to the provision of the Services; and
(c) it shall do any other matter, act or things as may be required by applicable law, regulations, government
requirements, and instructions or deemed necessary for the proper and efficient provision of the Services.
3.2. The Services provided by the Consultancy are on an “as is” basis without any warranty of any kind, including,
without limitation, any implied warranties of merchantability or fitness for a particular purpose. The
Consultancy makes no representation about any content or information made accessible by or through its
Services.
4. WARRANTIES AND UNDERTAKINGS BY THE CLIENT
4.1. The Client hereby warrants and undertakes to the Consultancy that it shall:
(a) provide in a timely manner all information and documents (“Required Items”) that are relevant and
necessary for the provision of the Services by the Consultancy;
(b) provide prompt updates to the Consultancy on any changes to the Required Items;
(c) respond promptly to the Consultancy and/or its Representatives whenever a request is made for advice, or
approval, or instruction on any matter relating to the matters covered under this Agreement;
(d) make available to the Consultancy and/or its Representatives such records or information relevant to any
matter under this Agreement as the Consultancy and/or its Representatives may require for the proper
and efficient provision of the Services; and
(e) provide such cooperation and assistance to the Consultancy and/or its Representatives as they may
reasonably require for the provision of the Services.
5. INTELLECTUAL PROPERTY
5.1. It is acknowledged that the Consultancy owns all Intellectual Property Rights in Intellectual Property that may
be used by the Consultancy to deliver the Services. Nothing in this Agreement shall operate to grant, confer, or
licence any Intellectual Property Rights owned by the Consultancy to the Client, unless otherwise expressly
provided.
5.2. “Intellectual Property” means copyrights, trademarks, service marks, logos, designs, patents, registered and
unregistered design rights, layouts, trade, business and domain names, reports, proposals, models, plans,
inventions and confidential information, and other results of intellectual activity by the Consultancy, including
any licences issued by the Consultancy in relation to the foregoing.
5.3. “Intellectual Property Rights” refers to all present and future rights conferred by law in relation to Intellectual
Property as defined in this agreement, whether or not registrable, registered or patentable, including all rights
in all applications to register these rights, and all renewals and extensions of these rights.
5.4. The Client and their Representatives shall not (and shall not permit or procure a third party wheresoever
located, either directly or indirectly to):
(a) use any Intellectual Property of the Consultancy without the prior written approval of the Consultancy;
(b) by the use of any hardware, software or website, disassemble, decompile, reverse engineer, record,
digitise or otherwise analyse the whole or any part of the Intellectual Property of the Consultancy;
(c) at any time do or cause to be done, any act or things contesting or in any way impairing the Intellectual
Property Rights of the Consultancy;
(d) use, apply for registration of, or otherwise promote any trade mark, name, logo or other word or mark
that is the same as, or deceptively similar to, or substantially identical with, a trademark, name, logo, word
or mark over which the Consultancy has Intellectual Property Rights over; and
(e) advertise or otherwise promote the Consultancy in conjunction with the Client in such a way that would
imply or tend to imply that the Client has a proprietary interest in the Consultancy’s Intellectual Property.
5.5. The Client, and their Representatives wheresoever located, shall:
(a) ensure that all trademarks, copyrights, and restricted rights notices that relate to the Intellectual Property
of the Consultancy are reproduced in all business activities undertaken by the Client in relation to the
Services;
(b) immediately notify the Consultancy in writing of any actual, suspended, threatened or anticipated
infringement of the Intellectual Property Rights of the Consultancy that comes to the Client’s attention;
and
(c) take immediate corrective action against and/or prosecute any infringement of the Intellectual Property
Rights of the Consultancy upon receiving written notice from the Consultancy following notification
pursuant to the preceding clause, or upon coming to be aware of any actual, suspended, threatened or
anticipated infringement of the Intellectual Property Rights of the Consultancy. For the avoidance of
doubt, the Consultancy shall have the right to prescribe what corrective action is to be taken by the Client.
5.6. The Client shall not licence, assign or purport to assign or licence, any of the Intellectual Property Rights of the
Consultancy unless expressly authorised by the Consultancy in writing.
5.7. The Client shall be solely responsible for ensuring that the Intellectual Property Rights owned by the
Consultancy are protected in any jurisdiction during the Term, including ensuring that its Representatives
wheresoever located do not commit an infringement of the Consultancy’s Intellectual Property Rights. For the
avoidance of doubt, the Intellectual Property of the Consultancy shall be deemed as Confidential Information
capable of protection during and after the Term.
5.8. Unless otherwise expressly authorised by the Consultancy, the Client shall have no rights to and shall not use
any trademarks belonging to the Consultancy, in any jurisdiction and for any reason whatsoever.
6. EXPENSES
6.1. The Client will be responsible for all out-of-pocket expenses, disbursements, application fees, normal overhead
expenditure and/or tax liabilities (if any, provided that the Client shall not be responsible for any tax liabilities
that are attributable to the Consultancy’s income, whether gross or net) incurred by the Consultancy in the
performance of its Services under this Agreement; for the avoidance of doubt, such amounts are not included
in the Service Fees.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.
7.2. All disputes, controversies and differences arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be submitted for mediation at the Singapore
Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Any Party
may submit a request to mediate to SMC upon which the other Party will be bound to participate in the
mediation within 45 days thereof. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by
SMC. The mediation will take place in Singapore in the English language and the Parties agree to be bound by
any settlement agreement reached.
7.3. In the event that the Parties fail to resolve the matter by mediation, the dispute shall be referred to and finally
resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance
with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in
force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be
Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.
The law governing this arbitration agreement shall be the law of the Republic of Singapore.
8. INDEMNITY
8.1. The Client shall indemnify and hold harmless the Consultancy against any loss, damage, expenses or costs and
any other liabilities of any kind in respect of any demand, claim or action by reason of the Consultancy
providing and performing the Services, where such loss, damage, expenses or liability results directly from a
breach of this Agreement, bad faith, wilful default or gross negligence of the Client.
8.2. The Consultancy shall not be liable to the Client for any loss, damage or expense or any other liability of any
kind suffered by the Client arising under or in connection with this Agreement except to the extent that such
loss, damage, expense or liability results from the breach of this Agreement, bad faith, wilful default or gross
negligence of the Consultancy in which event, the Consultancy shall indemnify and hold harmless the Client
for such loss, damage, expense or liability of any kind whatsoever suffered and/or incurred by the Client
subject to a maximum amount equal to the Service Fees received under this Agreement. The Consultancy
shall further not be liable to the Client for any loss of profits, goodwill, or any type of indirect or consequential
loss unless such loss or diminution in profits was caused by the breach of this Agreement, bad faith, wilful
default or gross negligence of the Consultancy.
8.3. The Consultancy does not act as an agent or a partner of the Client, and the Consultancy is not a party to the
dealings, correspondence, negotiations, arrangements, engagements or agreements between the Client and
any third parties. The Consultancy shall not be liable to the Client for any loss, damage or expense or any
other liability of any kind suffered by the Client, directly or indirectly, arising from or in connection with the
Client’s dealings, correspondence, negotiations, arrangements, engagements or agreements with the third
parties.
8.4. The Consultancy shall not be liable to the Client for any loss, damage or expense or any other liability of any
kind suffered by the Client directly or indirectly, arising from or in connection with any unauthorised access to
or theft of the Confidential Information.
8.5. Each of the above indemnities are separate and shall constitute independent obligations which shall survive
the termination of this Agreement.
9. EXCLUSION AND LIMITATION OF LIABILITY OF THE CONSULTANCY
9.1. Notwithstanding anything herein contained, the Consultancy:
(a) shall not be liable in any way to the Client whether in contract, tort (including negligence or breach of
statutory duty) or otherwise for any indirect economic or financial loss or damage (including loss of
revenue or profits) howsoever caused or arising, including but not limited to any such loss caused or
arising from any breach or failure by the Consultancy to perform any of its obligations under this
Agreement;
(b) shall not be liable in any way to the Client whether in contract, tort (including negligence or breach of
statutory duty), or otherwise for any loss, damage, or liability incurred or sustained by the Client caused
by or as a result of:
(i) any failure, delay, interruption to or disruption of the Services provided due to reasons out of
the control of the Consultancy; and/or
(ii) any error, omission, or inaccuracy in any information provided by the Client whether to the
Consultancy or any person and whether in any publication or as part of or in connection with
the provision of the Services.
10. CONFIDENTIALITY
10.1. Each Party agrees to use its best endeavours to treat as secret and confidential and not at any time for any
reason to disclose or permit to be disclosed to any person or persons or otherwise make use or permit to be
made use of any information (“Confidential Information”) received from the other Party, such as, but not
limited to the other Party’s affairs, finances, human resources, personal data (as defined below) or any such
other information whatsoever relating to such Party, its, associates, suppliers, customers and/or employees
and their spouses, where knowledge or details of the information was acquired by reason of this Agreement.
10.2. The Consultancy shall ensure that its Representatives keep the Confidential Information secret and
confidential and not at any time for any reason whatsoever disclose them or permit them to be disclosed to
any third party except as permitted hereunder to enable the Consultancy and its Representatives to provide
the Services and to carry out the Consultancy’s duties and obligations hereunder, provided always that the
Consultancy shall only disclose the Confidential Information to its Representatives on a strict need to know
basis and the Representatives shall observe the confidentiality obligations herein. The Consultancy further
agrees to ensure that the Representatives are legally bound to comply with the confidentiality obligations
herein.
10.3. Notwithstanding the above, the confidentiality obligations in Clauses 10.1 and 10.2 herein shall not apply to:
(a) any information obtained from either Party which becomes generally known to the public, other than by
reason of any wilful or negligent act or omission of such Party or any of its agents, advisers, directors,
officers, employees or representatives;
(b) any information which is required to be disclosed or announced pursuant to any applicable laws or to
any competent governmental or statutory authority or pursuant to rules or regulations of any relevant
regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange
or securities council);
(c) any information which is required to be disclosed pursuant to any legal process issued by any court or
tribunal whether in the Republic of Singapore or elsewhere;
(d) any information disclosed by either of the Parties to their respective bankers, financial advisers, and legal
or other advisers for the purpose of this Agreement; and
(e) any Confidential information disclosed by either of the Parties with the express written consent of the
non-disclosing Party.
10.4. Clauses 10.3(b) and 10.3(c) herein are subject always to the receiving Party of the Confidential Information
giving the disclosing Party such reasonable written notice prior to disclosure of the Confidential Information,
so as to allow the disclosing Party a reasonable opportunity to oppose such disclosure. If the disclosing Party
is unsuccessful, then the receiving Party may give the Confidential Information as and to the extent of the
lawful order, provided further that the receiving Party shall continue to maintain the confidentiality of such
Confidential Information in all other circumstances.
10.5. After the termination or expiry of this Agreement, the Client shall immediately return or destroy (including
permanently deleting from all electronic media) at the Consultancy’s sole discretion, all materials in which
Confidential Information are embodied upon written request of the Consultancy and shall provide the
Consultancy with written confirmation of full and proper return or destruction (as the case may be) upon the
Consultancy’s request.
10.6. The Client acknowledges that damages are not a sufficient remedy for the Consultancy for any breach of any
of the Client’s undertakings herein provided and the Client further acknowledges that the remedies of specific
performance or injunctive relief (as appropriate) are appropriate remedies for any breach or threatened
breach of such confidentiality undertakings by the Client, in addition to, and without prejudice to, any other
remedies available to the Consultancy at law or in equity, including but not limited to an account of profits.
The Client also agrees to indemnify and to hold the Consultancy harmless from all and any losses or expenses
(including legal fees) incurred by the Consultancy arising out of, or in connection with the enforcement of
their rights pursuant to this clause.
11. TERMINATION
11.1. Either Party may terminate this Agreement by giving two (2) months’ written notice to the other Party. In the
event that the Client terminates this Agreement pursuant to this Clause 11.1 before the expiry of the Term,
the Client shall not be entitled to a refund of the Service Fees or any part thereof.
11.2. Notwithstanding the preceding clause, each Party (“Non-defaulting Party”) may (but without prejudice to any
other rights and remedies it may have) terminate this Agreement if the other Party shall commit any breach
of any of its obligations under this Agreement and shall fail to remedy such breach (if capable of remedy)
within fifteen (15) days after being given notice by the Non-defaulting Party to do so.
11.3. Notwithstanding any provisions to the contrary in this Agreement, either Party may terminate this Agreement
immediately (but without prejudice to the rights and remedies of such Party):
(a) if the other Party shall sell, transfer, lease, or otherwise dispose of the whole or substantially the whole
of its assets, rights, and undertaking;
(b) if the other Party is subject to a change in control (being a change in ownership of more than 50% of
the voting rights in the shares of such Party, or any of its holding company); or
(c) if it becomes illegal or unlawful for the Consultancy to perform any of the Services.
12. SURVIVAL
12.1. Notwithstanding the termination or expiration of this Agreement, and except as otherwise stated in this
Agreement, those obligations contained herein that by their terms or nature are intended to survive such
termination or expiration shall do so and shall be binding upon the Parties and their legal representatives,
heirs, successors, and assigns.
13. NON-EXCLUSIVE DEALING
13.1. Nothing in this Agreement requires the Consultancy to deal exclusively with the Client or restricts the
Consultancy’s business in any capacity whatsoever during the Term.
14. FORCE MAJEURE
14.1. Save as is otherwise specifically provided in this Agreement, the Consultancy shall not be liable for failures or
delays in performing its obligations hereunder arising from any cause beyond its control, including without
limitation, acts of God, strikes, lockouts or labour disputes, governmental restrictions, wars, earthquakes,
failure, shortage or interruption of electrical power or supply, terrorism, and breakdowns in electronic and
computer information and communications systems and in the event of any such delay, the time for the
Consultancy’s performance shall be extended for a period equal to the time lost by reason of the delay which
shall be remedied with all due despatch in the circumstances. If the performance of any obligations under this
Agreement is prevented or delayed by any of the aforesaid event for a continuous period in excess of three (3)
months, the Client may terminate this Agreement without any liability.
15. ASSIGNMENT
15.1. Save as specifically provided in this Agreement, no Party shall (nor shall it purport to) assign, transfer, charge,
or otherwise deal with all or any of its rights under this Agreement nor grant, declare, or dispose of any right
or interest in it without the prior written consent of the other Party.
15.2. This Agreement shall be binding upon the successors, legal representatives, or permitted assignees of the
Parties hereto.
16. ENTIRE AGREEMENT
16.1. This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding
between the Parties relating to the subject matter of this Agreement and no Party has entered into this
Agreement in reliance upon any representation, warranty, or undertaking of the other Party which is not set
out or referred to in this Agreement. Nothing in this Clause 16.1 shall however operate to limit or exclude
liability for fraud.
17. WAIVER
17.1. No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy
under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or
remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
18. VARIATION
18.1. No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless
it is in writing and signed by or on behalf of each Party. The expression “variation” shall include any
amendment, supplement, deletion, or replacement however effected.
18.2. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement,
nor shall it affect any rights, obligations, or liabilities under or pursuant to this Agreement which have already
accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this
Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
19. ILLEGALITY
19.1. The illegality, invalidity, or unenforceability of any provision of this Agreement under the law of any
jurisdiction shall not affect its legality, validity, or enforceability under the law of any other jurisdiction nor the
legality, validity, or enforceability of any other provision.
20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
20.1. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act
2001 to enforce any terms of this Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from the said Act.
21. PERSONAL DATA
21.1. The Client hereby provides the requisite consent to the Consultancy for the collection, use, and disclosure of
Personal Data by the Consultancy for the purpose of performing the Services.
21.2. The Consultancy hereby agrees not to transfer any Personal Data received from the Client, out of Singapore
without the prior written consent of the Client. In addition to the foregoing, if the Personal Data is transferred
out of Singapore, the Consultancy shall ensure that the Personal Data transferred outside of Singapore will be
protected at a standard that is comparable to that under the PDPA or higher than the protection required
under the provisions of this Agreement and the PDPA.
21.3. The Consultancy further agrees to comply with the data protection obligations under the Data Protection
Legislation, including but not limited to:
(a) making reasonable security arrangement to prevent: (i) any unauthorised or accidental access,
collection, use, disclosure, copying, modification, disposal, or destruction of the Personal Data or other
similar risk and (ii) the loss of any storage medium or device on which Personal Data is stored;
(b) only permitting authorised personnel to have access to the Personal Data on a strict need to know
basis;
(c) Putting in place adequate measures to ensure that the Personal Data in its possession or control
remains or is otherwise accurate and complete. In any case, the Consultancy shall take steps to correct
any errors as soon as practicable upon the Client’s written request;
(d) Not retaining the Personal Data (or any documents or records containing the same, electronic or
otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement;
(e) Upon the Client’s request, return to the Client all Personal Data or delete all Personal Data in its
possession and after returning or deleting the Personal Data, provide a written confirmation of the
same to the Client. Where applicable, the Consultancy shall also instruct all third parties to whom it
has disclosed the Personal Data for the purposes of this Agreement to return to the Consultancy or
delete such Personal Data; and
(f) Immediately notifying the Client when the Consultancy becomes aware of a breach of any of the
obligations mentioned in this clause.
21.4. “Personal Data” as used in this Agreement shall mean data, whether true or not, about an individual who can
be identified:
(a) from that data;
(b) from that data and other information to which the Consultancy has or is likely to have access; or
(c) such other data and/or other information as may be prescribed as such by the PDPA (as may be
updated from time to time).
22. INDEPENDENT ADVICE
22.1. The Client acknowledges that they have had the opportunity to receive full and independent advice from their
own solicitors.
23. COUNTERPARTS
23.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of
which together shall constitute one and the same instrument.
24. PROTECTION OF REPUTATION
24.1. Each Party will, both during and after the Term, refrain from making any false statements about the other
Party, its directors, or employees. Each Party shall not do anything which shall, or may, bring the other Party,
its directors, or employees into disrepute or attempt to taint their goodwill, without any justifiable cause.
25. NON-CIRCUMVENTION
25.1. During the Term and for three (3) years thereafter, the Client agrees not to contact, initiate contact, or
attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors,
shareholders, consultants, attorneys, employees, agents, contractors, vendors, suppliers, business contacts or
other affiliates of the Consultancy or otherwise referred by the Consultancy to the Client, for the purpose of
circumventing, the result of which shall be to prevent the Consultancy from realising a profit, fees, or
otherwise, without the specific written approval of the Consultancy; such approval may be specifically granted
only in written form by the Consultancy on a case-by-case basis, at its sole and absolute discretion.
26. NOTICES
26.1. Each and every communication under this Agreement shall be made by email or otherwise in writing. Each
communication or document to be delivered to any Party shall be sent to that Party at the email address or
address and marked for the attention of the person (if any), as indicated in the Consultancy Agreement or as
notified by a Party in writing from time to time.
Last Update: 10 June 2024
Version 2.0
Global Users
Technical Expertise Boost Reported By
Customer Satisfaction
Highly Recommended By Peers