Engagement Terms

Engagement Terms

1. Effective Date

Date of receipt of CLIENT’s electronic acceptance and submission of this form.

2. Withdrawal of Acceptance

Upon acceptance by CLIENT of this Engagement, no request for cancellation or termination by CLIENT will be allowed. Any change to the scope of Services and/or any additional Services shall be subject to mutual written agreement.

3. CLIENT’s Responsibilities

1. CLIENT shall assign an authorized personnel to execute this Contract.
   
   
2. CLIENT shall make all management decisions with respect to the suitability and   adequacy of the hardware or software system selection through its director(s) and/or its authorised employees, who are preferably senior management.
   
   
3. The successful completion of this engagement is dependent on CLIENT’s timely co-operation, including providing any materials and information requested by RSM. CLIENT agrees to take all reasonable steps to facilitate the completion of the Services within 30 days. RSM shall not be liable for any delay(s) caused directly or indirectly by CLIENT.
   
   
4. CLIENT agrees to provide RSM with accurate and complete information for it to perform due diligence checks and/or verify the identity and eligibility of CLIENT, its ultimate parent companies, its affiliates, its beneficial owners, its shareholders, and their directors, officers and its authorized representatives, prior to the commencement of work and on an on-going basis.
   
   
5. Upon completion of the Services, CLIENT shall cooperate with RSM and sign-off on the Consultancy Report (if any), within 5 working days from submission by RSM.
   
   
6. RSM reserves the right to substitute any personnel assigned to CLIENT at its discretion during the duration of this engagement.
   
   
7. All meetings will be conducted remotely via teleconferencing tools
   
   
   

4. Subcontractors and Other Advisors for Advisory

From time to time, RSM may use the services of its subsidiaries, affiliates, member firms of RSM Network or third parties (“Subcontractors”) to assist in providing the Services to CLIENT and CLIENT hereby authorizes RSM to release any information necessary to enable the Subcontractors to perform any task required of them.

5. Data Protection & Confidentiality

1. Each party shall comply with the relevant provisions of the Personal Data Protection Act 2012 (the “Act”) in relation to the collection, use and disclosure of personal data, and shall only deal with such data to fulfil its obligations under the engagement. RSM has reasonable and appropriate technical and security measures in place to protect CLIENT’s personal data which will be managed in accordance with and subject to the terms of the Privacy Statement set out in RSM’s website (as updated from time to time).
   
   
2. Where CLIENT provides any personal data to RSM for this engagement (including for independence and conflicts clearance, due diligence and background checks), CLIENT shall have obtained all requisite consents in writing from each data subject such that no further consents will need to be obtained by RSM.
   
   
3. CLIENT acknowledges that RSM, its subsidiaries and affiliates may store, host, process, transmit and backup data in connection with this engagement in a cloud hosted and managed by Microsoft (including Microsoft Dynamics 365, Microsoft 365 and Microsoft Azure), subject to the respective license terms and conditions.
   
   
4. RSM may refer to or use CLIENT’s name/logo and general description of the engagement in RSM’s marketing material provided no confidential information is disclosed.
   
   
5. RSM may retain copies of documents and files provided by CLIENT or on behalf of CLIENT in connection with the engagement as required by law, regulation, professional standards or business practice.
   
   
6. Any documents and files retained by RSM on completion of the engagement will remain subject to the confidentiality obligations under this Engagement.

6. Use of Tools and Reports

1. CLIENT acknowledges that RSM may use software and technologies owned by, licensed to or developed by RSM, its subsidiaries, affiliates or licensors (“Tools”) in the performance of the Services. Any use by or access granted to CLIENT thereof is solely for this engagement and subject to the terms and conditions applicable to such Tools as notified by RSM. RSM, its subsidiaries, affiliates or licensors will retain ownership of all intellectual property rights and other proprietary rights of any kind in the Tools that are used or developed in connection with this engagement.
   
   
2. CLIENT shall not rely on or use draft reports, deliverables or advice, whether oral or written issued by RSM, which may be subject to further work, revision or investigation.
   
   
3. Reports and templates are copyright of RSM. Any unauthorized use, including, without limitation, redistribution or reproduction of part or all of the contents in any form is strictly prohibited. CLIENT is not allowed to distribute or commercially exploit the contents. CLIENT may use the template for CLIENT internal non-commercial purposes only. In no event shall RSM be liable for damages arising directly or indirectly from any use of the information contained in this engagement and RSM makes no guarantee as to the accuracy of the information presented. RSM expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement in connection with your reliance on this engagement and its deliverables.

7. Exclusion of Liabilities

The Services are provided by RSM to CLIENT on an “as-is” basis and in no event shall RSM be liable for any claim, liability, damages expenses, or losses howsoever arising, relating to or in any way arising from the Services rendered (regardless of form of action whether in engagement, negligence or otherwise) .

This provision shall survive the completion or termination of this engagement.

8. Termination

RSM may terminate this engagement in whole or in part, with immediate effect upon written notice to CLIENT if RSM determines that any law, regulation, rule or professional requirement prohibits RSM from providing the Services or that the provision of the Services creates a conflict or breach of RSM’s independence caused by a change in circumstances (including without limitation changes in ownership of CLIENT).

Upon termination of this engagement for any reason, any and all outstanding fees and expenses incurred for work undertaken up to that point shall remain payable to RSM.

9. Governing Law and Dispute Resolution

This Engagement shall be governed by and interpreted in accordance with Singapore law. If a dispute arises, the parties will attempt to resolve it by discussion and negotiation before commencing mediation in accordance with the Mediation Procedures for the time being in force by the Singapore Mediation Centre.