General Terms and Conditions

Our Relationship with You

1. We will perform the Services in a timely manner using reasonable professional skill and competence and in accordance with applicable professional standards. 

2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other. 

3. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services except where losses or liabilities are caused by our negligence or breach of contract.

Your Responsibilities   

4.  You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes. 

5.  You shall provide (or use reasonable endeavours to cause others to provide) to us, in a timely manner, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services. 

6.  To the best of your knowledge, (a) all information provided by you or on your behalf ("Client Information") will be accurate and complete in all material respects; and (b) the provision of Client Information to us will not infringe any copyright or other third-party rights. 

7.  We will rely, with reasonable care, on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it unless it is known to us not to be reliable or there are grounds for us to suspect its veracity. 

8.  Each of us shall be responsible for our respective personnel's compliance with our respective obligations under this Agreement.

Reports

9.  Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement ("Reports"), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services). 

10.  You may not disclose a Report (or any portion or summary of a Report), or refer to us in connection with the Services, except: 

a.  to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the Services,

b.  to the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify us unless prohibited from doing so), 

c.  to other persons (including your affiliates) with our prior written consent, who have executed an access letter substantially unless such access letter has been dispensed with, who may use it only as we have specified in our consent, or 

If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided unless you have sought our prior consent. 

11.  You may incorporate into your internal documents any summaries, calculations or tables based on Client Information contained in a Report which contents of such internal documents you shall be responsible for.

12.  You may not rely on any draft Report. Unless required by you, we shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery. 

Limitations

13.  Each of you and RAYN may not recover from the other party, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

14.  Each of you and RAYN may not recover from the other party, in contract or tort, under statute or otherwise, aggregate damages in excess the fees paid for the Services under this Agreement in connection with claims arising out of this Agreement or otherwise relating to the Services. 

15.  If a party ("First Party") is liable to the other party ("Second Party") (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage to which any other third parties have also contributed, the First Party's liability to the Second Party shall be as determined by law provided always such liability shall be limited to the proportion of the total loss or damage that the First Party has caused. 

16.  You shall make any claim relating to the Services or otherwise under this Agreement in accordance with the limitation periods prescribed by law. 

17.  The limitations in Sections 14 and 16 will not apply to losses or damages caused by our fraud or wilful misconduct or to the extent prohibited by applicable law or professional regulations. 

Indemnity

18.  To the extent permitted by applicable law and subject to Sections 13 and 14, you shall indemnify RAYN against all valid claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the disclosure of any Report or a third party's use of or reliance on any Report where such disclosure, usage or reliance is proved to be directly attributable to us. You shall have no obligation hereunder to the extent that we have specifically authorised, in writing, the third party's reliance on the Report.

Intellectual Property Rights

19.  We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how ("Materials") that we own or license in performing the Services. To the best of our knowledge, such use of Materials will not cause you to infringe any copyright or other third-party rights. We retain all intellectual property rights in the Materials (including Reports, any improvements or knowledge independently developed by us while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them). 

20.  Upon payment for the Services, you may use any Materials included in the Reports as permitted by this Agreement. We hereby assign to you all Data Protection copyright and other intellectual property rights in the Reports (excluding ownership rights in the Materials included in the Reports) for your use consistent with the purpose of the Services. 

Confidentiality

21.  Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that are designated as confidential or ought reasonably to be treated as confidential and / or proprietary. Either of us may, however, disclose such information to the extent that it:

a.  is or becomes public other than through a breach of this Agreement, 

b.  is subsequently received by the recipient from a third party who, to the recipient's knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information, 

c.  was known to the recipient at the time of disclosure or is thereafter created independently, 

d.  is disclosed as necessary to enforce the recipients rights under this Agreement, or 

e.  must be disclosed under applicable law, legal process or professional regulations. 

22.  Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. 

23.  Unless prohibited by applicable law, we may disclose Client Information to other persons on a need to know basis and strictly to facilitate performance of the Services, to comply with regulatory requirements, to check conflicts, or for quality, risk management or financial accounting purposes and only to the extent necessary for such purposes. Save as is provided herein, in no circumstances shall any Client Information be disclosed to any third parties or used for any purpose other than provision of the Services. 

Data Protection

24.  We may collect, use, transfer, store or otherwise process (collectively, "Process") Client Information that relate to specific individuals ("Personal Data") strictly to maintain our operations or client relationship management systems or provide you with information about us and our range of services only to the event necessary for the performance of the Services subject always to the confidentiality obligations under this Agreement. We will Process the Personal Data in accordance with applicable law and professional regulations subject always to the confidentiality obligations under this Agreement. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements including the confidentiality obligations under this Agreement.

Fees and Expenses Generally

25.  You shall pay our professional fees and specific expenses in connection with the Services as detailed in our agreement. You shall also reimburse us for other reasonable expenses incurred in performing the Services and which you have approved. Our fees are exclusive of goods and services tax which you shall pay.

26.  Subject always to your prior written approval, we may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks. 

27.  If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and reasonable expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.

Force Majeure 

28.  Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Term and Termination

29.  This Agreement shall commence on the earlier of the date of execution of our Agreement; or when we begin to perform the Services for you. 

30.  Either of us may terminate our Agreement, or any particular Services, earlier upon fourteen (14) days prior written notice to the other. In addition, we may terminate our Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations. You may terminate this Agreement, or any particular Services, immediately upon written notice to us if we breach any of our obligations under this Agreement. 

31.  In accordance with the fee schedule in the Statement of Work, you shall pay us for all work-in-progress, Services already performed, and reasonable expenses incurred by us up to and including the effective date of the termination of this Agreement, unless termination arose in connection with a breach of contract by RAYN or the negligence of RAYN. Payment is due within thirty (30) days following receipt of our invoice for these amounts. 

32.  Save as provided herein, our respective confidentiality obligations under this Agreement shall continue for a period of three (3) years following the termination of this Agreement. Confidential obligations with respect to Client Information and other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.

Governing Law and Dispute Resolution 

33.  This Agreement, and any non-contractual obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. 

34.  Any dispute relating to this Agreement or the Services shall be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Singapore Mediation Centre. If the controversy or claim is not resolved within ninety (90) days (or longer period, as agreed by the parties), the mediation shall terminate and the dispute shall be settled by arbitration in accordance with the rules of the Singapore International Arbitration Centre. The result of the arbitration shall be binding on the parties, and judgment on any arbitration award may be entered in any court having jurisdiction.

Miscellaneous 

35.  This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered. For the avoidance of doubt, the execution of this Agreement shall

a.  be without prejudice to any rights or obligations which shall have accrued or become due under the previous engagement letters executed between you and RAYN; and

b.  shall not prejudice the rights or remedies which any party may have in respect of any breach of the terms of the previous engagement letters executed between you and RAYN. 

36.  Both of us may execute this Agreement (and modifications to it) by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement or any Statement of Work hereunder.

37.  Each party represents that the person signing this Agreement and any Statement of Work hereunder on its behalf is expressly authorized to execute it and to bind it to its terms. 

38.  You agree that we may, subject to professional obligations and our duty of confidentiality and restriction on use of Client Information, act for other clients, including your competitors. 

39.  Neither of us may assign any of our rights, obligations or claims under this Agreement.

40.  If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect. 

41.  If there is any inconsistency between provisions in different parts of our Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): 

a.  the Cover Letter,

b.  the applicable Statement of Work and any annexes thereto,

c.  these General Terms and Conditions, and 

d.  other annexes to the Agreement. 

42.  We may use your name publicly to identify you as a client, but we may refer to you in connection with the Services only if it is a matter of public knowledge that we are providing them (or have provided them). 

43.  Except as expressly provided for in this Agreement, a person or entity that is not a party to this Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap.536).