Terms of Service

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. We shall give notice of each revision to your registered email address. A revision takes effect for you thirty (30) days after that notice is given or, where the revision is required by applicable Law, on such earlier date as that Law requires and the notice states. Before a revision takes effect, you may terminate the affected Services by written notice to us without charge, in which case the unrevised version continues to apply to those Services until the termination takes effect. Continued use of our Services after a revision has taken effect constitutes your acceptance of the revised Agreement.

1. Services

1.1 Our Services are subject at all times to this Agreement and any other terms that may be agreed between Sequence and you. Where a written agreement signed by Sequence and the Client is inconsistent with these Terms of Service, the signed agreement prevails to the extent of the inconsistency, and these Terms of Service otherwise continue to apply. Where any other document is inconsistent with these Terms of Service and has not been signed by both Sequence and the Client, these Terms of Service prevail to the extent of the inconsistency. Introducer and business brokerage services are not provided under these Terms of Service. Sequence provides them only under a separate written agreement (an introducer fee agreement and/or a non-disclosure agreement, as applicable), whether or not through a platform, and nothing in this Agreement (including Clause 9.1) supersedes, varies or otherwise affects any such agreement. Your access to and use of any Sequence website or platform is also governed by the Terms of Use published at www.sequence.sg/tou, which apply in addition to these Terms of Service; to the extent that these Terms of Service and the Terms of Use are inconsistent, these Terms of Service 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 of this Agreement 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 but are not limited to: the timely approvals or endorsements, as required, by the managers, directors, officers or members of the entity that you represent; the timely provision of any change in circumstances or information in you or in relation to the entity that you represent that we would not be aware of unless updated by you; the timely provision of your financial statements and other financial information, or that of the entity that you represent.

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) 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, accounting or 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 be entitled to terminate this Agreement and refund the sums paid to us after deducting any reasonable amounts for any work done or assessments made, and for any disbursements. 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 or entities in scope of the Services, or in relation to the Services. Where any rectification is required to meet a statutory deadline falling within fourteen (14) days, or to avoid a penalty or enforcement action, and you have not accepted or rejected the revised quote within three (3) Business Days after it is sent (or such shorter period as that deadline reasonably requires), Sequence may proceed with that rectification without further approval and charge you for the work done and the related disbursements, up to the amount of the revised quote unless you approve a higher amount in writing, and shall notify you in writing of the work done and the amount charged. 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 we can also 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):

• for physical mail, whether or not it is marked private and confidential or with wording to that effect, we shall have the right and authority to open such mail, and thereafter to deal with it entirely at our discretion. This includes the right to decide whether to forward the item (or any digital or physical copy of it) to you or not; whether to retain physical or digital copies of the item, and for how long; and to take any action directly ourselves, without forwarding the item to you or seeking your instructions, where we consider the item not to be relevant or necessary for your attention (for example, advertisements, marketing materials, or notices of bank account fees or charges). Any physical originals which we decide to retain will be kept for a period of three (3) months, in which you may collect them, after which we will shred these documents.
• for physical items (such as bank cards or other deliveries) received on your behalf, the same rights of retention, disposal and direct action described above in relation to physical mail apply equally. Physical items which we decide to retain shall be kept at our offices for a period of three (3) months, in which you may collect them, after which we will courier them to you and invoice you for such courier and any applicable administrative charges.
• we shall, once in every working week, check for mail and physical items received at our offices and, in the same weekly exercise, scan and send to your registered email address any item then found which on its face is or appears to be legal process, a statutory demand, a court document or a notice from a Governmental Authority; save as set out in this paragraph, we shall have no obligation to open, process, act upon or notify you of any mail or item within any particular time. The receipt of any physical deliveries at our offices on your behalf, and the delivery, return or courier of any mail or items to you, shall in each case be entirely at our discretion as to whether, when and how this is done, and we shall be under no obligation to accept, collect or deliver any mail or items within any particular time frame. Where our provision of the relevant Services has ended or is terminated for any reason, any mail or items which we receive on your behalf after such cessation shall be dealt with entirely at our discretion (including as to retention, disposal or destruction), and we shall have no obligation to forward, retain, store, deliver or otherwise deal with the same in any particular manner, nor to notify you of receipt. Nothing in this Clause 1.5, Clause 2.1 or Clause 2.11 permits us to withhold, dispose of or delay sending to you any item described in the first sentence of this paragraph while our address is used as your registered office.

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 of this Agreement. All consequences of failure to manage or clear such dependencies shall be borne by you (for example, 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:

• provide, protect, and improve our products and services, whether now in existence or in the future;
• improve our internal processes;
• provide statistical analysis;
• use, for our marketing purposes, only (i) Data which is not personal data, in anonymised or aggregated form that does not identify you, any entity you represent or any Subject Company, and (ii) personal data for which the individual concerned has given separate, optional consent that may be withdrawn at any time;
• protect the integrity of any data held by us;
• ensure your compliance with the Agreement and any applicable Laws;
• engage, use, or rely on third party service providers, tools, and technologies (including cloud-based, automated, and artificial intelligence-enabled tools), whether based in Singapore or overseas, to assist us in providing, operating, and improving the Services; and
• disclose such data and information if required by Law or law enforcement authorities, to enforce the Agreement, or to protect our rights or those of other users.

1.11 We are entitled to immediately destroy, dispose of or delete any of your Data upon cessation of this Agreement or of our Services to you. Notwithstanding the above, 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 none 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 service providers, such as a recognised legal practice.

1.13 Where any nominee director or 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 the authorised signatory of Sequence who signed the Letter of Engagement between you and us or, if there is no such signatory or that person ceases to be an officer or employee of Sequence or is unable to act, any director of Sequence (in each case, "the Attorney") as your true and lawful attorney and agent 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 addresses, or the contact or 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 and confirm all lawful acts, matters and things done or purported to be done by the Attorney pursuant to this power of attorney. The Attorney may, to the extent permitted by law, delegate or sub-delegate all or any of the powers, authorities and discretions conferred by this power of attorney to any person, upon such terms and conditions as the Attorney considers appropriate, and may revoke or vary any such delegation. The additional events in which this power may be exercised include any Trigger Event under Clause 1.15, and this power of attorney extends to, and may be exercised to give effect to, each Protective Action under Clause 1.15. Where Sequence or any Sequence Personnel provides a Custodial Service (as defined in Clause 1.15.1), you shall, and shall procure that the Subject Company shall, within seven (7) days of Sequence's written request, execute on paper as a deed, in accordance with the donor's constitution (where the donor is a body corporate) and applicable Law, and deliver to Sequence, a power of attorney in Sequence's standard form for the purposes of this Clause 1.14 and Clause 1.15, and any failure to do so is a Trigger Event. This power of attorney is given by way of security for Sequence's fees and interests and is deemed to be irrevocable until the date on which (i) such fees and interests are paid in full to Sequence, (ii) all Trigger Events have been resolved and (iii) no Protective Actions need to be taken. This Clause 1.14 is subject to Clause 1.15.8.

1.15 Nominee and Registered Office Services: Protective Rights, Step-In and Strike-Off.

1.15.1 This Clause 1.15 applies where Sequence or any Sequence Personnel provides any of the following Services (each a "Custodial Service"): (a) nominee director services; (b) nominee shareholder services; (c) provision of a registered office address; or (d) any analogous service under which Sequence or any Sequence Personnel holds an office, title, address or position in or for you or any entity you represent (the "Subject Company"). This Clause 1.15 is in addition to, and does not limit, Clauses 1.13, 1.14, 2.11 and 7.3, our rights at law, or any separate nominee deed, declaration of trust, indemnity or security arrangement.

1.15.2 Trigger Events. Each of the following is a "Trigger Event":

1.15.2.1 any fee, disbursement or other sum due to Sequence remains unpaid in whole or in part for more than fourteen (14) days after its due date;

1.15.2.2 you fail to provide, complete, maintain or update any KYC, customer due diligence, source-of-funds, beneficial ownership or other compliance information or document requested under Clauses 1.7, 1.9, 1.13 or otherwise, within the time specified or, if none is specified, within seven (7) days of request;

1.15.2.3 Sequence is not satisfied, in its sole and absolute discretion, as to the bona fides, compliance, activities, solvency, reputation or affairs of you or the Subject Company, or is of the view that continuing to provide a Custodial Service may expose Sequence or any Sequence Personnel to any legal, regulatory, reputational, financial, tax or other risk;

1.15.2.4 we are unable to obtain a substantive response from you on any matter for a period exceeding thirty (30) days despite reasonable efforts to contact you;

1.15.2.5 any filing, lodgement, return, resolution, consent, payment, register update or other action is required by any Governmental Authority, by applicable Law, or under the constitution of the Subject Company, and is or may become urgent, time-sensitive, due or overdue; or

1.15.2.6 any event occurs that entitles us to suspend, disable or terminate the Services or the Agreement, including under Clauses 1.8, 1.16, 2.1 or 7.2.

1.15.3 Protective Actions. On or at any time after a Trigger Event, Sequence and any Sequence Personnel may, without further notice to or consent from you and without liability to you, take any one or more of the following actions in respect of the relevant Custodial Service and the Subject Company, in such order and manner as Sequence considers appropriate (each a "Protective Action"):

1.15.3.1 suspend or cease provision of the Custodial Service, including ceasing to act as, and declining to perform any function of, nominee director, nominee shareholder or company secretary;

1.15.3.2 resign or retire, or procure the resignation or retirement of, any Sequence Personnel from any office held in the Subject Company, and remove the Subject Company from any registered office address provided by Sequence;

1.15.3.3 revert the registered office address, or the contact or residential address of any officer, shareholder or agent, to any previous such address or to any address of yours or of the Subject Company on record;

1.15.3.4 make, lodge, sign or withhold any filing, return, resolution, notice, consent or other document with any Governmental Authority that Sequence considers necessary or desirable, including to effect or record any Protective Action or to comply with applicable Law;

1.15.3.5 exercise any and all rights, powers and discretions attaching to any office held, or any shares held as nominee, by Sequence or any Sequence Personnel in the Subject Company, including voting, convening or requisitioning meetings, passing or procuring resolutions, appointing or removing directors or officers, and otherwise directing, managing or taking control of the Subject Company, in each case so far as permitted by law;

1.15.3.6 apply for, or procure or facilitate an application for, the striking off of the Subject Company from the register under section 344A of the Companies Act 1967 (or any successor or equivalent provision, or the equivalent in any relevant jurisdiction), or refrain from objecting to, or take no step to prevent, any striking off initiated by the Registrar or any Governmental Authority;

1.15.3.7 deal with, transfer, re-register, surrender or otherwise dispose of any shares held by Sequence or any Sequence Personnel as nominee in the Subject Company, and apply any proceeds towards sums owing to Sequence, in each case acting in good faith to protect or recover Sequence's fees and interests; and

1.15.3.8 take any other step, and otherwise deal with the Subject Company, as Sequence in its discretion considers fit to protect or recover its fees, interests or position, or to comply with or avoid any breach of applicable Law.

1.15.4 Authority and ratification. The powers in this Clause 1.15 are in addition to, and may be exercised under, the irrevocable power of attorney granted in Clause 1.14 and any power of attorney executed as a deed and delivered under Clause 1.14, each of which extends to every Protective Action, and this Clause 1.15 grants no further power of attorney. The Attorney (as defined in Clause 1.14) may, under that power, take each Protective Action in your name and on your behalf and, so far as you are able to authorise it, on behalf of the Subject Company. You undertake to ratify and confirm all such acts, and to procure, so far as you are able, that the Subject Company does so. This Clause 1.15.4 is subject to Clause 1.15.8.

1.15.5 Right, not obligation. Each Protective Action is a right and not an obligation. Sequence is under no duty to take, continue or complete any Protective Action, to monitor the affairs of the Subject Company, or to make any filing or payment on its behalf, and shall not be liable for any consequence of taking, not taking, and/or the manner or timing of, any Protective Action.

1.15.6 Continuing liability and indemnity. The taking of any Protective Action does not release you from any accrued or continuing liability to Sequence, including all fees, disbursements, interest and costs. You shall indemnify Sequence and each Sequence Personnel on a full indemnity basis against all losses, Damages, claims, proceedings, costs and expenses (including legal costs on a full indemnity basis and all filing, penalty, restoration and government fees) arising out of or in connection with any Trigger Event or any Protective Action, save to the extent caused by Sequence's own negligence, breach or wilful default. For the avoidance of doubt, an Injured Party shall have the right to enforce this Clause 1.15.6 pursuant to and in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore.

1.15.7 Resident director. You acknowledge that where a Sequence Personnel is the sole director or sole resident director of the Subject Company, a resignation may not take effect under section 145 of the Companies Act 1967 until a suitable replacement director is appointed and registered. You shall, on demand, appoint and register such replacement and provide all documents and information required, failing which Sequence may take any Protective Action (including under Clauses 1.15.3.6 to 1.15.3.8) and exercise its rights under Clause 7.3.

1.15.8 Limits. Nothing in Clause 1.14, this Clause 1.15 or Clause 7.3 requires or authorises any Sequence Personnel holding office as a director or secretary of the Subject Company to act otherwise than in accordance with his or her duties to the Subject Company under the Companies Act 1967 and at law, or any Sequence Personnel holding shares as nominee to act otherwise than in accordance with the relevant declaration of trust or nominee deed. Each Protective Action under Clauses 1.15.3.4 to 1.15.3.8 may be taken only so far as permitted by law and, where it involves any statement to a Governmental Authority, only where that statement is true. Any power to sell or otherwise deal with shares held as nominee, for Sequence's benefit, arises only under a declaration of trust or nominee deed, which you shall execute on paper on Sequence's request.

1.16 Anti-Money Laundering, Reporting Obligations and Non-Disclosure

1.16.1 Sequence and Sequence Personnel are or may be subject to obligations under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 ("CDSA"), the Terrorism (Suppression of Financing) Act 2002, and other applicable Laws, including an obligation under section 45 of the CDSA to file a suspicious transaction report with the Suspicious Transaction Reporting Office where Sequence knows or has reasonable grounds to suspect that any property represents the proceeds of, or is connected with, criminal conduct.

1.16.2 Where Sequence makes, or considers making, any such report or disclosure, section 57 of the CDSA, section 10B of the Terrorism (Suppression of Financing) Act 2002 and other applicable Laws may prohibit Sequence from disclosing to you, or to any other person, that a report has been made or is contemplated, or any information likely to prejudice an investigation. Accordingly, Sequence may not be able to tell you why it has taken, or declined to take, any step.

1.16.3 Sequence may, without giving any reason and without notice, delay, suspend, decline to perform, or terminate any Service, transaction or payment, and may decline to accept or continue any engagement, where Sequence considers this necessary or desirable to comply with, or to avoid a breach of, any applicable Law, sanctions regime, or internal compliance policy.

1.16.4 Sequence shall have no liability to you or to any other person for any loss, Damages, cost, delay or liability of any kind arising out of or in connection with any act or omission under this Clause 1.16, including any report, delay, suspension, refusal or termination, or any failure to give reasons for it. No such act or omission is a breach of the Agreement.

1.16.5 You shall promptly provide all information and documents Sequence requests for the purposes of its customer due diligence, screening, sanctions, source-of-funds and beneficial ownership checks, and shall notify Sequence promptly of any change to that information.

2. Fees and Payment Terms

2.1 You shall pay the fees for our Services in accordance with this Agreement. Our Services may be on a one-off, ad hoc, and/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 correspondence) 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 invoice or 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. Clause 2.2A applies to every invoice. We reserve the right to charge simple interest on any overdue amounts at the rate of 1% per month, calculated daily, from the due date until actual payment, whether before or after judgment, or at the maximum rate allowed by applicable Laws, whichever is the lower. The parties to this Agreement agree that this rate is a genuine pre-estimate, made at the date of this Agreement, of the loss which Sequence suffers from late payment.

2.2A Invoice clarification and disputes. Within fourteen (14) days after an invoice is sent to you, you may once request clarification of it in writing, identifying the items on which clarification is sought, and Sequence shall respond in writing. You may dispute an invoice only by written notice (a "Dispute Notice") which identifies the amount disputed and the specific grounds of dispute, given in the manner set out in Clause 8.2 within seven (7) days after Sequence's response to your request for clarification or, if no clarification was requested, within fourteen (14) days after the invoice was sent. A Dispute Notice is also a notice under Clause 8.2. If no Dispute Notice is given within that time, the invoice is final and binding on you, and conclusive against you as to the amount due, save for manifest error or fraud, provided that the invoice was sent by email to your registered email address; an invoice sent only by message to your registered contact number, or otherwise than by email to your registered email address, does not become final, binding or conclusive under this Clause 2.2A. A further request for clarification, or any request or communication which does not comply with this Clause 2.2A, does not extend any period under this Clause 2.2A and is not a Dispute Notice. The undisputed part of an invoice is payable on its due date whether or not a Dispute Notice is given. Nothing in this Clause 2.2A prevents Sequence from invoicing or recovering any amount omitted from, or under-stated in, an invoice. Nothing in this Clause 2.2A excludes or restricts any claim which you may have against Sequence for breach of this Agreement or otherwise, which you may bring in accordance with Clause 2.5.

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 applicable 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 payments of our fees shall be made in full, without withholding, deduction or set-off, save that you may set off any sum which Sequence has admitted in writing to be due to you, or which has been awarded to you by a final judgment of a court of competent jurisdiction. All charges incurred in connection with such remittance, including bank charges, 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. Nothing in this Clause 2.5 prevents you from bringing any claim against Sequence, whether in separate proceedings or by counterclaim, but no such claim entitles you to withhold or delay payment of any sum due to Sequence.

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 to us shall attract simple interest at 1% per month, calculated daily, from the due date until actual payment of the overdue amount, whether before or after judgment, or at the maximum rate allowed by applicable Laws, whichever is the lower. The parties agree that this rate is a genuine pre-estimate, made at the date of this Agreement, of the loss which Sequence suffers from late payment.

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/or 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. Sequence shall notify you in writing of any overpayment within thirty (30) days of recording it, and you may request a refund of any unused credit at any time within twelve (12) months of that notification. On termination of this Agreement any unused credit shall be refunded after deduction of sums owing to Sequence. Any credit neither applied nor refunded within twelve (12) months of that notification lapses, provided that Sequence has sent you a written reminder at least thirty (30) days before the date of lapse; if no such reminder has been sent, the credit does not lapse until thirty (30) days after Sequence sends one.

2.10 Notwithstanding Clauses 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. Our lien further extends to common seals, constitutional documents and certificates, and all books, records, documents and assets of yours, and of any Subject Company which is the Client or has agreed to this Clause 2.11, in our possession or control; and we may suspend or withhold any registered office, mail-handling or company secretarial service, and decline to release or hand over any such items, until all outstanding fees, disbursements, interest and costs have been paid in full. Nothing in this Clause 2.11 extends the lien to, or entitles us to withhold, any register, minute book or other record which you or the Subject Company are required by Law to keep at a registered office or other place, or to make available for inspection or production. While any sum remains unpaid, we shall keep such records available for inspection as required by Law, supply copies at your cost on request, and deliver the originals to any replacement company secretary or registered office provider on written request by you or the Subject Company. This Clause 2.11 is subject to Clause 1.5.

3. Confidentiality & Intellectual Property

3.1 "Confidential Information" means non-public data, information and other materials regarding the products, software, services, or business of a party (and, 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 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. Personal Data

4.1 Notwithstanding our Data Protection Policy, you represent, undertake and warrant that:

• for any personal data of individuals that you will be or may be disclosing or disclose to us, that you would have prior to disclosing such personal data to us obtained consent from the individuals whose personal data is being disclosed, to:

• permit you to disclose the individuals' personal data to us for the purposes set out in our Data Protection Policy; and
• permit us (whether in Singapore or overseas) to collect, use, disclose and/or process the individuals' personal data for the purposes set out in our Data Protection Policy;

• you shall notify the individuals whose personal data is disclosed to us of the relevant purposes for such disclosure;
• any personal data of individuals that you disclose or will be disclosing to us is accurate. Further, you shall give us notice in writing as soon as reasonably practicable should you be aware that any such personal data has been updated or changed after such disclosure;
• you shall at our request, assist us to comply with all applicable Data Protection Laws; and
• for any personal data of individuals that you will be or may be disclosing to us, that you are validly acting on behalf of such individuals and that you have the authority of such individuals to provide their personal data to us and for us to collect, use, disclose and process such personal data for the purposes set out in our Data Protection Policy.

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, save to the extent caused by Sequence's own negligence, breach or wilful default.

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:

• your breach of any of the provisions in this Clause 4 by you; and/or
• any action or omission by you, that causes Sequence to be in breach of the Data Protection Laws or any other applicable Laws,

in each case save to the extent caused by Sequence's own negligence, breach or wilful default.

4.4 For the avoidance of doubt, an Injured Party shall have the right to enforce Clauses 4.2 and 4.3 pursuant to and in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore.

4.5 Data protection compliance. The following applies to all Services:

4.5.1 Data Protection Officer. Sequence has appointed a Data Protection Officer who may be contacted at dpo@sequence.sg in relation to any question, request or complaint concerning personal data, including any request to access or correct personal data or to withdraw consent.

4.5.2 Do Not Call Register. Before sending any specified message to a Singapore telephone number for the purpose of offering or advertising the supply of goods or services, Sequence will check the relevant registers of the Do Not Call Registry maintained under Part 9 of the Personal Data Protection Act 2012 (the "PDPA") (or rely on a valid exemption, including clear and unambiguous consent given in evidential form or an ongoing relationship where permitted). You shall do likewise in respect of any specified message you send in connection with the Services, and shall not require or request Sequence to send any specified message in breach of Part 9 of the PDPA.

4.5.3 Data breach. Where either party becomes aware of any unauthorised access to, collection, use, disclosure, copying, modification or disposal of personal data held by it in connection with the Services, it shall promptly notify the other party in writing with sufficient particulars, shall assess whether the incident is a notifiable data breach under Part 6A of the PDPA, and shall make any notification to the Personal Data Protection Commission and to affected individuals that Part 6A requires of it, within the periods prescribed. Each party shall provide the other with reasonable co-operation and information for that purpose.

4.5.4 Transfer limitation. Where either party transfers personal data out of Singapore, it shall take appropriate steps to ensure that the recipient is bound by legally enforceable obligations to provide the transferred personal data with a standard of protection that is at least comparable to that under the PDPA.

4.5.5 Independent organisations and data intermediary. For Sequence's own onboarding, due diligence and relationship management, Sequence and the Client are each an independent organisation for the purposes of the PDPA, and each determines its own purposes for collecting, using and disclosing personal data. Where Sequence maintains registers or records, makes filings, prepares accounts or payroll, or otherwise processes personal data on behalf of and for the purposes of the Client or a Subject Company, it does so as a data intermediary under a contract evidenced in writing by this Agreement, and shall protect, retain and dispose of that personal data, and notify any data breach, in accordance with the obligations which the PDPA imposes on a data intermediary and the Client's reasonable written instructions. Each party remains responsible for its own compliance with the Data Protection Laws.

5. Indemnity

5.1 You (and, where more than one person is the Client, each of them jointly and severally) undertake 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. Nothing in this indemnity covers loss caused by Sequence's own negligence, breach or wilful default. For the avoidance of doubt, Sequence Personnel shall have the right to enforce this Clause 5 pursuant to and in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore.

5.2 The scope of the subject-matter of such indemnity includes any data protection, confidentiality, intellectual property, and/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 or entities 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, incorrect or inaccurate information, and/or 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.

6. Limitation of Liability

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 or 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 greater of (a) the total fees paid or payable for the specific Service giving rise to the claim in respect of the twelve (12) month period before the earliest claim, and (b) Singapore Dollars Ten Thousand (S$10,000). For the purposes of this Clause 6.2, fees exclude any disbursements, government filing fees, taxes, or out-of-pocket expenses.

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, that part alone shall be severed and the remainder shall continue to apply.

6.5 Nothing in the Agreement excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.

7. Term and Termination

7.1 Unless terminated earlier in accordance with this Agreement, this Agreement shall commence on the date when you accepted this Agreement (including via the continued use of our Services as deemed acceptance) and remain in full force and effect until every Service provided under it has been completed or has ended. The completion of any individual Service, cessation or suspension of use of the Services, inactivity or lapse of time is not of itself a termination or expiry of this Agreement, which ends only when it is terminated in accordance with this Agreement (including under Clause 1.16 or 7.2).

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:

• we are required to do so to comply with any applicable Law;
• you become the subject of a petition in bankruptcy or any other proceeding (including the passing of any resolution) relating to insolvency, receivership, liquidation, assignment for the benefit of creditors;
• you commit a material breach of the Agreement which, if capable of remedy, is not remedied within seven (7) days of written notice, or you indicate by words or conduct that you will not perform a material obligation under the Agreement;
• any continuous due diligence processes reveal any activities, publicity, or relationships that are not acceptable to us, including but not limited to any potential links to AML/CFT activities, reputational issues or disputes; or
• you engage in any illegal activity or are in any way non-compliant, or may become non-compliant, in relation to any regulated activities.

Where we terminate or suspend on any ground relating to money laundering, terrorism financing, sanctions, fraud or other financial crime, or under Clause 1.16, we are not obliged to give any reason for doing so, and notice may be given without stating a reason. Nothing in this Clause 7.2 requires Sequence to disclose anything that Sequence is or may be prohibited from disclosing under section 57 of the CDSA, section 10B of the Terrorism (Suppression of Financing) Act 2002 or any other applicable Law.

7.3 Upon any termination of this Agreement, or any agreement for the provision of our Services:

• our Services shall be immediately terminated and shall cease to be provided to you;
• your Data, may be deleted from our database at our discretion. You acknowledge and agree that we will not have any liability whatsoever to you for the deletion of your Data;
• where applicable, you shall promptly pay all amounts due to us as of the effective date of termination;
• we shall not be liable to refund any amounts paid to us;
• subject to Clause 1.15.8, where applicable, you shall execute, or procure to be executed, all such documents and do all things to effect the resignation or replacement of Sequence Personnel which have been appointed as officers (for example, director or secretary) of you. If the resignation or replacement of Sequence Personnel which have been appointed as officers of the Subject Company are not effective, or cannot be effected, pursuant to any applicable law (for example, where the Sequence Personnel is the sole director or resident director of you), you shall procure a suitable replacement for such Sequence Personnel within seven (7) days of us notifying you to do so, failing which we shall be entitled, without prejudice to all other rights under the Agreement or otherwise, to apply to any court for specific performance, an order that you be wound up, damages and/or any other remedial action (including but not limited to striking off the Subject Company), and you shall be liable to reimburse us and/or the Sequence Personnel for all fees, charges, costs and expenses incurred thereby (including legal costs on a full indemnity basis); and
• without prejudice to the foregoing, Sequence may exercise any Protective Action under Clause 1.15 (including the resignation of Sequence Personnel, reverting the registered office address, taking control of, dealing with shares in, or applying to strike off the relevant entity), and the rights in Clause 1.15 survive termination of this Agreement.

7.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect, including Clause 1 (Services), Clause 2 (Fees and Payment Terms), Clause 3 (Confidentiality & Intellectual Property), 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) and Clause 10 (Definitions).

7.5 Termination of this Agreement, on any ground and by either party, is without prejudice to any rights that have already accrued.

8. Governing Law and Dispute Resolution

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 its existence, validity or termination, the party raising it shall notify the other in writing, and the parties shall in good faith try to settle it. Notice to Sequence is given by email to dispute@sequence.sg; notice to the Client is given by email to its registered email address.

8.3 The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of all disputes arising out of or in connection with the Agreement. A party may commence proceedings in respect of a dispute where the parties have not settled it within sixty (60) days from the date of the notice under Clause 8.2, or where no such notice has been given, or earlier where that party seeks urgent injunctive or interim relief, is at risk of being time barred, or claims a fee, debt or other liquidated sum. Clause 8.2 is not a condition precedent to proceedings for any fee, debt or other liquidated sum, and no failure to comply with Clause 8.2 affects the jurisdiction of the courts of Singapore or is a ground for a stay of proceedings.

9. General Provisions

9.1 Entire Agreement. Save as provided in Clause 1.1, the Agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the complete agreement between the parties. This Agreement may be modified only by subsequent written agreement of the parties, save for revisions made in accordance with the introductory provisions of these Terms of Service. No waiver of any right of Sequence is effective unless it is in writing, expressly stated to waive that right, and signed (including electronically) by a director of Sequence. You acknowledge and agree that in entering into the Agreement you have not relied on any statement, representation, assurance, forecast or promise, whether oral or written, that is not set out in the Agreement, including any statement about whether, when or on what basis a fee is payable, or what Sequence will do. Nothing in this Clause 9.1 limits or excludes liability for fraud or fraudulent misrepresentation.

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 1.15.6, 4.4 and 5.1, 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. Notwithstanding any right conferred on a third party under the Agreement, the parties may by agreement rescind or vary the Agreement (including any term conferring such a right), and Sequence may revise these Terms of Service in accordance with their introductory provisions, in each case without the consent of that third party, and this is an express term for the purposes of section 3(3) of the Contracts (Rights of Third Parties) Act 2001 of Singapore.

9.4 Notice. Where Sequence requires that you provide an email address or contact number, you are responsible for providing Sequence with your most current email address and contact number, and for notifying Sequence in writing of any change. Any notice, invoice or other communication by Sequence to you under the Agreement may be given by email to your registered email address and/or by message (including by instant messaging application) to your registered contact number. A communication sent by email to your registered email address is given, and is effective, on dispatch, whether or not it is delivered, opened or read, including where that address is not valid or is for any reason not capable of receiving it; and a communication sent by message to your registered contact number is given, and is effective, on dispatch, whether or not it is opened or read. If Sequence receives an automated notice of non-delivery of any such communication, Sequence shall in addition use reasonable efforts to re-send it to any other email address, or by message to any other contact number, which you have used to communicate with Sequence, but neither the non-delivery nor any re-sending affects the time at which the communication was given. Where more than one person is the Client, a communication sent by email to an email address stated in the Letter of Engagement as the shared address for notices to those persons is given to each of them; where no such shared address is stated, a communication is given to any of them only if it is sent by email to that person's registered email address. An invoice sent by message alone, and not by email to your registered email address, does not become final, binding or conclusive under Clause 2.2A. Any notice by you to Sequence under the Agreement shall be given by email to the email address stated for notices to Sequence in the Letter of Engagement or, if none, to info@sequence.sg, and is effective on receipt, save that a notice under Clause 8.2 shall be given as provided in that Clause.

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. No single or partial exercise of any right, and no acceptance by Sequence of part-payment or of late payment, is a waiver of that right or of any other right, or an agreement to accept less than the full amount due, whatever any accompanying communication states.

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, subcontracting, delegation, or transfer in violation of the foregoing will be null and void. Sequence may assign, charge or otherwise transfer any of its rights under the Agreement (including any right to a fee) without your consent, and shall give you written notice of any assignment; after receiving that notice you shall pay the assignee as stated in it. 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 this Agreement, or any part of a provision, invalid or unenforceable, that provision or part shall be severed, without any other provision being rewritten, and the remainder of the Agreement will remain in full force and effect. Where a provision would be valid and enforceable if some part of it were deleted, it shall apply with such deletion as is necessary to make it valid and enforceable.

9.8 Language. This 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's Corporate Initiatives. You consent in advance to the novation of the Agreement (including all accrued and future rights to fees) by Sequence to any related corporation of Sequence (as defined in the Companies Act 1967), or to any successor to all or part of its business, named in a written notice from Sequence to you. The novation takes effect on the date stated in the notice, from which the named entity assumes Sequence's obligations and acquires its rights under the Agreement as if it were an original party, and Sequence is released from its obligations arising after that date. You shall sign any document reasonably required to record the novation. 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.

9.10 Electronic Acceptance and Signature. You agree that this Agreement, any Letter of Engagement, and any variation, notice or consent under them, may be accepted, signed or given electronically, including by clicking to accept, by electronic signature platform, by email, or by instant messaging application, and that an electronic record or signature has the same effect as a signature on paper. Records maintained by Sequence of any such acceptance, including access logs, timestamps and audit trails, are admissible and are prima facie evidence of the matters recorded. This Clause 9.10 does not apply to any excluded matter under the First Schedule to the Electronic Transactions Act 2010 (including a will, an indenture, a declaration of trust, a power of attorney, and any contract for or conveyance of immovable property or an interest in it), which must be signed in the manner required by Law. Any other document expressed to be a deed (including an accession deed or a deed of guarantee) may be signed electronically, provided that where an individual executes a deed the signature is witnessed and attested in a manner permitted by Law, and Sequence may in any case require that a deed be signed on paper.

10. Definitions

10.1 In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:

"affiliates" means any related entity or corporation.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore.

"CDSA" means the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore.

"Client" means you and, where the context requires, the entity, company or organisation you represent.

"Confidential Information" has the meaning given in Clause 3.1.

"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.

"Dispute Notice" has the meaning given in Clause 2.2A.

"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; (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 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" and "Law" each mean 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 a letter of engagement issued by Sequence to the Client (including its appendices and any acceptance form forming part of it) and signed or otherwise accepted by the Client.

"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.

"registered contact number" means, in relation to a Client, the telephone number stated for notices to the Client in the Letter of Engagement or, if the Client has later notified Sequence in writing of a different telephone number for notices, the number last so notified or, if no number is stated or notified, any telephone number which the Client has used for communications with Sequence (including by instant messaging application).

"registered email address" means, in relation to a Client, the email address stated for notices to the Client in the Letter of Engagement or, if the Client has later notified Sequence in writing of a different email address for notices, the address last so notified or, if no address is stated or notified, any email address which the Client has used for communications with Sequence.

"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.