Terms of Engagement

These Terms of Engagement (the "Terms") set out the conditions on which 2BIRDS PRIVATE LIMITED (UEN 202625717Z), a company incorporated in the Republic of Singapore with its registered office at 7 Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 ("2BIRDS", "we" or "us"), provides services to its clients (each, the "Client").

These Terms apply to every engagement and are incorporated by reference into every proposal, quotation, statement of work, engagement letter and invoice issued by 2BIRDS (each an "Engagement Letter"), whether or not a copy is attached. The Engagement Letter and these Terms together form the agreement between 2BIRDS and the Client (the "Agreement"). If they conflict, these Terms prevail unless the Engagement Letter expressly states otherwise.

The version of these Terms that applies to an engagement is the version published on the 2BIRDS website on the date of the Engagement Letter.

Headings are for convenience only. The words "include" and "including" are to be read without limitation. A reference to a statute includes subsidiary legislation made under it and any amendment or re-enactment of it.

2BIRDS will perform the Services with the reasonable skill, care and diligence expected of a competent provider of such services in Singapore, and in accordance with the Engagement Letter.

The scope, Deliverables, timetable and Fees are as set out in the Engagement Letter. Any change to the scope must be agreed in writing, and may result in an adjustment to the Fees and the timetable.

Dates given in the Engagement Letter or in correspondence are good-faith estimates. They are not contractual deadlines unless the Engagement Letter expressly states that time is of the essence.

2BIRDS may perform the Services through its directors, employees and engaged practitioners, and is responsible for the Services they perform. 2BIRDS does not assume any duty beyond those expressly set out in the Agreement, and no fiduciary duty is owed.

The Client remains solely responsible for its own decisions, including whether and when to lodge any submission with a Competent Authority, and for the delivery, administration and marketing of its courses. 2BIRDS is not responsible for any delay, error or cost that results from the Client’s failure to meet its responsibilities.

The grant, renewal or maintenance of any registration, approval, funding, accreditation or quality grade rests solely with the relevant Competent Authority and is outside the control of 2BIRDS.

Where a Competent Authority raises queries on a submission prepared by 2BIRDS, 2BIRDS will assist in responding to them to the extent set out in the Engagement Letter. Further work outside that scope will be agreed in writing and charged separately.

Regulatory requirements change from time to time. A Deliverable reflects the requirements in force on the date it is issued, and 2BIRDS is not obliged to update it for later changes unless separately engaged to do so.

The Client will pay the Fees set out in the Engagement Letter. Unless the Engagement Letter states otherwise, the Fees exclude out-of-pocket expenses, travel, third-party charges and government fees, which will be charged to the Client at cost.

2BIRDS is not registered for Goods and Services Tax. No Goods and Services Tax is charged on the Fees. If 2BIRDS becomes so registered, Goods and Services Tax will be added to the Fees at the prevailing rate.

The Client acknowledges that the Fees have been set on the basis of the allocation of risk in these Terms, and that they would be higher if 2BIRDS were to accept greater liability or to guarantee any regulatory outcome.

Invoices are payable in full, in Singapore dollars and in cleared funds, within fourteen days of the invoice date, without set-off, counterclaim or deduction except as required by law.

If the Client disputes any part of an invoice, it must notify 2BIRDS in writing within seven days of the invoice date, identifying the disputed item and the reasons. The undisputed balance remains payable on the due date. An invoice that is not disputed within that period is treated as accepted, save for manifest error.

Overdue amounts bear interest at the rate of one and a half per cent per month, calculated daily from the due date until payment in full. The Client will also reimburse the reasonable costs, including legal costs, incurred by 2BIRDS in recovering overdue amounts.

2BIRDS may suspend the Services, and withhold any Deliverable, while any amount remains overdue. 2BIRDS is not liable for any consequence of a suspension under this clause.

Fees are earned on receipt and are not refundable, in whole or in part, except where a refund is required by law or expressly provided for in the Engagement Letter.

All intellectual property rights in the Deliverables and the Background Materials, including copyright, design rights and database rights, belong to and remain with 2BIRDS. Nothing in the Agreement transfers any of those rights to the Client.

The Client retains ownership of all materials it provides to 2BIRDS. The Client grants 2BIRDS a non-exclusive licence to use those materials for the purpose of performing the Services.

Any improvement to the Deliverables or the Background Materials made in the course of the engagement belongs to 2BIRDS on creation. The Client assigns to 2BIRDS any rights it may acquire in such improvements, and will sign any document reasonably required to give effect to this clause.

2BIRDS may refer to the Client by name and logo as a client in its credentials and marketing materials, without disclosing any confidential information, unless the Client objects in writing.

The licence ends automatically if the Client materially breaches this clause or fails to pay any Fees when due, and in any event when the Client ceases to run the course. On termination of the licence, the Client will stop using the Deliverables and, if requested, return or destroy all copies and confirm in writing that it has done so.

The Client acknowledges that damages may not be an adequate remedy for a breach of clauses 9 or 10, and that 2BIRDS is entitled to seek injunctive relief and specific performance in addition to any other remedy.

Each party will keep confidential all information of the other party that is marked as confidential or that would reasonably be regarded as confidential, and will use it only for the purposes of the Agreement.

This clause continues to apply for three years after the Agreement ends.

Each party will comply with the Personal Data Protection Act 2012 in relation to personal data processed in connection with the Services. 2BIRDS handles personal data in accordance with its Privacy Policy.

The total liability of 2BIRDS, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Agreement is limited to the Fees actually paid by the Client for the engagement giving rise to the claim.

in each case however arising and whether or not foreseeable.

Any claim against 2BIRDS must be notified in writing, with reasonable particulars, within twelve months of the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to it. Any claim not so notified is waived.

Nothing in the Agreement limits or excludes liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be limited or excluded. The parties agree that the limitations in this clause are reasonable for the purposes of the Unfair Contract Terms Act 1977.

Either party may terminate the Agreement by written notice if the other party commits a material breach that is incapable of remedy, or that is not remedied within fourteen days of written notice requiring it to be remedied.

On termination for any reason, the Client will pay all Fees for Services performed up to the date of termination, together with expenses incurred and reasonable costs of winding down the engagement. Amounts already paid are not refundable.

Clauses 7 to 14, 17 and 18, and any other provision intended to survive, continue to apply after termination.

Neither party is liable for any delay or failure in performance, other than an obligation to pay money, caused by events beyond its reasonable control, including natural disasters, epidemics, government action, failure of utilities or telecommunications, and any act or omission of a Competent Authority. The affected party will notify the other promptly and take reasonable steps to limit the effect of the event.

The Agreement is the entire agreement between the parties in relation to the Services and supersedes all prior discussions, representations and understandings. Each party acknowledges that it has not relied on any statement not set out in the Agreement.

No variation of the Agreement is effective unless it is in writing and signed by both parties. No failure or delay in exercising a right is a waiver of it.

If any provision is held invalid or unenforceable, it will be severed, and the parties will negotiate in good faith to replace it with a valid provision of similar effect. The rest of the Agreement continues in force.

The Client may not assign or transfer its rights or obligations under the Agreement without the prior written consent of 2BIRDS, which will not be unreasonably withheld.

Notices must be in writing and sent to the address or email address set out in the Engagement Letter. A notice sent by email is treated as received when it is sent, unless the sender receives a notice of non-delivery.

A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms. These Terms are written in English, and the English version prevails over any translation.

The Agreement, and any dispute or claim arising out of or in connection with it, whether contractual or non-contractual, is governed by the laws of the Republic of Singapore.

The parties will first attempt in good faith to resolve any dispute through discussion between their senior representatives within thirty days of written notice of the dispute.

If the dispute is not resolved within that period, the courts of the Republic of Singapore have exclusive jurisdiction, save that 2BIRDS may bring proceedings to recover unpaid Fees, to protect its intellectual property or to obtain urgent injunctive relief in any court of competent jurisdiction.