Terms & Conditions

The following definitions apply throughout these Terms and Conditions:

These Terms are published at scaleasean.com/terms and incorporated by reference into every Quotation and SOW issued by the Company. No formal signature is required where the Client's conduct clearly indicates agreement.

The Company reserves the right to require written confirmation of acceptance for engagements above a value threshold specified in the relevant Quotation. In the event of any conflict between these Terms and an Engagement Document, the Engagement Document shall prevail for that specific engagement.

• 3.1The specific scope of each engagement will be set out in a mutually agreed Engagement Document. The Company will provide the Services with reasonable skill and care, consistent with professional standards in IT managed services and technology consulting.
• 3.2The Company reserves the right to sub-contract or delegate any part of the Services to qualified associates or third parties, while remaining responsible for delivery of the Services.
• 3.3Any material changes to the agreed scope must be documented in a written change order agreed by both parties. The Company is not obligated to undertake out-of-scope work without a corresponding change order and agreed additional Fees.
• 3.4Where a Quotation is accepted, the Company will use reasonable endeavours to commence Services within the timeframe indicated. Quotations are valid for thirty (30) days from the date of issue unless stated otherwise.

4.1 Fee Structure

Fees will be as specified in the applicable Engagement Document. The Company operates on a flexible fee structure that may include:

• Fixed-price project fees
• Time-and-materials engagements billed at agreed day or hourly rates
• Retainer arrangements invoiced on a monthly or periodic basis
• Milestone-based billing as defined in the Engagement Document

All fees are quoted in the currency stated in the Engagement Document and are exclusive of GST or other applicable taxes, which will be added at the prevailing rate.

4.2 Deposits

• 4.2.1Where specified in an Engagement Document, the Client shall pay a deposit prior to commencement of Services. The amount will be stated in the relevant document.
• 4.2.2Deposits are non-refundable except where: (a) the Company is unable to commence Services due to its own default; or (b) both parties agree in writing to cancel prior to commencement.
• 4.2.3The Company reserves the right to withhold commencement of Services until any required deposit has been received and cleared.

4.3 Invoicing and Payment

• 4.3.1Invoices will be issued in accordance with the payment schedule in the Engagement Document. Where no schedule is specified, invoices will be issued upon completion of each milestone or, for ongoing engagements, monthly in advance.
• 4.3.2Payment is due within fourteen (14) calendar days of the invoice date, unless an alternative period is specified in the Engagement Document.
• 4.3.3The Company reserves the right to charge interest on overdue amounts at 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until actual payment.
• 4.3.4If payment is not received within thirty (30) days of the due date, the Company may suspend the provision of Services until all outstanding amounts are settled.
• 4.3.5The Client shall not withhold or set off any payment against any alleged claim or dispute unless agreed in writing by the Company.

The Client shall:

• Provide timely access to relevant personnel, systems, data, documentation, and facilities reasonably necessary for the performance of the Services
• Designate a point of contact with appropriate authority to make decisions and approvals in connection with the engagement
• Review and respond to deliverables, requests for information, and draft outputs within a reasonable timeframe agreed between the parties
• Ensure that any information provided to the Company is accurate and complete to the best of the Client's knowledge
• Comply with all applicable laws and regulations in connection with its use of the Services and any deliverables

The Company shall not be liable for any delays or failure to deliver Services arising from the Client's failure to fulfil its obligations under this clause.

• 6.1Pre-existing IP: Each party retains ownership of all Intellectual Property owned prior to the commencement of Services or developed independently. The Company's methodologies, frameworks, tools, templates, and know-how remain the sole property of the Company.
• 6.2Deliverables: Subject to full payment of all Fees, the Company assigns to the Client ownership of bespoke deliverables specifically created under the Engagement Document, excluding any embedded pre-existing Company IP. The Client receives a perpetual, non-exclusive licence to use embedded Company materials for internal business purposes only.
• 6.3The Client shall not resell, sublicense, or make any deliverable publicly available without the prior written consent of the Company.

7.1 Confidentiality

• 7.1.1Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or regulation.
• 7.1.2Confidential Information may be disclosed on a need-to-know basis to employees, contractors, or professional advisers who are bound by equivalent confidentiality obligations.
• 7.1.3This obligation of confidentiality shall survive termination of the engagement for a period of three (3) years.
• 7.1.4The Company may reference the Client's name and the general nature of the engagement for marketing purposes (e.g., in a client list or case study summary) unless the Client expressly requests otherwise in writing.

7.2 Personal Data and Privacy

• 7.2.1In the course of providing the Services, the Company may collect, process, or receive personal data relating to the Client's representatives, employees, or contacts.
• 7.2.2The Company's collection and use of personal data is governed by its Privacy Policy. The Client is responsible for ensuring that individuals whose personal data is shared with the Company are informed and, where required, have given their consent.
• 7.2.3Both parties agree to comply with applicable data protection laws, including the Personal Data Protection Act 2012 (Singapore) (PDPA), in connection with the Services.
• 7.2.4The Company will implement reasonable technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

• 8.1The Company's total aggregate liability arising out of or in connection with any engagement shall not exceed the total Fees paid by the Client under the relevant Engagement Document in the twelve (12) months preceding the event giving rise to the claim.
• 8.2The Company shall not be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if the Company was advised of the possibility of such losses.
• 8.3Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited by applicable law.
• 8.4The Company provides advisory and consulting services only. Implementation decisions and outcomes remain the Client's responsibility. The Company does not guarantee specific financial results, cost savings, or operational improvements unless explicitly committed to in writing in the Engagement Document.

The Company warrants that:

• It has the right, power, and authority to enter into and perform its obligations under these Terms
• The Services will be performed with reasonable skill, care, and diligence
• It will comply with all applicable laws and regulations in the performance of the Services

The Company does not warrant that the Services will be uninterrupted or error-free, or that deliverables will achieve any particular business outcome. Except as expressly stated, all implied warranties are excluded to the fullest extent permitted by law.

• 10.1These Terms apply from the date of acceptance (as defined in Clause 2) and continue until completion of all Services or earlier termination.
• 10.2Either party may terminate an engagement by giving thirty (30) days' written notice, unless a different period is specified in the Engagement Document.
• 10.3Either party may terminate immediately upon written notice if the other party: (a) commits a material breach not remedied within fourteen (14) days of written notice; or (b) becomes insolvent, enters administration, or makes any arrangement with creditors.
• 10.4Upon termination, the Client shall pay all Fees for Services rendered and expenses incurred up to the termination date. Any deposit paid for undelivered work shall be retained by the Company as a cancellation fee, except where termination is due to the Company's own default.
• 10.5Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and governing law survive termination.

• 11.1Unless included within a fixed-price fee, reasonable out-of-pocket expenses (including travel, accommodation, and third-party costs) will be billed to the Client at cost.
• 11.2Where significant expenses are anticipated, the Company will obtain prior written approval from the Client before incurring them.
• 11.3Expenses will be itemised on the relevant invoice and supported by receipts upon request.

• 12.1Neither party shall be liable for any failure or delay in performing its obligations where such failure results from circumstances beyond its reasonable control, including acts of God, government restrictions, pandemic, natural disaster, or telecommunications failure.
• 12.2The affected party shall notify the other promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement without penalty.

• 13.1The parties shall attempt in good faith to resolve any dispute through direct negotiation between senior representatives within fourteen (14) days of either party giving written notice of a dispute.
• 13.2If the dispute is not resolved through negotiation, the parties may by mutual agreement refer the matter to mediation under the Singapore Mediation Centre rules.
• 13.3Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

• 15.1Entire Agreement: These Terms, together with the applicable Engagement Document, constitute the entire agreement between the parties and supersede all prior representations and agreements in respect of the relevant engagement.
• 15.2Amendments: The Company may update these Terms from time to time. The version published on the website at the date of the relevant Quotation or SOW shall apply to that engagement. Amendments to a specific Engagement Document require written agreement by both parties.
• 15.3Waiver: Failure to exercise or delay in exercising any right under these Terms shall not constitute a waiver of that right.
• 15.4Severability: If any provision is found unenforceable or invalid, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.
• 15.5Assignment: The Client may not assign or transfer any rights or obligations without prior written consent of the Company. The Company may assign its rights to any affiliate or successor entity.
• 15.6Notices: Formal notices must be in writing, delivered by email (with acknowledgement) or registered post to the addresses specified in the Engagement Document or the Company's registered address.
• 15.7Independent Contractor: The Company operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

If you have any questions about these Terms or wish to discuss a specific engagement: