Terms and Conditions for Interim Management Services
Published: 8 August 2025
1. Definitions
“Division Group” refers to the provider of interim management services.
“Client” refers to the party receiving the services.
“Agreement” refers to the contract or engagement letter incorporating these Terms.
“Services” refers to the interim management services provided under the Agreement.
2. Purpose of Engagement
2.1 The Services are advisory and management in nature and do not constitute legal, financial, investment, or other regulated professional advice.
2.2 The Client remains responsible for all business decisions made based on the outcomes of the Services.
3. Scope of Services
3.1 Division Group shall provide the Services as outlined in the Agreement.
3.2 Services are delivered independently, without creating an employment, agency, or partnership relationship.
3.3 Division Group may, with Client consent, delegate aspects of the Services to qualified professionals.
4. Fees and Expenses
4.1 Fees are set out in the Agreement and may be based on daily, weekly, monthly, or project rates.
4.2 Reasonable expenses (e.g., travel, accommodation, materials) shall be reimbursed if pre-approved or customarily required.
4.3 Division Group may adjust its standard rates annually, with at least 30 days’ notice.
5. Invoicing and Payment
5.1 Invoices are issued monthly or at agreed intervals.
5.2 Payment is due within 30 days of invoice date.
5.3 Late payments may incur interest in accordance with Section 12 of the Singapore Civil Law Act (Chapter 43) and reasonable recovery costs.
5.4 Division Group may suspend Services if payment is not received on time.
6. Term and Termination
6.1 This Agreement continues for the term specified in the Agreement or until completion of the Services.
6.2 Either party may terminate the Agreement with 30 days’ written notice.
6.3 Either party may terminate immediately if the other party:
a) commits a material breach and fails to remedy it within 14 days of notice; or
b) becomes insolvent, is placed under judicial management, or ceases to trade.
6.4 Upon termination, the Client shall pay for all Services rendered up to the effective termination date.
6.5 Notices of termination or material changes must be delivered in writing, either by email to the designated representative or by registered post.
7. Confidentiality and Data Protection
7.1 Both parties shall treat as confidential all information disclosed during the engagement and shall not disclose it without prior written consent, unless required by law.
7.2 Division Group will handle all personal data in accordance with the Singapore Personal Data Protection Act 2012 (PDPA) and any applicable data privacy laws.
7.3 This confidentiality obligation continues for five (5) years after termination of the Agreement.
8. Intellectual Property
8.1 All methodologies, templates, reports, and documents developed by Division Group during the engagement remain its intellectual property unless expressly transferred.
8.2 Pre-existing intellectual property of either party remains the property of that party.
8.3 The Client is granted a non-exclusive, non-transferable licence to use deliverables for internal purposes only.
9. Liability and Insurance
9.1 Division Group shall exercise reasonable skill and care in performing the Services.
9.2 Division Group’s total liability in contract, tort, or otherwise shall not exceed 50% of the total fees paid under this Agreement.
9.3 Division Group shall not be liable for indirect, consequential, or economic losses.
9.4 Division Group maintains professional indemnity insurance appropriate to its Services.
10. Force Majeure
10.1 Neither party shall be liable for delays or failure to perform obligations due to causes beyond its reasonable control, including natural disasters, acts of war, strikes, public health emergencies, cyberattacks, or supply chain disruptions.
11. Governing Law and Jurisdiction
11.1 This Agreement is governed by the laws of Singapore, unless otherwise specified in the Agreement.
11.2 Any dispute shall be subject to the exclusive jurisdiction of the courts of Singapore.
12. Miscellaneous
12.1 These Terms constitute the entire agreement between the parties and supersede any prior agreements or discussions.
12.2 Amendments must be in writing and signed by both parties.
12.3 If any provision is held invalid, the remainder shall remain in force.
12.4 Nothing in these Terms creates a partnership, joint venture, or employment relationship.
Note: These Terms and Conditions are interpreted and enforced according to the governing law specified in your service agreement. In some cases, terms may be adapted to comply with mandatory local legal or regulatory requirements in the client’s country of operation. Where there is a conflict between these Terms and such mandatory laws, the latter shall prevail. Please refer to your engagement letter or contract for specific applicability.
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