Preamble
These Terms and Conditions (the "Terms") set out the general framework under which Division Group provides interim management and advisory services to business clients. They apply to every engagement in addition to the specific engagement letter or statement of work agreed between Division Group and the Client (the "Engagement Letter").
These Terms are intended solely for business-to-business (B2B) engagements. Division Group does not provide services to consumers within the meaning of applicable consumer protection laws. By engaging Division Group, the Client confirms it is acting in the course of its trade, business, or profession.
1. Definitions
- "Division Group" or "the Firm" means the business operating under the name "Division Group," to be formally incorporated as a private limited company. Full legal entity details (including registered office and company registration number) will be provided in each Engagement Letter and reflected in these Terms upon incorporation.
- "Client" means the legal entity receiving the Services under an Engagement Letter.
- "Agreement" means, collectively, the Engagement Letter and these Terms.
- "Services" means the interim management, executive advisory, and related professional services described in the Engagement Letter.
- "Deliverables" means reports, analyses, plans, recommendations, and other tangible outputs specifically produced for the Client under the Engagement Letter.
- "Firm IP" means Division Group's pre-existing and independently developed methodologies, frameworks, tools, templates, models, know-how, and generic materials, together with any improvements thereto.
- "Principal" means the individual identified in the Engagement Letter as the lead executive responsible for performing the Services.
- "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that a reasonable person would understand to be confidential.
2. Acceptance and Order of Precedence
2.1 These Terms apply when the Client (a) signs an Engagement Letter that incorporates them by reference, (b) confirms acceptance in writing (including by email), or (c) instructs Division Group to commence the Services after being made aware of these Terms.
2.2 In the event of a conflict between the documents comprising the Agreement, the following order of precedence applies, in descending order: (i) the Engagement Letter; (ii) these Terms; (iii) any appendices or annexes.
2.3 Any purchase order, vendor terms, or other standard conditions issued by the Client are expressly excluded and shall not form part of the Agreement, even if signed or acknowledged by Division Group for administrative purposes.
3. Nature of the Services
3.1 The Services are advisory and management in nature. They do not constitute legal, tax, audit, accounting, investment, or other regulated professional advice, and should not be relied upon as such.
3.2 The Client remains solely responsible for all business decisions taken on the basis of the Services, including implementation, legal compliance, and commercial outcomes.
3.3 Nothing in the Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship between the parties. Division Group acts as an independent contractor.
3.4 The Client confirms that it has satisfied itself as to the independent contractor status of Division Group and the Principal, and that it is responsible for its own tax, social security, employment, and regulatory obligations in respect of the engagement. Division Group is responsible for its own taxes, insurances, and statutory contributions in its country of registration and residence.
4. Scope of Services
4.1 Division Group shall perform the Services with reasonable skill, care, and diligence in accordance with the standards reasonably expected of an experienced interim management professional.
4.2 The scope, duration, deliverables, and fees of each engagement are set out in the applicable Engagement Letter. Any change to scope must be agreed in writing.
4.3 Division Group may, with the Client's prior written consent (not to be unreasonably withheld), delegate or subcontract elements of the Services to suitably qualified associates or subcontractors. Division Group remains responsible for the performance of any such delegated work.
4.4 Where the Engagement Letter identifies a named Principal, Division Group shall use reasonable efforts to ensure continuity of the Principal throughout the engagement. If the Principal becomes unavailable for reasons beyond Division Group's control, the parties shall discuss in good faith a suitable replacement or, failing agreement, a proportionate termination of the engagement.
5. Client Responsibilities
5.1 The Client shall provide Division Group with timely access to the information, personnel, systems, premises, and decision-making required to perform the Services.
5.2 The Client warrants that information it provides is, to the best of its knowledge, accurate and complete, and that it has the right to share it with Division Group.
5.3 Delays, costs, or deficiencies in the Services caused by the Client's failure to meet its responsibilities under this Section 5 are not the responsibility of Division Group.
6. Fees, Expenses and Taxes
6.1 Fees are set out in the Engagement Letter and may be structured as daily, weekly, monthly, retainer, project, or performance-based rates.
6.2 All fees are exclusive of value added tax (VAT), goods and services tax (GST), sales tax, or equivalent indirect taxes, which (where applicable) shall be added to invoices and borne by the Client.
6.3 If the Client is required by law to withhold any amount from payments due to Division Group, the Client shall gross up the payment so that Division Group receives the full invoiced amount net of such withholding, except where a double-tax treaty or equivalent arrangement permits reduction and the relevant documentation is provided in advance.
6.4 Reasonable expenses (including travel, accommodation, visas, and engagement-specific materials) shall be reimbursed at cost, subject to the expense policy set out in the Engagement Letter or, absent such policy, on a reasonable basis with receipts provided.
6.5 Division Group may adjust its standard rates no more than once in any 12-month period, with at least 30 days' prior written notice. Rate adjustments do not apply to engagements in progress with an agreed fixed fee.
7. Invoicing and Payment
7.1 Invoices are issued monthly in arrears or at intervals specified in the Engagement Letter.
7.2 Payment is due within 30 days of the invoice date, in the currency stated on the invoice, without set-off, deduction, or counterclaim.
7.3 Late payments may incur interest at the statutory rate applicable under the governing law of the Agreement (or, if none is specified, at 1.5% per month, compounded), together with reasonable costs of recovery.
7.4 Division Group may suspend the Services on 7 days' written notice if an undisputed invoice remains unpaid. Suspension does not relieve the Client of payment obligations accrued to date.
7.5 Any invoice dispute must be raised in writing within 15 days of the invoice date, specifying the amount disputed and the grounds. Undisputed amounts remain payable by the due date.
8. Term and Termination
8.1 The Agreement commences on the effective date stated in the Engagement Letter and continues for the term specified, or until the Services are completed.
8.2 Either party may terminate the Agreement for convenience on 30 days' prior written notice, unless the Engagement Letter specifies a fixed minimum term or different notice period.
8.3 Either party may terminate the Agreement immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of written notice specifying the breach; (b) becomes insolvent, enters judicial management, administration, winding-up, or equivalent insolvency proceedings, or ceases to carry on business; or (c) undergoes a change of control that materially affects its ability to perform the Agreement.
8.4 Division Group may terminate immediately if continued performance would place it in breach of applicable law, professional standards, or sanctions regimes, or would create an irreconcilable conflict of interest.
8.5 On termination for any reason, the Client shall pay all fees and approved expenses accrued up to the effective termination date, together with any committed non-cancellable costs reasonably incurred in anticipation of performance.
8.6 Sections that by their nature should survive termination — including Sections 1, 9, 10, 11, 12, 13, 14, 15, 18, 19, and 20 — shall so survive.
9. Confidentiality
9.1 Each party shall treat the other's Confidential Information as confidential, use it only for purposes of the Agreement, and not disclose it to third parties without prior written consent, except to its own personnel, subcontractors, and professional advisors on a need-to-know basis and under equivalent confidentiality obligations.
9.2 The obligation of confidentiality does not apply to information that: (a) is or becomes public without breach of the Agreement; (b) was lawfully known before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or a competent regulatory authority, in which case the disclosing party shall, where lawful, notify the other in advance.
9.3 The obligations in this Section 9 survive for five (5) years after termination of the Agreement, and indefinitely with respect to trade secrets.
10. Data Protection
10.1 Each party shall comply with applicable data protection and privacy laws in its handling of personal data under the Agreement, including (as applicable) the Singapore Personal Data Protection Act 2012 (PDPA), the EU/UK General Data Protection Regulation (GDPR), and equivalent laws of the jurisdiction in which the Services are performed.
10.2 Where Division Group processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement consistent with applicable law before such processing begins.
10.3 Division Group's general privacy practices are described in its Privacy Policy.
11. Intellectual Property
11.1 All Firm IP remains the sole and exclusive property of Division Group. Nothing in the Agreement transfers ownership of Firm IP to the Client.
11.2 Subject to full payment of the fees due under the Agreement, Deliverables specifically produced for the Client are assigned to the Client on creation, or (where assignment is not permissible under applicable law) the Client is granted an exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, and distribute the Deliverables for its internal business purposes.
11.3 Notwithstanding clause 11.2, Division Group retains a non-exclusive, perpetual, irrevocable, worldwide right to use, in an anonymised and non-identifying form, the general skills, know-how, ideas, concepts, methodologies, and experience acquired during the engagement, including for the benefit of other clients.
11.4 Each party retains ownership of its pre-existing intellectual property. Where pre-existing materials are embedded in a Deliverable, the owning party grants the other a non-exclusive licence to use them to the extent necessary to exploit the Deliverable.
11.5 The Client shall not remove, alter, or obscure any proprietary notices on Firm IP or Deliverables.
12. Representations and Warranties
12.1 Each party warrants that it has the corporate power and authority to enter into the Agreement and that doing so does not breach any other obligation to which it is subject.
12.2 Division Group warrants that it will perform the Services with reasonable skill and care and that, to the best of its knowledge, the Deliverables will not knowingly infringe the intellectual property rights of any third party.
12.3 Except as expressly stated in the Agreement, all other warranties, conditions, and representations — whether express, implied, statutory, or otherwise — are excluded to the fullest extent permitted by applicable law.
13. Limitation of Liability
13.1 Subject to clause 13.3, Division Group's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to 100% of the fees (excluding expenses and taxes) paid by the Client to Division Group under the relevant Engagement Letter in the twelve (12) months immediately preceding the event giving rise to the claim.
13.2 Subject to clause 13.3, Division Group shall not be liable for any indirect, consequential, special, incidental, or punitive damages, nor for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data, even if advised of the possibility of such loss.
13.3 Nothing in the Agreement excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) willful misconduct; (c) gross negligence; (d) death or personal injury caused by negligence; or (e) any other liability that cannot lawfully be excluded or limited under applicable law.
13.4 The Client acknowledges that the limitations in this Section 13 are reasonable given the nature of the Services, the fees charged, and the availability of insurance, and are a fundamental basis on which Division Group agrees to provide the Services.
14. Insurance
14.1 Division Group shall, from the date on which it commences client engagements, maintain professional indemnity insurance and public liability insurance with reputable insurers at levels of cover appropriate to the nature and scale of the Services.
14.2 On reasonable written request, Division Group shall provide the Client with a certificate of insurance evidencing such cover.
15. Conflicts of Interest and Non-Solicitation
15.1 Division Group shall inform the Client in writing of any actual or reasonably foreseeable conflict of interest that may affect the performance of the Services, and the parties shall discuss in good faith whether and how to proceed.
15.2 Acceptance of an engagement does not prevent Division Group from providing services to other clients, including in the same industry, provided it complies with its confidentiality obligations.
15.3 During the term of the Agreement and for twelve (12) months thereafter, the Client shall not directly or indirectly solicit or employ the Principal or any of Division Group's associates materially involved in the Services, without Division Group's prior written consent. If the Client nevertheless engages such person, the Client shall pay Division Group an introduction fee equal to thirty percent (30%) of the individual's gross annual remuneration in the new role, as liquidated damages and not as a penalty.
16. Anti-Corruption and Sanctions
16.1 Each party shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering, and economic sanctions laws, including (without limitation) the Singapore Prevention of Corruption Act, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and sanctions regimes administered by the United Nations, the European Union, the United Kingdom, and the United States.
16.2 Neither party shall, directly or indirectly, offer, promise, give, or accept any undue financial or other advantage in connection with the Agreement.
16.3 Each party shall promptly notify the other if it becomes subject to sanctions or is credibly alleged to have breached the laws referenced in clause 16.1. Such circumstances constitute grounds for immediate termination under Section 8.
17. Force Majeure
17.1 Neither party shall be liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, armed conflict, acts of terrorism, civil unrest, strikes, public health emergencies, governmental action, internet or telecommunications failures, cyberattacks, and supply chain disruptions.
17.2 The affected party shall notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Engagement Letter on written notice without liability.
18. Notices
18.1 Notices under the Agreement shall be in writing and delivered by email to the addresses specified in the Engagement Letter or, failing that, to the contact last notified by the recipient in writing. Notices sent by email are deemed received on the next business day in the recipient's time zone.
18.2 Formal notices of termination, breach, or dispute shall additionally be sent by registered post or internationally recognised courier to the registered office of the recipient and are deemed received on delivery.
19. Assignment
19.1 Neither party may assign, novate, or transfer its rights or obligations under the Agreement without the other party's prior written consent, save that Division Group may assign the Agreement to a successor entity in connection with a corporate reorganisation, merger, or sale of substantially all of its business, provided the successor assumes all obligations under the Agreement.
20. Governing Law and Dispute Resolution
20.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Singapore, unless the Engagement Letter specifies a different governing law to reflect the jurisdiction in which the Services are principally performed.
20.2 The parties shall first attempt to resolve any dispute by good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.
20.3 Any dispute not resolved under clause 20.2 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the commencement of the arbitration, which rules are deemed incorporated by reference. The seat of the arbitration shall be Singapore, the language of the arbitration shall be English, and the tribunal shall consist of one (1) arbitrator.
20.4 Notwithstanding clause 20.3, either party may seek urgent interim or injunctive relief from any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.
20.5 Where mandatory local laws of the Client's jurisdiction require a different governing law, forum, or dispute-resolution mechanism, the Engagement Letter shall so specify, and the specific provisions of the Engagement Letter shall prevail over this Section 20 to the extent of the conflict.
21. Miscellaneous
21.1 The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings.
21.2 Any variation must be in writing and signed by authorised representatives of both parties.
21.3 If any provision is held invalid, illegal, or unenforceable, the remainder shall remain in full force and, where possible, the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.
21.4 No failure or delay in exercising a right constitutes a waiver of that or any other right.
21.5 A person who is not a party to the Agreement has no right to enforce any of its terms under any third-party rights legislation.
21.6 The Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
Note on Applicability
These Terms apply to all engagements unless the Engagement Letter expressly modifies them. Where mandatory laws of the jurisdiction in which the Services are performed impose requirements that differ from these Terms, those mandatory laws shall prevail to the extent of the conflict, and the remaining provisions shall continue to apply.
Updates to these Terms
Division Group may update these Terms from time to time to reflect changes in law, practice, or the services offered. The version in force for any given engagement is the version referenced in, or in effect at the date of, the Engagement Letter. Material changes will be communicated to existing clients in writing.