Terms of Use

The website, platform and Services provided by Sequence Business Services Pte. Ltd. (UEN 202346260R) of 140 Robinson Road, #09-02, Tahir Building, Singapore 068907 (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 Use. These Terms of Use include and incorporate by reference our Data Protection Policy published at www.sequence.sg/dpp (“Data Protection Policy”).

By accessing or using any Sequence website or platform, including the Platform, or any Services provided through it, you agree to be bound by these Terms of Use, which form a binding agreement between us and you (the “Agreement”). These Terms of Use are not a signed document and bind you by your access to and use of the website and the Platform. If you do not agree to these Terms of Use, you must not access or use the Platform or the Services.

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.

We may update or revise these Terms of Use from time to time. Any updated version takes effect when it is posted or otherwise made available. Your continued access to or use of the Platform or the Services after any update has come into effect, whether or not notified to you, constitutes your acceptance of the updated Terms of Use. If you do not accept any part of such an update, you must stop accessing and using the Platform and the Services.

1. Application of These Terms of Use

1.1 Where you are also a client under our Terms of Service (www.sequence.sg/tos), or a party to an introducer fee agreement, non-disclosure agreement or other written agreement signed by Sequence and you, the Terms of Service (including any Letter of Engagement) or that agreement, as the case may be, prevails over these Terms of Use to the extent of any inconsistency, and these Terms of Use apply in addition only in respect of your access to and use of the website and the Platform. Introducer and business brokerage services, including any listing, matching or introduction made through the Platform, are provided only under such an introducer fee agreement and/or non-disclosure agreement, and nothing in these Terms of Use varies it.

2. Access and Licence to Use the Platform

2.1 Limited Licence. Subject to your compliance with the Agreement and payment of all applicable fees, we grant you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable licence to use and access the Platform and the Content solely for your internal business use.

2.2 Restrictions. You shall not directly or indirectly, except to the extent that any law (including sections 187, 239, 240 and 244 of the Copyright Act 2021) permits the act despite this Clause 2.2:

2.2.1 use the Platform to create any service, software or documentation that performs substantially the same functionality as, or otherwise competes with, Sequence;

2.2.2 disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the Platform;

2.2.3 probe, scan, or test the vulnerability of the Platform or any systems or network infrastructure connected with the Platform;

2.2.4 use the Platform for any unlawful activity or activity prohibited by these Terms of Use;

2.2.5 access, copy, extract, download, index or monitor the Platform or any Content by any robot, spider, scraper, crawler or other automated means, or in bulk, save for a search engine that complies with our robots.txt instructions or with our prior written consent;

2.2.6 circumvent, disable or interfere with any login, paywall, access control, rate limit or other technical measure that we use to protect the Platform or any Content, or access any part of the Platform that you are not authorised to access;

2.2.7 use any Content, or any data obtained from the Platform, to build, compile, train or improve any database, directory, listing or matching service, or any artificial intelligence or machine learning model, or otherwise to compete with Sequence; or

2.2.8 frame, mirror, republish or redistribute any part of the Platform or any Content.

2.3 Updates and Availability. We may update the Platform from time to time, and may change its content at any time. We strive to maintain availability, but on occasion we need to perform maintenance which may require a period of downtime. We do not guarantee that the Platform will be error-free, uninterrupted, or accessible on any particular hardware or devices.

3. User Accounts and Security

3.1 Registration. To access the Platform, you may be required to register a user account. You must provide true, accurate, current, and complete information.

3.2 Credential Security. You act as the administrator of your account. You agree to treat your access credentials (username and password) as confidential and not to disclose such information to any third party. You are responsible for all activity that occurs under your user account.

3.2.1 You must ensure that passwords are very strong and not easily guessable.

3.2.2 You must notify Sequence immediately if you suspect or become aware of any unauthorised use of your login credentials.

3.3 Monitoring. Sequence reserves the right to view, monitor, and record your activity on the Platform without notice or permission from you.

4. Data Rights and Use

4.1 Your Data. You retain ownership of the data you submit (“Data”). However, to provide the Services and improve our Platform, we require broad rights to use this Data.

4.2 Licence to Sequence. By submitting Data to the Platform, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable licence to collect, access, modify, distribute, audit, reproduce, copy, transmit, store, analyse, and back up your Data.

4.3 Right to Use Data “At Will”. You explicitly agree that Sequence is entitled to use your Data to:

4.3.1 provide, protect, and improve our products and services, whether now in existence or in the future;

4.3.2 create anonymised statistical data from your Data and usage of our Services, including through aggregation. Once anonymised, we may use such data for our own purposes, including commercialisation, benchmarking, developing new product offerings, identifying business trends, and sharing with third parties; and

4.3.3 disclose Data to third-party service providers and partners to enable and support such purposes.

4.4 Accuracy. We shall be entitled to rely upon the reliability, completeness, accuracy, details, and currency of all Data provided to us by you without independently verifying it.

4.5 Confidentiality and Personal Data. Clauses 4.2 and 4.3 are subject to the confidentiality provisions of our Terms of Service and of any introducer fee agreement or non-disclosure agreement between you and Sequence, where they apply to you, and to our Data Protection Policy. In particular, Data concerning a business, shares or assets offered for sale, or an acquisition sought, through the Platform is disclosed only as that agreement permits, and personal data within your Data is collected, used, disclosed and processed only in accordance with the Data Protection Policy.

5. Fees and Payment Terms

5.1 Prepayment. Unless otherwise mutually agreed in writing, all our fees are payable 100% in advance before access to the Platform or Services is granted.

5.2 Automatic Renewal. All subscriptions 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.

5.3 No Refunds. There shall be no refund after a renewal payment has been made. All purchases are final.

5.4 Late Payment. Any outstanding payments that you owe us shall attract simple interest 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. You agree that this rate reflects Sequence’s legitimate interest in timely payment and is not out of all proportion to that interest. We reserve the right to suspend, disable or terminate your access to the Platform if you fail to pay any amounts when due.

6. Confidentiality and Intellectual Property

6.1 Sequence IP. You acknowledge that the Platform, including all software, text, graphics, logos, and proprietary materials used therein, are the property of Sequence and are protected by copyright and intellectual property laws. You acquire no ownership rights in the Platform.

6.2 Marketing Rights. You grant us a worldwide, royalty-free licence to use and display your name, logos, and trademarks on our website and marketing assets to identify you as our customer. This Clause 6.2 does not apply in respect of any introducer or business brokerage engagement, or any proposed sale or acquisition, save with your prior written consent, given after completion of the transaction concerned, for the specific use.

7. Disclaimers and Limitation of Liability

7.1 “As Is” Basis. The Platform and the Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.2 No Professional Advice. You acknowledge that Sequence is not a law firm or practice and that no Sequence Personnel is acting as a lawyer. The Platform does not constitute legal advice.

7.3 Exclusion of Damages. In no event shall we be liable for any special, consequential, incidental, or indirect damages, including loss of profits, loss of data, loss of revenue, or loss of use, whether or not we have been advised of the possibility of such damages.

7.4 Liability Cap. Our aggregate liability for all losses or Damages arising out of or in connection with the Agreement shall be limited to the lower of (a) the fees actually received by us for the specific service giving rise to the claim, and (b) the fees actually received by us in the trailing twelve (12) month period before the earliest claim. Where you are a client under our Terms of Service, Clause 6 of the Terms of Service applies in place of this Clause 7.4.

7.5 Non-Excludable Liability. Nothing in these Terms of Use excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

8. Indemnity

8.1 You undertake to indemnify and keep Sequence indemnified on demand against any losses, Damages, claims, proceedings, charges, costs, and expenses (including legal costs on a full indemnity basis) which we may suffer or incur arising out of or in connection with:

8.1.1 your use of the Platform or the Services;

8.1.2 your breach of the Agreement;

8.1.3 your violation of any applicable laws, rules, or regulations; or

8.1.4 any claim by a third party arising from your Data.

8.2 Listings and Buying Mandates taken. If you copy, extract or use any Listing or Buying Mandate (including an anonymised teaser or profile of one) in breach of Clause 2.2.5, 2.2.6, 2.2.7 or 2.2.8, you shall pay Sequence, as liquidated damages, S$2,500 for each Listing and S$1,250 for each Buying Mandate so copied, extracted or used. The parties agree that these sums are a genuine pre-estimate, made at the date of the Agreement, of Sequence’s loss, being its average cost of originating, verifying and maintaining a Listing or a Buying Mandate. This Clause 8.2 does not affect Sequence’s right to an injunction or other equitable relief, or its right to recover under Clause 8.1 its costs of detecting, investigating and stopping the breach and any loss other than the value of those Listings and Buying Mandates.

9. Term and Termination

9.1 We shall be entitled to terminate the Agreement and your access to the Platform immediately by written notice if you breach any of your obligations under the Agreement and such breach is not remedied within fourteen (14) days.

9.2 We may also terminate or suspend your subscription or access immediately if we reasonably believe there is a risk, such as a potential breach of law or regulation, associated with you or your account. We may also suspend or terminate your access immediately, without notice and without any period to remedy, if you breach Clause 2.2.

9.3 Upon termination, 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.

9.4 Clauses 2.2, 4, 6, 7, 8, 10 and 11, and any other provision which by its nature is intended to continue, survive the termination of the Agreement and of your access to the Platform.

10. Governing Law and Dispute Resolution

10.1 The Agreement shall be governed by and construed under the Laws of the Republic of Singapore.

10.2 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 you is given by email to the email address registered to your user account or otherwise last notified to us.

10.3 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 10.2, 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.

10.4 You acknowledge that damages alone may not be an adequate remedy for a breach of Clause 2.2 or Clause 6, and that Sequence may seek an injunction, specific performance or other equitable relief for any such breach without first giving notice under Clause 10.2.

11. Definitions

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

11.1.1 “Buying Mandate” means any request or mandate to acquire a business, shares or assets, which is recorded on, or made available through, the Platform.

11.1.2 “Content” means all text, data, listings, profiles, images, documents, software and other material on, or made available through, the Platform, other than your Data.

11.1.3 “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, costs and expenses, fines and penalties, and fees on a full indemnity basis.

11.1.4 “Data” means the data and information created, submitted to, or provided to Sequence by you for the purposes of providing you the Services.

11.1.5 “Listing” means any business, shares or assets offered for sale on, or through, the Platform.

11.1.6 “Platform” means the website, online platform service, mobile application, and associated webpages provided by Sequence, including but not limited to those hosted on platform.sequence.sg.

11.1.7 “Sequence Personnel” means Sequence, or any of its officers, employees, staff, representatives, and/or agents.

11.1.8 “Services” means the services (including any information and content available therein) provided by Sequence.