Last Updated: 17 June 2026
The Services provided by Sequence Business Services Pte. Ltd. (UEN 202346260R) (and any of its affiliates) ("Sequence", "we", "us", or "our") to you (and/or the entity, company or organisation that you represent) shall be governed by these Terms of Service. These Terms of Service include and incorporate by reference our Data Protection Policy ("Data Protection Policy"). Any of our Services provided to you pursuant to a Letter of Engagement are subject to these Terms of Service and shall form a binding agreement between us and you ("Agreement"). Your instruction for us to commence provision of the Services shall constitute your acceptance of the Agreement.
If you are a representative or agent of an entity, company or organisation, you are agreeing to the Agreement on behalf of that entity, company or organisation, and represent and warrant that you are duly authorised to bind such entity, company or organisation, and in the absence of such authority, you agree to indemnify us for all losses, Damages, costs (including solicitors' fees), claims, or actions brought against us, by such entity, company or organisation or otherwise, and you shall also procure the ratification of the same, and shall be liable for any losses, Damages, or costs (including solicitors' fees), claims, or actions incurred or brought against us as a result of any failure to ratify.
These Terms of Service may be revised from time to time by us, which we may notify you of via the registered email address or agreed mode of communication. Continued use of our Services after such revision to these Terms of Service had come into effect, shall constitute acceptance of the revised Agreement. If you do not accept any part of such revisions, you must immediately inform us to cease provision of our Services.
1.1 Our Services are subject at all times to the Agreement and any other terms that may be agreed between Sequence and you. In the event of any conflict, unless such clause is specifically referenced to in the Letter of Engagement, these Terms of Service shall prevail.
1.2 In using our Services, you undertake to provide us with instructions, information, materials and documentation that are reliable, complete, accurate, detailed and up to date. We shall be entitled to rely upon the reliability, completeness, accuracy, details, and currency of all instructions and information provided to us by you, or by others on behalf of you, without independently verifying it, in the provision of our Services.
1.3 You shall provide us with all relevant or material documents, information, representations, endorsements, instructions, or approvals related to your entity and related entities or individuals, in connection with the provision of our Services, in a clear and timely manner. We shall not be liable for any resulting consequences, and we shall not be taken to be in breach if such consequence arises, whether in part or in whole, from any inaccuracy, incompleteness, misleadingness, or defectiveness of such documents, information, representations, endorsements, instructions or approvals.
The dependencies on your part include:
1.4 You agree that there may be certain rectifications or actions required on the part of us (along with the full co-operation on your part) in order for us to perform our Services and our obligations under the Agreement. Such rectifications or actions may not be apparent to us at the time of quoting or prior to the provision of our Services to you. Examples include defective resolutions in the past, inaccurate statutory records, or accounting / financial errors, omissions, and backlogs. We reserve the right to send a revised quote that you may accept or reject. If you reject the revised quote, we shall refund the sums paid to us after deducting any reasonable amounts for any work done or assessments made, and for any disbursements etc. Where there is any conflicting information or failure to provide information or to resolve any queries on your part, Sequence shall be entitled to take the publicly available information as the baseline for the handover to Sequence to perform the Services, notwithstanding that it is accepted by both Parties that such publicly available information would not be the complete information relating to you, the entity(ies) in scope of the Services, or in relation to the Services. It is agreed by you that such rectification works may be urgently required, and that Sequence may, in certain circumstances, proceed with such works without express acceptance or approval and charge back to you for the fees and reimbursements as required. You also agree that Sequence is entitled to use your Data for the purposes of improving its internal processes. Notwithstanding this Clause 1.4, Sequence does not have the obligation to analyse for or to rectify any missing or defective items in relation to you, and we will by default act as if you are a normal client in the absence of any express notification in writing from you addressed to us, or opt to exercise our immediate termination rights if we are of the opinion that we cannot effectively or legally carry out our work or any part of the Services.
1.5 In the event that any of our Services include receipt of documents or physical items (such as bank cards, or other deliveries):
1.6 While we will strive to send out reminders and work with reasonable efforts to ensure that such dependencies do not prevent or delay us from providing our Services to you, it is a condition precedent on your part to manage and clear such dependencies before we are obliged to provide our Services, and where such dependencies prevent or delay us from providing our Services, we shall not be taken to be in breach. All consequences of failure to manage or clear such dependencies shall be borne by you (e.g. penalties for late filing or additional applications to any government agencies or courts).
1.7 In order to provide our Services, we may require additional information from you including but not limited to supplemental agreements, know-your-client ("KYC") due diligence forms, and other documents and information to comply with our policies and any applicable Law, regulation, guideline, or circular issued by any regulatory authority or other agencies or organisations, and for any other reason that Sequence may deem necessary from time to time. If you do not provide such information that we may require, we are not obliged to perform any of our Services and shall not be deemed to be in breach of any obligations owing to you.
1.8 We reserve the right to refuse to provide, and suspend, disable or terminate any of our Services, should the result of our due diligence be unsatisfactory at our sole discretion.
1.9 You agree that we are authorised to take any steps we deem necessary in our reasonable discretion to comply with any of your specific requirements or other legal obligations, including but not limited to the disclosure of your personal data to third parties in order to comply with regulatory obligations under relevant law. This includes soliciting for legal advice, engaging legal counsel and such other third parties on your behalf, and which you shall bear all costs and expenses arising thereof. These steps shall include any form of KYC processes and actions taken by us.
1.10 We shall also be entitled to collect, access, modify, distribute, audit or reproduce any of your Data to:
1.11 We are entitled to immediately destroy, dispose of or delete any of your Data upon cessation of any Agreement or of our Services to you. Notwithstanding, we shall be entitled to retain any such Data provided to us in order to comply with any retention of records Laws.
1.12 Notwithstanding any services provided by Sequence or any Sequence Personnel, you acknowledge and agree that Sequence is not a law firm or practice and neither of the Sequence Personnel is acting as a lawyer (whether under the definition of the Legal Profession Act 1966 or otherwise). You further acknowledge and agree that Sequence and/or any Sequence Personnel is not engaged by you to provide legal services and shall not be taken to be providing any form of legal advice or services in their respective capacities. If you require legal advice and/or services, you acknowledge and agree that such advice and/or services are outside of the scope of our services, and you shall seek legal advice from the appropriate providers, such as a recognised legal practice.
1.13 Where any nominee director/shareholder services are provided by Sequence or any Sequence Personnel, you shall, within seven (7) days of a request for any information, provide the same. Failure to do so will lead to immediate termination of the service, and any refund will be at Sequence's discretion. You also warrant to maintain all compliance, keep proper accounts and file tax returns, company annual returns and all papers and documents which are required by law to be filed with any authority, and that all fees and taxes required to be paid will be duly paid, to furnish Sequence of proof of the same promptly, keeping Sequence fully and promptly informed on all matters affecting your affairs in general, and in particular, any liabilities, whether actual, potential or contingent, and all other information which may be necessary in order for the nominee director to carry out its role as a director, and that you shall not engage in any illegal activities or any activities in contravention of the laws of any country or territory.
1.14 You hereby irrevocably appoint Sequence and its authorised officers as your attorney-in-fact to, in your name and on your behalf, execute all documents and take all actions necessary to effect any necessary actions including the resignation of any Sequence Personnel from any office (in addition to our remedies under Clause 7.3) held in your entity (including Director or Company Secretary), or change in any of the company status or details, or its registered office address to any of its previous registered office address, or the contact/residential address of any of the officers or shareholders or agents, if: (i) you fail to pay any fees due to Sequence for more than thirty (30) days; (ii) you are in material breach of this Agreement; or (iii) we are unable to contact you for a period exceeding ten (10) days despite reasonable efforts. You agree to ratify all acts done by Sequence under this power of attorney. This power is given by way of security for Sequence's fees and interests and is irrevocable under section 4 of the Powers of Attorney Act 1971.
2.1 You shall pay the fees for our Services in accordance with the Agreement. Our Services may be on a one-off, ad hoc, or on a subscription or recurring basis, depending on the type of Service. It is agreed and understood that we are not obliged to commence, provide, or continue to provide our Services if any of our invoices or requests for payment are outstanding or unpaid, and such discontinuation of the provision of our Services shall not be taken as a breach on our part. In addition, we reserve the right to suspend, disable or terminate the provision of our Services in whole or in part.
2.2 Unless otherwise mutually agreed in writing or stated thereon, all our fees in respect of our Services are payable 100% in advance (as per the payment term stated in this Agreement as default, or as per the billing documents or mutual agreement within correspondences) before any work is due to start, and we shall not begin providing any services until the fees are collected in full. All Services (or along with any subscriptions), unless otherwise expressly discontinued by you, shall automatically renew thirty (30) days prior to the end of the applicable subscription period. You authorise Sequence to charge any digital payment method for the fees for the renewed subscription. There shall be no refund after such renewal payment has been made. Sequence may either invoice you via sending of a digital or physical invoice to the modes of contact communicated to us. Where there is a digital payment method prescribed by you, we shall be entitled to charge the payment method for the fees as per such invoices that may be sent to you. Where there is no digital payment method applicable, you shall make payment to us as per the payment terms via one of the means of payment below. Payment shall be due within thirty (30) calendar days of us sending the invoice unless otherwise stated or agreed. After fifteen (15) calendar days of such presentation, the amounts charged on the invoice will be conclusive if there are no disputes raised, or clarifications requested on the invoice. We reserve the right to charge interest on any overdue amounts at the rate of 1% per month on a compounded basis, or at the maximum rate allowed by the applicable Laws.
2.3 Sequence also reserves the right to decline any subscription or purchase of any Service for any reason. In the event where we do not accept payment, or decline to provide any Service for whatever reason, we will inform you and refund any amounts paid.
2.4 Our payment details are set out in our invoices. We shall be entitled to invoice you for our Services or additional services or fees (including disbursements) that are not contained in the subscriptions or retainers.
2.5 All payment of our fees must be paid without counterclaim and free and clear of any withholding or deduction or set-off, and all charges incurred, including bank charges, and connected with such remittance shall be wholly borne by you. Sequence shall be entitled to set off any amounts owing to us from you against any of our obligations towards you.
2.6 You acknowledge and agree that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then your liability to us will automatically be deemed a debt immediately due and payable. Any outstanding payments that you owe us shall attract late payment interest of 1% per month or part thereof on a compounded basis from the due date until actual payment of the overdue amount, whether before or after judgment.
2.7 Our fees are subject to, and are exclusive of, any applicable tax, disbursements, costs, and expenses, such as filing fees paid to ACRA, stamp fees, and other out-of-pocket expenses, which shall be borne by you at the prevailing rates.
2.8 Any prepayment or deposit remitted to us, shall not be used to offset any of our invoices during our engagement and shall only be returned after the conclusion of our engagement and all our bills have been fully paid. We are entitled, but not obliged, to set off the monies standing to your credit against our fees and disbursements due to us. If we set off the prepayment or deposit against any fees and disbursements due to us, you are required to make payment to us such that the amount we hold is as per the amount stated in our engagement.
2.9 In the event that any overpayment is made, the overpaid amount shall be applied as a credit toward any current or future amounts payable by you, including but not limited to any renewal subscription fees. Refunds of overpaid amounts shall only be made if expressly requested in writing within thirty (30) days of notification of the overpayment. If no such request is made, the overpayment shall remain as a credit on your account. Any unused credit shall expire and be forfeited without further notice twelve (12) months from the date the overpayment is recorded.
2.10 Notwithstanding Clause 2.1 and 2.2, payment of our fees does not automatically constitute our acceptance of such and the provision of Services.
2.11 Right of Lien. Without prejudice to any other rights or remedies, Sequence shall have a general lien over all books, records, documents, and assets of yours in our possession or control. We shall be entitled to retain possession of such items and withhold the transfer of any such items to you or any new service provider until all outstanding fees, disbursements, and interest owing to us have been paid in full.
3.1 "Confidential Information" means non-public data, information and other materials regarding the products, software, services, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party's information, of a third party) provided by the disclosing party to the receiving party where such information is marked or otherwise communicated as "proprietary" or "confidential," or by its nature be reasonably considered confidential and/or proprietary. You agree that any information or data that we may provide to you in connection with our Services, is also Confidential Information.
3.2 Confidential Information shall not include information which: (i) is already known to the receiving party prior to disclosure; (ii) becomes publicly available without fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without restriction on disclosure, or is approved for release by written authorisation from the disclosing party; (iv) is independently developed or created by the receiving party without the use of Confidential Information; or (v) is required to be disclosed by Law or governmental regulation, provided that, when legally permissible, the receiving party provides reasonable notice to the disclosing party of such required disclosure and reasonably cooperates with the disclosing party in limiting such disclosure.
3.3 Subject to the contrary in the Agreement, the receiving party agrees to: (i) use the Confidential Information only to perform or exercise rights granted under the Agreement; (ii) treat all Confidential Information in the same manner as it treats its own proprietary information, but in no case with less than reasonable care; and (iii) disclose the Confidential Information only to its employees and contractors who have a need to know such information, provided that any recipient shall be subject to obligations of confidentiality substantially similar to the terms of the Agreement. The receiving party shall be liable for the non-compliance of an employee or contractor.
3.4 You grant us a worldwide, non-exclusive, non-transferable, non-assignable, perpetual, irrevocable and royalty-free licence to (i) use and display the name, logos, trademarks or any other intellectual property rights of the entity you represent on our website and related marketing assets and identify you as our customer or business partner. To the extent that such name, logos, trademarks, or any other such intellectual property rights are owned by a person other than you or the entity you represent, you represent and warrant that you have entered into such arrangements with such persons as may be required for the grant of such rights and licences to us; (ii) use and publish your testimonials, feedback and case studies in publications, presentations and marketing assets created by us; and (iii) include you as a reference in our quotations, bidding documents, tender documents, submission for accreditations or awards or other documents of a similar nature.
4.1 Notwithstanding our Data Protection Policy, you represent, undertake and warrant that:
4.2 You agree to indemnify us against any and all losses, Damages, claims, or actions brought against us or any Injured Party as a result of your breach of any of your obligations under the Data Protection Laws.
4.3 You agree to indemnify us against any and all losses, Damages, claims, or actions brought against us or any Injured Party as a result of:
4.4 For the avoidance of doubt, an Injured Party shall have the right to enforce this Clauses 4.2 and 4.3 pursuant to and in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore.
5.1 You undertake, jointly and severally, to indemnify and keep Sequence or any Sequence Personnel indemnified on demand against any losses, Damages, claims, proceedings, charges, costs and expenses which they may suffer or incur, directly or indirectly, as a result of the provision of any part of our Services (including any omission on your part to provide Sequence or Sequence Personnel, if any, with all relevant information to enable Sequence or Sequence Personnel to discharge their duties under applicable laws); our reliance on any instructions, information, or approvals provided by you or your authorised representatives; any breach of this Agreement by you; or any claim by a third party arising from your use of the Services. This indemnity extends to all legal costs incurred by Sequence in enforcing its rights under this Agreement (including debt recovery) on a full indemnity basis. For the avoidance of doubt, Sequence Personnel shall have the right to enforce this Clause 5 pursuant to and in accordance with Contracts (Rights of Third Parties) Act 2001 of Singapore.
5.2 The scope of the subjects-matter of such indemnity includes any data protection, confidentiality, intellectual property, or other matters such as your use of our Services. The scope of the indemnity shall specifically cover situations where the state of affairs or transactions or any act or omission of the entity(ies) creates any liability on Sequence from any third party, including government agencies and the like, provided that these were not wholly due to Sequence's acts or omissions. An example is where there was incomplete or incorrect or inaccurate information, and failure to file or complete certain acts by a deadline in the past before Sequence took over to provide such Services.
5.3 Such indemnity shall not be limited or reduced whether or not the relevant facts, matters, or circumstances giving rise to the breach by you were known to Sequence or any Sequence Personnel. The rules of causation and remoteness of damage shall not apply to such indemnity claims.
6.1 In no event shall we be liable for any special, consequential, incidental, or indirect damages, however caused and under any theory of liability arising out of the Agreement or otherwise, including without limitation loss of profits, loss of data, loss of goodwill, loss of reputation, loss of revenue, or loss of use, whether or not we have been advised of the possibility of such damages or circumstances, arising out of, resulting from, or relating in any way to (i) your use or inability to use our Services; (ii) the cost of procurement of substitute services; (iii) unauthorised use, access, or alteration of your Data, our Services; (iv) statements or conduct of any third party (even if we were the ones who were liaising on behalf of you or the third party); or (v) any other matter related to our Services.
6.2 Our aggregate liability for all losses or Damages (including interest thereon, if any) and costs suffered or incurred, directly or indirectly, by you or by any third party that may have the benefit of or rely upon our work, under or in connection with this engagement, whether as a result of breach of contract or statutory duty, tort (including negligence), or any other act or omission by us, but excluding any losses, Damages, or costs that cannot lawfully be limited or excluded, shall be limited to the lower of (a) fees actually received for the specific Service giving rise to the claim, or (b) fees received in the trailing twelve (12) month period before the earliest claim. These fees shall exclude any disbursements, government filing fees, taxes, or out-of-pocket expenses, and shall be limited to the amount actually received by us from you for the specific Service giving rise to the claim.
6.3 You hereby acknowledge and agree that the provisions of the Agreement and the allocation of risk therein are essential elements of the bargain in our provision of our Services, without which we would not have provided our Services to you or entered into the Agreement.
6.4 Each exclusion and limitation operates separately, and if for any reason any part is held to be unreasonable or unenforceable, it shall be severed and replaced with the maximum limitation permitted by law, and the remainder shall continue to apply.
7.1 Unless terminated earlier in accordance with the Agreement, the Agreement shall commence on the date when you accepted the Agreement (including via the continued use of our Services as deemed acceptance) and remain in full force and effect while you use our Services.
7.2 We shall be entitled to terminate the Agreement, and any agreement in relation to the provision of our Services, without penalty or liability or the obligation to refund any monies already paid to us, immediately by written notice in any of the following circumstances:
7.3 Upon any termination of the Agreement, or any agreement for the provision of our Services:
7.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of the Agreement shall remain in full force and effect, including without limitation to, Clause 1 (Services), Clause 2 (Fees and Payment Terms), Clause 3 (Confidentiality), Clause 4 (Personal Data), Clause 5 (Indemnity), Clause 6 (Limitation of Liability), Clause 7 (Term and Termination), Clause 8 (Governing Law and Dispute Resolution), Clause 9 (General Provisions), Clause 10 (Definitions), Clause 11 (Introducer and Business Brokering Services).
8.1 The Agreement shall be governed by and construed under the Laws of the Republic of Singapore.
8.2 If any dispute arises under, out of, or in connection with the Agreement, including any question regarding the existence, validity or termination of the same, you shall in good faith try to settle it by emailing dispute@sequence.sg.
8.3 In the event that the parties do not reach a settlement on a dispute after 60 days from the date of the email referred to in Clause 8.2, the parties agree to submit all such disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the courts of Singapore.
9.1 Entire Agreement. The Agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contain the complete agreement between the parties. The Agreement may be modified only by subsequent written agreement of the parties. You acknowledge that no promise has been made to you other than those stated in the Agreement.
9.2 Force Majeure. Sequence shall not be liable for any delay or failure to perform resulting from Force Majeure Events, including the inability to provide you with access to or use of our Services. If a Force Majeure Event occurs that affects Sequence's performance of its obligations under the Agreement, Sequence's obligations under the Agreement will be suspended and the time for Sequence's performance of its obligations will be extended for the duration of the Force Majeure Event.
9.3 No Third-Party Beneficiaries. Save as expressly set out in the Agreement or provided in Clauses 4.4, 5.1, and 11.17, no third party who is not a party to the Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in the Agreement) shall have any rights to enforce or rely upon any of the provisions of the Agreement whether under any Law (including the Contracts (Rights of Third Parties) Act 2001 of Singapore) or otherwise.
9.4 Notice. Where Sequence requires that you provide an email address, you are responsible for providing Sequence with your most current email address. In the event that the last e-mail address you provided to Sequence is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Sequence's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
9.5 No Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.
9.6 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sequence's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Sequence shall have the right to assign the Agreement without your consent and without prior notice to you. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.
9.7 Severability. If a court or tribunal of competent jurisdiction finds any provision of the Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of the Agreement will remain in full force and effect.
9.8 Language. The Agreement is made in the English language only, and any translation of these terms of service in another language shall not be binding upon the parties.
9.9 Novation or Assignment as part of Sequence Corporate Initiatives. You agree that there may be future corporate re-organisations that may require the Agreement to be novated between you, Sequence, and any target entity(ies) that Sequence may require, and that you will provide the necessary approvals and acts to effect such re-organisations by making the target entity(ies) the counter-party to the Agreement. In any case, there shall not be any disruption to the Services nor any additional fees payable in respect of such re-organisations on your end.
10.1 In the Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:
"affiliates" means any related entity or corporation.
"Confidential Information" means the definition as defined in Clause 3.1 (or as supplemented by Clause 11 where applicable).
"Damages" means all direct and indirect liabilities, losses (including loss of profits, sales, business, revenue, business opportunity, goodwill, anticipated savings, reputation, or any other consequential losses), damages (including incidental, exemplary, special, punitive, and multiple damages or any other indirect damages), costs and expenses, fines and penalties, fees on a full indemnity basis and disbursements and costs of investigation, litigation, settlement, judgement and interest regardless of whether based upon warranty, contract, tort, statute, strict liability or otherwise.
"Data" means the data and information created, submitted to, or provided to Sequence by you for the purposes of providing you the Services, and for the avoidance of doubt, shall include your digital signature.
"Data Protection Laws" means the Personal Data Protection Act 2012 of Singapore and all subsidiary legislation for the time being in force.
"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic (including the COVID-19 pandemic or similar events); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any sanctions, embargo, or breaking off of diplomatic relations; (d) any change in Laws or any action taken by a Governmental Authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water, and telecommunications or major internet or cloud service providers or data centre.
"Governmental Authority" means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral authority or body (including any division thereof), anywhere in the world with jurisdiction over the relevant affairs of Sequence or you.
"Injured Party" means Sequence, any Sequence Personnel, and any related entity or corporation of Sequence.
"Laws" means any applicable statute, regulation, by-law, ordinance or subordinate or subsidiary legislation in force from time to time, including the common law as may be applicable from time to time and any applicable industry codes or standards which are of a mandatory and binding nature.
"Letter of Engagement" means any agreement signed by any party and Sequence for the purposes of documenting the terms of engagement between them.
"Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.
"Sequence Personnel" means Sequence, or any of its officers, employees, staff, representatives, and/or agents, and includes any such persons that have been appointed to act as a nominee director or nominee shareholder or company secretary.
"Services" means the services (including any information and content available therein) provided by Sequence. These services include anything that may be agreed between Sequence and you (whether by way of email, WhatsApp or other form of communication, whether or not encapsulated in a quote or letter of engagement). Our Services shall include any further services as agreed between Sequence and you at any point in time (including any services or goods provided before the effective date of the Agreement but that were contemplated to be governed by the Agreement).
10.2 Any words following the terms "including", "include", "in particular", or "for example" or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
11.1.1 This section 11 ("Terms") applies where a person or entity ("Client") engages Sequence to provide introducer or business brokerage services, whether formally or by conduct. It does not apply to any other service unless agreed in writing.
11.1.2 These Terms bind the Client once the Client accepts them in writing, including by way of instant messaging applications or by email. A letter or email from the Client, or a counter-signed engagement letter, that refers to these Terms and confirms the Client's instruction to proceed is sufficient acceptance. If the Client instructs Sequence to make, or accepts the benefit of, an Introduction after these Terms have been made available to it, the Client is taken to have accepted these Terms.
11.1.3 Sequence's role under this section is limited to identifying and introducing a Prospective Counterparty to the Client. Sequence does not act as buyer, seller, agent, trustee or fiduciary of the Client, and has no authority to negotiate, conclude or sign any transaction on the Client's behalf.
11.1.4 The commercial terms of each engagement (the Client's role, the counterparty to be sourced, the fee model, the rate or amount, any Target Price, and exclusivity) are those agreed in writing between the parties, whether in the engagement letter or in subsequent correspondence including email (the "Agreed Particulars"). Where the Agreed Particulars are silent on a matter, the defaults in this section apply.
11.1.5 This section is read with the general provisions of these Terms, which are found in the rest of this Agreement. The general provisions govern where this Clause 11 is silent or unclear, and cover, inter alia, notices, governing law and jurisdiction, assignment, waiver, severability, limitation of liability, late payment interest provisions, and entire agreement. Those provisions are not repeated here.
11.2.1 In this section, unless the context requires otherwise:
"Agreed Particulars" has the meaning in Clause 11.1.4.
"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore.
"Broker's Contact" means, in a broker engagement under Clause 11.12, the underlying principal that the Client represents and on whose behalf the Sale Shares or Assets are to be sold.
"Completion" means completion of the Proposed Transaction.
"Confidential Information" includes all business, technical, financial or other information created or exchanged between the parties in connection with this section for the purpose of a business sale, wholly or in part, or of an asset sale.
"Follow-up" means an attempt by the Client to contact a Prospective Counterparty, using details supplied by Sequence, to negotiate the Proposed Transaction.
"Introduce", "Introduced" and "Introduction" mean the introduction of a Prospective Counterparty to the Client by the method in Clause 11.4.
"Minimum Fee" has the meaning in Clause 11.6.5.
"Proposed Transaction" means the sale or purchase of the Sale Shares or Assets (or any part of them) between the Client (or, in a broker engagement, the Broker's Contact) and a Prospective Counterparty.
"Prospective Counterparty" means any person Introduced by Sequence to the Client (whether directly or indirectly) who may enter into the Proposed Transaction. Where the Client is disposing, this is a prospective purchaser. Where the Client is acquiring, this is a prospective seller.
"Sale Shares or Assets" means the shares or assets that are the subject of the Proposed Transaction, as described in the Agreed Particulars.
"SPA" means the written sale and purchase agreement (or equivalent binding agreement) for the Proposed Transaction.
"Target Price" means the figure stated as such in the Agreed Particulars, used only where a spread or hybrid fee model applies.
"Transaction" means the whole of the "Proposed Transaction" and all of the pre- and post- matters relating to the "Proposed Transaction".
"Transaction Consideration" means the total consideration, in cash (unless mutually agreed otherwise), payable for the Sale Shares or Assets under the SPA.
"writing" includes communication by email, or any other forms of physical or electronic communications.
11.3.1 The Client appoints Sequence to identify and Introduce one or more Prospective Counterparties on the terms of this section. The appointment is non-exclusive unless the Agreed Particulars state otherwise.
11.3.2 The appointment takes effect on acceptance under Clause 11.1.2 and continues until terminated under Clause 11.20.
11.3.3 The Client shall pay Sequence the fee set out in Clause 11.6.
11.4.1 Sequence shall, at its own discretion, identify and approach Prospective Counterparties to Introduce to the Client.
11.4.2 Sequence makes an Introduction by doing any act to make the Client known to the Prospective Counterparty, which may include providing the Client's name or details of the business or assets, to the Prospective Counterparty, and which may be by way of setting up or facilitating communications between them, or the act of or attempt in arranging a virtual or physical introduction meeting or call between them.
11.4.3 Sequence shall:
11.4.3.1 provide the Client with sufficient written contact details to enable the Client to contact the Prospective Counterparty or its contact person; and
11.4.3.2 ensure the Prospective Counterparty had consented to being contacted by the Client.
11.5.1 The Client shall Follow-up each Introduction with a view to Completion. If the Client decides not to contact a Prospective Counterparty, it shall inform Sequence by the end of the calendar month in which the decision is made.
11.5.2 If a Prospective Counterparty agrees to proceed, the Client shall enter into the SPA and provide Sequence with a true, accurate and complete copy of the executed SPA. This obligation survives termination or expiry of this section.
11.5.3 The fee under Clause 11.6 is payable even if the Client was already acquainted with, or had previously dealt with, the Prospective Counterparty before the Introduction. Prior acquaintance does not defeat the Introduction or the fee, provided the Prospective Counterparty was Introduced for the purpose of the Proposed Transaction.
11.6.1 Trigger. On Completion, Sequence is entitled to a fee, and the Client shall pay it.
11.6.2 Default. Unless the Agreed Particulars specify otherwise, the fee is 5% of the Transaction Consideration (and must be paid in cash, i.e. monetary consideration and not in-kind, only to Sequence).
11.6.3 Fee models. Where the Agreed Particulars specify a model, that model applies:
11.6.3.1 Percentage - the stated percentage of the Transaction Consideration;
11.6.3.2 Fixed - the stated fixed sum;
11.6.3.3 Spread - the amount by which the Transaction Consideration exceeds the Target Price; or
11.6.3.4 Hybrid - where the Transaction Consideration is equal to or below the Target Price, the stated percentage of the Transaction Consideration; and where it exceeds the Target Price, the stated percentage of the Target Price plus the full amount by which the Transaction Consideration exceeds the Target Price.
11.6.4 Buyer engagements. Where the Client is acquiring, only the percentage model (Clause 11.6.3.1) or the fixed model (Clause 11.6.3.2) is available. The spread and hybrid models do not apply.
11.6.5 Minimum Fee. The fee shall not be less than 5% of the Transaction Consideration (the "Minimum Fee"), unless the Agreed Particulars expressly specify a lower fee. Where the fee calculated under the spread or hybrid model is less than the Minimum Fee, the fee is the Minimum Fee.
11.6.6 Taxes. All fees are exclusive of Goods and Services Tax and all other taxes, levies and duties. The Client pays these in addition, at the prevailing rate, where applicable.
11.6.7 Partial transactions. The fee is payable even if the SPA covers only part of the Sale Shares or Assets, so long as the SPA relates to the Sale Shares or Assets. The Target Price is applied on a pro-rated basis where only part is transacted. Where there is a subsequent transaction for the whole or part of the remainder of the Sale Shares or Assets, the fee payable shall be increased to extend to that part as well.
11.6.8 Payment method. The Client shall pay, or procure payment of, the fee by wire transfer (or as otherwise directed by Sequence) of funds to the account notified by Sequence.
11.6.9 Payment timing. Unless the parties agree otherwise in writing, the fee is due on the earlier of: (a) 5 working days after the first payment of consideration under the SPA by whichever party is the payer; or (b) 5 working days after signature of the SPA.
11.6.10 Non-refundable. Once accrued, the fee is non-refundable, including where the Proposed Transaction is later varied, rescinded or unwound for any reason.
11.6.11 Survival and tail. The fee obligation survives termination or expiry of this section. Sequence is entitled to the fee on any Introduction made during the term that results in Completion within forty-eight (48) months after termination or expiry.
11.7.1 Nothing in this section creates a partnership or, except as expressly stated, an agency between the parties.
11.7.2 Sequence has no right or authority to do any act, enter any contract, make any representation, give any warranty, incur any liability or assume any obligation on behalf of the Client, or to bind the Client in any way.
11.8.1 Sequence provides introductions only. It does not provide legal, financial, tax, accounting or investment advice, and does not draft, negotiate or advise on the SPA or any transaction document under these Introductions or Business Brokering services. You acknowledge that, and it is hereby made known to you that, Sequence Business Services Pte. Ltd. (UEN 202346260R) does not hold the requisite Capital Markets Services Licences regulated by the Monetary Authority of Singapore.
11.8.2 The Client is responsible for its own due diligence and for appointing its own legal, financial and tax advisers. Each party deals with the other, and with any Prospective Counterparty, in its own interest and at its own risk.
11.9.1 Each party shall keep the other's Confidential Information confidential during and after the term. This obligation survives termination or expiry, and does not apply to information that: (a) is or becomes public other than through breach; (b) was already lawfully held by the recipient; (c) is received from a third party free to disclose it; or (d) is required by law to be disclosed.
11.9.2 The Client shall not circumvent or attempt to circumvent this section, including the provisions on calculation and payment of the fee, and shall act with the highest standards of ethics in its dealings with Sequence.
11.9.3 The Client shall indemnify Sequence in full against all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses (including legal costs on a full indemnity basis) that Sequence incurs in connection with the Client's breach of Clause 11.9.2.
11.9.4 This Clause 11.9 applies to each Client from the time the Client enters into a Letter of Engagement or this Terms of Service (or Agreement) with Sequence, and to all Confidential Information disclosed, received or accessed in connection with any Transaction, whether before, on or after the date of that Letter of Engagement.
11.9.5 In connection with a Transaction a Client may both disclose and receive Confidential Information. In respect of each item of Confidential Information, the party (or the person on whose behalf it is disclosed) who discloses it is the "Disclosing Party" and the party who receives it is the "Receiving Party".
11.9.6 The definitions in this "Confidentiality Section" only apply within Clause 11 and prevail over the other definitions in this Agreement to the extent where they conflict; otherwise the definitions in this Agreement shall apply. In this Confidentiality Section (Clauses 11.9 to 11.18), unless the context otherwise requires:
"Confidential Information" additionally includes all information in connection with the Purpose, and all Personal Data, disclosed, furnished or communicated by or on behalf of a Disclosing Party and/or its related corporations (as defined in the Companies Act 1967, or if not enforceable in the particular jurisdiction then alternatively as defined by general law) to a Receiving Party or any person acting on the Receiving Party's behalf, in any form and whether or not marked confidential, together with the existence and contents of each Transaction and the matters in Clause 11.12; but excluding any information falling within the exclusion categories contained in Clause 11.9.1;
"Introduction Chain" means, in respect of a Transaction, the party or sequence of parties (including Sequence and any introducer, broker, agent, adviser or other intermediary) through whose introduction, disclosure or act a Client, counterparty or Transaction opportunity was directly or indirectly made known;
"Personal Data" means any data, whether true or not, about an individual who can be identified from that data, or from that data and other information to which the Receiving Party has or is likely to have access, and bears the meaning given under the Personal Data Protection Act 2012 of Singapore (or if not enforceable in the particular jurisdiction then alternatively as defined by general law);
"Process" (in any form) means the collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure, transmission, combination, blockage, erasure or destruction of, or any other operation performed on, Personal Data;
"Purpose" means the identification, evaluation, negotiation, facilitation and potential or eventual consummation of the Transaction, including the introduction, sourcing and brokerage coordination undertaken by Sequence;
"Representative" means, in relation to a Receiving Party that is an entity, any of its directors, officers, employees or formally appointed consultants.
11.10.1 In consideration of the disclosure and release of Confidential Information by or on behalf of a Disclosing Party, each Receiving Party undertakes, for a period of five (5) years from the date of receipt of the relevant item of Confidential Information, to:
11.10.1.1 hold and keep the Confidential Information in confidence and not disclose it, or any part of it, to any third party, except (where the Receiving Party is an entity) to such of its Representatives whose duties require them to possess or consider it strictly on a need-to-know basis, and who have first agreed to keep it confidential and to be bound by obligations equivalent to this Confidentiality Section.
11.10.1.2 use the same degree of precaution to protect the Confidential Information as the Receiving Party uses to protect its own confidential information of like importance, and in no event less than reasonable care; and
11.10.1.3 not use the Confidential Information, in whole or in part, for any purpose other than the Purpose.
11.10.2 Each Receiving Party is responsible for any breach of this Confidentiality Section by any of its Representatives, and shall take all reasonable measures (including court proceedings) to restrain any prohibited or unauthorised disclosure or use of the Confidential Information by them.
11.10.3 Nothing in this Confidentiality Section prevents disclosure to the extent required in or in connection with any legal proceedings arising out of the Letter of Engagement or this Confidentiality Section, or as required under clause 11.9.1, provided that the Receiving Party (where lawful and practicable) first gives the Disclosing Party prompt written notice to enable it to seek protective relief.
11.11.1 The Client shall not, whether by use of Confidential Information or otherwise, circumvent or attempt to circumvent the Introduction Chain by which the Client, any counterparty or any Transaction opportunity was introduced.
11.11.2 In particular, the Client shall:
11.11.2.1 deal in respect of the Transaction only through the Introduction Chain by which it was introduced, and through Sequence;
11.11.2.2 not approach, solicit, negotiate or contract with any Disclosing Party, counterparty, or any person upstream or downstream in the Introduction Chain, otherwise than through Sequence and the relevant introducer(s); and
11.11.2.3 not enter into, procure or facilitate any transaction or arrangement structured to avoid, reduce or defer any introducer fee, brokerage or success fee that would otherwise be payable in connection with the Transaction.
11.11.3 This Clause 11.11 applies regardless of whether the Transaction completes through the structure originally contemplated, and extends to any related, alternative or substitute transaction with the same or a connected counterparty arising from the introduction.
11.12.1 Each Client shall keep confidential, and treat as Confidential Information: (a) the existence, terms and status, and all matters of each Transaction and of any discussions or negotiations relating to it; (b) the identity of, and the fact of any engagement or dealing with, any other party to a Transaction; and (c) the terms of this Agreement and this Confidentiality Section.
11.12.2 Sequence is not obliged to disclose to any Client the identity of, or any information concerning, any other Client or party who has engaged Sequence or acceded to a Transaction, save to the extent necessary for the Purpose.
11.12.3 On the Disclosing Party's written request, the Receiving Party shall return or destroy all Confidential Information in tangible form, and all copies of it, whether supplied to or reproduced by the Receiving Party or its Representatives, provided that the Receiving Party may retain such copies as are required by any law, court or regulatory authority, or by its internal audit or compliance procedures, and any copies created automatically by its archiving or back-up systems, all of which remain subject to this Confidentiality Section.
11.13.1 These obligations are given in compliance with the Personal Data Protection Act 2012 of Singapore. Without prejudice to any other provision of this Confidentiality Section, each Receiving Party shall, and shall procure that its Representatives shall:
11.13.1.1 only Process Personal Data in accordance with this Clause 11.13 and applicable law, limit access to those of its employees or other staff or consultants who need it in connection with the Purpose, and ensure that they are made aware of these obligations;
11.13.1.2 only transfer Personal Data to countries whose applicable laws protect it to a comparable standard as assessed by Sequence to that which the Disclosing Party is obliged to provide under Singapore and other applicable laws;
11.13.1.3 Process Personal Data solely for the Purpose, and not for any other purpose unless expressly authorised by the Disclosing Party in writing;
11.13.1.4 not transfer or disclose Personal Data to any third party (save a third party acting as its agent or subcontractor or partner entity, or otherwise engaged by it) unless such third party is bound by data protection provisions no less stringent than this Clause 11.13, while remaining responsible for that third party's breach;
11.13.1.5 at all times take all appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss, damage to, or destruction of Personal Data;
11.13.1.6 promptly notify the Disclosing Party of any complaint, notice or communication relating directly or indirectly to the Personal Data or its Processing, and comply with the Disclosing Party's instructions in handling it;
11.13.1.7 implement appropriate technical and organisational measures to enable the Disclosing Party to respond to requests to exercise data-subject rights under applicable data protection laws, taking into account the nature of Processing and the information available to the Receiving Party;
11.13.1.8 assist the Disclosing Party in ensuring compliance with its security, data-breach notification, impact-assessment and supervisory-authority consultation obligations under applicable data protection laws;
11.13.1.9 correct, delete, return or provide to the Disclosing Party any copies of the Personal Data, and take any other action in relation to it, as instructed by the Disclosing Party from time to time, and confirm in writing once done, instructing any onward recipients to do likewise;
11.13.1.10 within ninety (90) days of any Personal Data no longer being needed for the Purpose and after being instructed by the Disclosing Party, destroy all copies in its possession or control, save that it may retain one copy solely to the extent necessary to comply with applicable law (to be destroyed promptly once that obligation ceases);
11.13.1.11 promptly notify the Disclosing Party in writing on becoming aware of any compromise of Personal Data, including any unauthorised, unlawful or unintended Processing, access, disclosure, exposure, alteration, loss, damage, corruption or destruction of Personal Data; and
11.13.1.12 cooperate on request with any relevant data protection supervisory authority.
11.14 Nothing in this Confidentiality Section grants the Receiving Party, or shall be construed as granting it, any licence or right to use the Confidential Information other than for the Purpose, or any licence or right under any patent, copyright or other intellectual property.
11.15 No failure to exercise, or delay in exercising, any right or remedy under or pursuant to this Confidentiality Section operates as a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy prevents any further exercise of it or the exercise of any other right or remedy.
11.16.1 Each party acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Confidentiality Section, and agrees that Sequence and each Disclosing Party (and their respective related corporations) shall be entitled to seek specific performance and injunctive relief from any court of competent jurisdiction, in addition to all other remedies available to it.
11.16.2 Without limiting clause 11.16.1, where a Client breaches any part of this Confidentiality Section, the Client shall indemnify and hold harmless each affected party (including Sequence and each introducer, broker, agent or other layer in the Introduction Chain) and shall put each such party in the position it would have been in had the breach not occurred, including payment of all introducer fees, brokerage and success fees that would have been payable to that party in connection with the Transaction.
11.17.1 The obligations of each Client under this Confidentiality Section are owed to Sequence and, as a separate and independent covenant, to each Disclosing Party whose Confidential Information is received by that Client or whose Introduction Chain involves that Client (each a "Beneficiary").
11.17.2 Each Beneficiary, and each related corporation of Sequence, although not a party to the Letter of Engagement or this Agreement, may enforce the terms of this Confidentiality Section (including Clauses 11.10 to 11.13) in its own right under the Contracts (Rights of Third Parties) Act 2001, and may recover its own loss as if it were a party. A Beneficiary is identified as a member of a class and need not be named in, or be in existence at the date of, the Letter of Engagement or this Agreement.
11.17.3 Notwithstanding clause 11.17.2, Sequence or the Client may amend, vary, waive, release, compromise or terminate the Letter of Engagement or this Confidentiality Section, in whole or in part, without the consent of any Beneficiary or other third party.
11.17.4 The rights conferred on a Beneficiary under this Confidentiality Section are not assignable or transferable.
11.17.5 Save as expressly provided in this Clause 11.17, a person who is not a party to the Letter of Engagement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Confidentiality Section.
11.18.1 This Confidentiality Section survives the completion, expiry or termination of the Letter of Engagement, or this Agreement, and the Services, and continues to bind each Client in respect of each item of Confidential Information for the period specified in Clause 11.10 and, in respect of Personal Data, for so long as the Receiving Party holds it.
11.19 Clause 11.9 survives termination or expiry of this section.
11.20.1 Either party may terminate this section immediately by giving written notice if the other: (a) commits a material breach that, if capable of remedy, is not remedied within 14 days of written notice (this applies only to the applicable scope of this Section); or (b) becomes insolvent or subject to a bankruptcy or winding-up order.
11.20.2 Either party may terminate this section for any other reason on not less than two months' written notice.
11.20.3 Termination is without prejudice to any rights that have already accrued, including Sequence's right to a fee (including a right to a fee that will accrue in the future post-termination by virtue of an Introduction) under Clause 11.6.11.
11.21.1 Where the Agreed Particulars identify the Client as acquiring the Sale Shares or Assets:
11.21.1.1 references to a Prospective Counterparty are read as a prospective seller;
11.21.1.2 the Proposed Transaction is the sale of the Sale Shares or Assets by the Prospective Counterparty to the Client; and
11.21.1.3 only the percentage or fixed fee model applies (Clause 11.6.4).
11.22.1 Where the Agreed Particulars identify the Client as a broker engaging Sequence to source counterparties for an underlying Broker's Contact:
11.22.1.1 Sequence Introduces Prospective Counterparties to the Client for onward introduction to the Broker's Contact;
11.22.1.2 the Proposed Transaction is between the Broker's Contact and the Prospective Counterparty, and Completion is completion of that transaction;
11.22.1.3 the Client remains the party liable to pay the fee under Clause 11.6, and shall procure that the Broker's Contact signs the SPA, provides a true copy, and observes Clause 11.11 (non-circumvention); and
11.22.1.4 the Client's obligations in Clause 11.5 are satisfied by the Client procuring the Broker's Contact to perform them, failing which the Client performs them itself.