Mazars LLP (the “Provider”) will provide services to you the subscriber (the “Client”) on the basis of the following agreement (“Agreement”):
- In respect of any advice provided to the Client by the Provider, the Provider offers the Client no promise or guarantee of specific results other than that such advice will be given in good faith and that all reasonable efforts will be made by the Provider to ensure compliance with applicable elements of the Singapore Companies Act and all other applicable Singapore laws.
- The Provider, as a Data Intermediary, collects and uses data on individuals in accordance with the Singapore Personal Data Protection Act. All reasonable efforts are made to ensure compliance with the Act.
The Provider undertakes that the data collected will be used solely for the purposes of providing the scope of services covered by the Client’s subscription and further that it shall only keep the data collected for as long as it is necessary to provide such services and to comply with other local regulations. After this time, unless otherwise instructed by the Client, the Provider will destroy this data.
The Provider will implement appropriate security measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular when the processing of data involves transmission on or within a network. Should there be any incident which breaches the above, the Provider shall promptly notify the Client.
In respect of personal data provided by the Client to the Provider relating to the Client’s employees or other related parties, the Client will be responsible for informing these individuals as to the purpose of the data collection as well as to the intended use and disclosure of this data. Where these individuals have made a free decision to opt in to a process or situation where the collection or use of personal data can be reasonably expected then the Client may wish to consider implied permission. Ultimately, the Client will at all times remain responsible for making this decision and, obtaining the requisite consent from these individuals.
- At all times, the availability or continued provision of any and all services to the Client by the Provider as set out in the Scope of Work above is subject to the Provider’s determination of whether its supply of such services is in accordance with all Singapore government regulations and good accounting practices. In the event that the Provider determines that it cannot honour a specific Client request for services which fall within the Scope of Work above, it is entitled under this clause to refuse such request and such refusal shall not constitute an alteration, breach or termination of this Agreement.
- The Client assumes full liability of the Provider to all third parties for the duties performed by the Provider and fully indemnifies the Provider in the event it is subject to such third party claims and obligations.
- The Provider will assume, and has no duty to investigate, the accuracy, completeness and validity of all information provided by the Client in relation to the performance of the services and will not be responsible for any errors occurring due to the inaccuracy or incompleteness of such information.
- It shall be the responsibility of the Client to keep the accounts and original documents relevant thereto at a place and for a duration as prescribed by the Singapore Companies Act. The Provider will only work on digital versions of the records.
- Performance by the Provider is contingent upon the Client’s timely provision of information and performance of acts which are either required by the Scope of Work or requested by the Provider.
- The Provider understands that, in connection with the provision of services, officers, subcontractors and/or employees of the Provider may have access to Confidential Information relating to the Client’s business affairs. The Provider agrees:
a. to preserve such confidentiality and not to disclose such Confidential Information in any manner whatsoever, either orally or in writing, other than with the express authorization of the Client;
b. not to use such Confidential Information in any manner other than in connection with the provision of services; and
c. to take all reasonable steps to ensure that access to Confidential Information is appropriately restricted and that all reasonable precautions are taken to ensure that Confidential Information is not in whole or in part disclosed without authorization or misappropriated.
The Client agrees 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 otherwise make use of or permit to be made use of any Confidential Information or unpublished information relating to the Provider’s technology, software, or other know-how, business plans or any such information relating to a customer or a client of the Provider received by the Client during the period of services.
“Confidential Information” for the purposes of this Agreement is information received by a party to the Agreement (“Recipient”) from the other party to the Agreement (“Donor”) during the period of this Agreement and includes:
d. the identity of the Donor’s customers or clients and associates; and
e. the business practices and procedures, accounting records, budgets, investments, plans, contracts and business dealings of the Donor.
Notwithstanding the above, the Provider is expressly authorized to refer to the name of the Client and to the services provided to the Client, internally and/or externally (in presentations and in commercial, advertising or promotional documents), on condition, however, that it does not disclose information that falls within the definition of confidential information as provided above.
- The Client agrees that the Provider has responsibility only for the security of Client data located within the Provider’s premises or under the exclusive control of the Provider’s employees, subcontractors and other representatives while in locations other than the premises of the Client. The Provider assumes no responsibility for the security of any and all client data, or information technology systems related to such data, which are located within the premises of the Client regardless of whether such data or systems have, are or will be used by the Provider.
- The Client may choose to cancel their subscription at any time. No refunds will be provided for any remaining days of the 1 month advance payment.
- In the event that the Clients subscription is not received, the Provider reserves the right to suspend its work at any time solely at its discretion. The Provider shall not be held responsible for any delay so caused and subsequent resumption of work will be subject to availability of resources. Under no circumstances shall such suspension be deemed to constitute termination at the initiative of the Provider.
- The Client shall not offer employment to any member, officer or employee of the Provider nor shall the Client use the services of any member of the Provider’s staff as a consultant, either independently or via a third party, for a period of 12 months following the end of the involvement by the individual concerned with any work pursuant to this Agreement.
- Where employment is offered in breach of Clause 18 within 12 months following the end of the involvement by the individual, the Client will be liable to pay the Provider as follows:
In any case where the Client employs a staff member who was in the employment of the Provider within the four (4) month period immediately prior to the date of the Client’s offer of employment to the staff member, and where the staff member in question has provided services to the Client in the eighteen (18) month period immediately prior to the date of the said offer of employment, then the Client shall pay an amount of compensation to the Provider. Such compensation shall be equal to eight (8) times the last gross monthly salary that was paid to the employee before the employee left the employment of the Provider, said last gross monthly salary to be confirmed by Provider by submission to the Client of a certified copy of the employee’s last salary statement.
- The Client is at all times responsible for paying all taxes, penalties and fines imposed on it by all government authorities whether in Singapore or elsewhere.
- The Client agrees that all claims by the Client for damages arising under or related to these services shall be strictly limited only to compensation for such damage as usually arises from non-performance of the subscribed services. Unless the damages result from the gross negligence or wilful misconduct of the Provider, they shall be limited to no more than three times the value of the monthly fees as paid either in the three months immediately preceding the loss or claim first being notified to the Client or, in the case where services have already been terminated, the final three months of service. The Client also agrees that the Provider will not be liable for any damages where the Provider’s employees are requested by the Client, its Directors, employees or any other related persons to perform duties which fall outside the scope of work of subscribed services or which breach, in whole or in part, any of the terms and conditions specified herein.
- The Client shall not assign or transfer its benefits or obligations under this Agreement to third parties (including successors) without the prior written consent of the Provider.
- The Client agrees that the Provider is entitled, under this Agreement and at the latter’s sole discretion, to subcontract to the subcontractors of its choice part of the work covered by the subscribed services. In the event of subcontracting, the Provider shall remain responsible for the due performance of the subcontracted work and remain solely liable to the Client for any acts and omissions of its subcontractors.
Consequently the Client acknowledges that no subcontractor has any direct liability, and that the Client waives any right of recourse against any such subcontractors in connection with the performance of the subscribed services. “Subcontractors” for the purposes of this Agreement may include other Mazars member firms or non-Mazars third party contractors.
- The validity, construction and performance of this Agreement shall be governed by the laws of the Republic of Singapore.
- The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any disputes in connection with this Agreement.