Terms and Conditions of Engagement

Last updated: 10th July 2025

1. Contracting Parties

The engagement is between Blackletter Advisory (“the Firm”) and the client identified in the engagement letter or fee proposal (“the Client”). Only instructions from the Client or its expressly authorised representatives will be accepted.

2. Scope of Services

The Firm will provide consulting services as described in the engagement letter or fee proposal. Any additional work outside this scope requires separate agreement in writing.

3. Know Your Client (KYC) and Compliance

The Client must provide all information required for compliance with anti-money laundering, anti-bribery, sanctions, and related regulations. The Firm reserves the right to withdraw or terminate the engagement if compliance obligations are not met.

4. Fees and Expenses

4.1 Fees are charged based on time, complexity, urgency, and seniority of the consultants involved, unless otherwise agreed in writing.

4.2 The Client is responsible for all reasonable out-of-pocket expenses, including travel, filing fees, courier, and office disbursements.

4.3 The Firm may request a retainer before commencing work.

4.4 All fees are exclusive of GST and any applicable taxes.

5. Billing and Payment

5.1 Invoices are issued monthly in advance or as otherwise agreed.

5.2 Payment is due within 30 days of the invoice date.

5.3 The Firm reserves the right to suspend or terminate services for overdue accounts.

6. Confidentiality

All information provided by the Client will be treated as confidential, except as required by law or regulatory authorities, or as necessary to carry out the engagement.

7. Conflicts of Interest

The Firm will conduct conflict checks prior to engagement. If a conflict arises during the engagement, the Firm will not accept the engagement and/or discuss appropriate steps with the Client.

8. Intellectual Property

Copyright in legal advice, documents, and work product remains with the Firm unless otherwise agreed in writing. The Client is granted a non-exclusive, non-transferable licence to use such documents for the purpose for which they are provided.

9. Limitation of Liability

9.1 The Firm’s liability to the Client for any claim arising out of or in connection with the engagement (whether in contract, tort, or otherwise) is limited to the amount specified in the engagement letter or, if not specified, to S$1,000.

9.2 The Firm is not liable for any indirect, consequential, or punitive damages.

9.3 Liability is limited to the Client and does not extend to any third party unless expressly agreed.

10. Standard of Care

The Firm will provide services with reasonable skill and care expected of a competent Singapore consulting firm. No guarantee is given regarding outcomes, and advice is based on correct factual information provided by the Client during engagement.

11. Termination

Either party may terminate the engagement by written notice. The Client must pay for all work done and expenses incurred up to the date of termination. The Firm may terminate the engagement for non-payment, conflict of interest, or failure to provide required information.

12. Data Protection

The Firm will handle personal data in compliance with the Singapore Personal Data Protection Act (PDPA). The Client hereby consents to the collection, use, and disclosure of personal data for the purposes of this engagement. For the avoidance of doubt, our Privacy Policy shall apply.

13. Governing Law and Jurisdiction

These terms and conditions, and any dispute arising from the engagement, are governed by the laws of Singapore. The Singapore courts have exclusive jurisdiction to resolve any disputes, unless otherwise agreed in writing.

14. Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.

15. Entire Agreement

These terms, together with the engagement letter or fee proposal, constitute the entire agreement between the Firm and the Client and supersede all prior agreements or understandings.