Terms & Conditions

Introduction and Acceptance

These Terms and Conditions constitute a legal agreement between you (the "Client") and Cadence Vertex ("we," "us," or "our"), a business consulting firm registered in Singapore. By engaging our consulting services, accessing our website, or communicating with us regarding potential services, you agree to be bound by these Terms and Conditions.

If you do not agree to these terms, please do not engage our services or use our website. These terms apply to all clients, prospective clients, and website visitors, and govern all aspects of our professional relationship.

For specific consulting engagements, we will provide additional engagement letters or service agreements that supplement these general Terms and Conditions. In case of any conflict between these terms and a specific engagement agreement, the engagement agreement will prevail for that particular engagement.

Definitions

For purposes of these Terms and Conditions:

• "Services" refers to all business consulting, advisory, strategic planning, and related professional services provided by Cadence Vertex.
• "Client" means any individual or organization that engages our services or expresses interest in doing so.
• "Engagement" refers to a specific consulting project or ongoing advisory relationship governed by a service agreement.
• "Deliverables" means any documents, reports, analyses, recommendations, or other work product provided as part of our services.
• "Confidential Information" includes all business information, data, strategies, and communications shared during our professional relationship.
• "Website" refers to our online presence and any associated digital platforms or communications.

Services Provided

Cadence Vertex provides professional business consulting services including strategic planning, organizational development, business analysis, and advisory support. The specific scope, objectives, and deliverables for each engagement will be detailed in individual service agreements.

Our services are advisory in nature. We provide recommendations, insights, and professional perspectives based on our analysis and experience. Implementation of our recommendations remains the Client's responsibility and decision. We do not guarantee specific business outcomes, as results depend on numerous factors beyond our control.

All services are provided in accordance with professional standards applicable to business consulting in Singapore. We maintain professional liability insurance and adhere to ethical guidelines governing our profession.

Client Responsibilities

To enable us to provide effective consulting services, Clients agree to:

• Provide accurate, complete, and timely information necessary for our work
• Grant reasonable access to relevant personnel, documents, and data
• Respond promptly to requests for clarification or additional information
• Designate appropriate personnel to coordinate with our team
• Make decisions on implementation approaches and timing
• Inform us promptly of any changes that may affect the engagement
• Maintain confidentiality regarding our methodologies and work processes

Clients represent and warrant that all information provided to us is accurate to their knowledge and that they have authority to engage our services and share information necessary for our work.

Engagement Terms

Initiation

Consulting engagements typically begin with an initial consultation to determine fit and scope. Following this discussion, we will provide a written proposal or engagement letter outlining the specific services, timeline, fees, and terms for that engagement.

An engagement is considered accepted when the Client signs the engagement letter and provides any required initial payment. We reserve the right to decline engagements that we determine are not suitable for our services or that present conflicts of interest.

Duration and Modification

Each engagement will specify its expected duration. This timeline may be adjusted by mutual agreement if circumstances change or if additional work becomes necessary to achieve engagement objectives.

Significant changes to engagement scope, deliverables, or approach will be documented through written amendments to the engagement letter, including any associated fee adjustments.

Fees and Payment

Fee Structure

Our fees are stated in Singapore Dollars (SGD) and are detailed in each engagement letter. Fees may be structured as fixed project fees, monthly retainers, or hourly rates depending on the nature of the engagement. All fees are exclusive of goods and services tax (GST) unless otherwise stated.

Payment Terms

Payment terms vary by engagement type but typically include an initial payment upon engagement acceptance, followed by monthly or milestone-based payments. Invoices are payable within 30 days of issuance unless otherwise agreed in writing.

We accept payment via bank transfer to our Singapore business account. Payment details will be provided on invoices. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted under Singapore law, whichever is lower.

Expenses

Reasonable out-of-pocket expenses directly related to Client engagements (such as travel costs if required) will be billed separately with appropriate documentation. Such expenses will be discussed and approved in advance where material.

Confidentiality

We maintain strict confidentiality regarding all Client information, business data, strategies, and communications. This obligation continues indefinitely beyond the conclusion of any engagement. We will not disclose Client information to third parties except:

• With explicit Client consent
• To our professional advisors bound by similar confidentiality obligations
• As required by law, court order, or regulatory authority
• To defend ourselves in legal proceedings initiated by the Client

Clients likewise agree to maintain confidentiality regarding our proprietary methodologies, work processes, internal analysis, and any information we designate as confidential.

This confidentiality provision does not apply to information that is publicly available, already known to the receiving party, or independently developed without use of confidential information.

Intellectual Property

Cadence Vertex retains ownership of all intellectual property rights in our methodologies, frameworks, templates, and general consulting approaches. This includes materials developed before or independent of any specific Client engagement.

Deliverables created specifically for a Client engagement (such as strategic plans, analyses, and recommendations) become Client property upon full payment of engagement fees. However, we retain the right to use general ideas, concepts, and learning from engagements in serving other clients, provided we do not disclose Client-specific confidential information.

Clients may not resell, republish, or otherwise commercially exploit deliverables without our written consent. Deliverables are intended for Client internal use in conducting their business.

Limitations and Disclaimers

Our consulting services and all deliverables are provided on an "as is" basis. We make no warranties, express or implied, regarding the outcomes that may result from implementing our recommendations.

While we apply professional care and diligence to all engagements, we cannot guarantee specific business results. Success depends on numerous factors including market conditions, competitive dynamics, implementation quality, organizational capabilities, and other variables beyond our control.

Our recommendations represent our professional opinion based on information available at the time of analysis. Changing circumstances may require adjustments to strategies we recommend.

We are not responsible for Client decisions regarding implementation, timing, or modification of our recommendations. Final business decisions remain with Client management.

Liability Limitations

To the maximum extent permitted under Singapore law, our liability to Clients for any claims arising from our services is limited to the fees paid for the specific engagement giving rise to the claim, or SGD 50,000, whichever is lower.

We are not liable for indirect, consequential, incidental, or special damages including lost profits, business interruption, or loss of data, even if advised of the possibility of such damages.

These limitations apply regardless of the legal theory on which a claim is based, whether in contract, tort, negligence, or otherwise. They reflect the allocation of risk inherent in advisory services and are reflected in our fee structure.

Nothing in these Terms limits our liability for fraud, willful misconduct, or matters that cannot be limited under Singapore law.

Termination

Termination by Client

Clients may terminate an engagement by providing 30 days written notice. Upon termination, Clients remain responsible for payment of all fees for work completed through the termination date, plus reasonable wind-down costs.

Termination by Cadence Vertex

We may terminate an engagement with 30 days notice if continuing would violate professional standards, create conflicts of interest, or if Client fails to provide necessary cooperation or information. We may terminate immediately without notice if Client fails to make payment when due or breaches confidentiality obligations.

Effect of Termination

Upon termination, we will provide work completed to date in a reasonable form. Confidentiality obligations continue indefinitely. Clients must pay all amounts due for services provided through termination.

Dispute Resolution

If disputes arise regarding our services or these Terms, parties agree to first attempt resolution through good-faith negotiations between senior management representatives.

If negotiation does not resolve the dispute within 30 days, parties may pursue mediation before a mutually agreed mediator in Singapore. The costs of mediation will be shared equally.

If mediation is unsuccessful, disputes will be resolved through arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The decision of the arbitrator will be final and binding. The prevailing party in arbitration will be entitled to recover reasonable legal costs.

Governing Law and Jurisdiction

These Terms and Conditions and all engagements are governed by the laws of Singapore. Any disputes that proceed to litigation (if not resolved through arbitration) will be subject to the exclusive jurisdiction of the courts of Singapore.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

General Provisions

Entire Agreement

These Terms, together with any specific engagement letters, constitute the entire agreement between parties regarding our services and supersede all prior discussions, understandings, or agreements.

Amendments

We may update these Terms periodically. Material changes will be communicated to active clients. Continued engagement of our services after changes become effective constitutes acceptance of the revised Terms.

Assignment

Clients may not assign their rights or obligations under these Terms or any engagement without our written consent. We may assign our rights and obligations to a successor entity in case of merger, acquisition, or business reorganization.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

Notices

All notices under these Terms must be in writing and delivered via email or registered mail to the addresses specified in engagement letters. Notices are deemed received when delivered.

Contact Information

For questions regarding these Terms and Conditions or to discuss potential engagements, please contact us: