Terms of Service

TERMS AND CONDITIONS

Axora Advisory Pte Ltd
Effective Date: 3 May 2026

Please read these Terms and Conditions carefully before using our Website or engaging our services. By accessing the Website or submitting an enquiry, you agree to be bound by these Terms and Conditions.

Last updated: 3 May 2026

1. Definitions

In these Terms and Conditions:
"Company", "we", "us" or "our" means Axora Advisory Pte Ltd (UEN: 201219774K), a company incorporated in Singapore.
"Client", "you" or "your" means the individual or entity that accesses our Website, submits an enquiry, or engages our services.
"Engagement Agreement" means any written proposal, letter of engagement, service agreement or statement of work entered into between the Company and a Client.
"Services" means the professional advisory and business services provided by us, whether directly or through our partners, as further described in Clause 3.
"Fees" means the amounts payable by the Client as set out in the applicable Engagement Agreement.
"Work Product" means any deliverable, report, analysis or output produced specifically for the Client in the course of performing the Services.
"Website" means our website at www.axora-advisory.com and all associated pages.
"Confidential Information" has the meaning given in Clause 10.
"GST" means Goods and Services Tax as levied under the Goods and Services Tax Act 1993 (Singapore), where applicable.
"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore.

2. Order of Precedence

These Terms and Conditions form the baseline agreement governing your use of our Website and your relationship with us.
Where a Client has entered into an Engagement Agreement, the Engagement Agreement governs that engagement in full. All terms in the Engagement Agreement — including without limitation scope, fees, payment terms, liability and notice periods — take precedence over these Terms and Conditions in the event of any inconsistency or conflict.
These Terms and Conditions apply only to fill matters not addressed in the Engagement Agreement. Silence in an Engagement Agreement on any matter is not a conflict — these Terms and Conditions fill the gap.

3. Services

We provide professional advisory and business services. The specific scope, deliverables, timelines and fees for any engagement are set out in the applicable Engagement Agreement. The services we offer are not limited to any fixed list and may evolve over time.
Certain services — including in particular those relating to digitalisation, artificial intelligence and technology — may be delivered wholly or in part through specialist partner companies. Where this applies, the relevant partner will be identified in the Engagement Agreement. We will take reasonable steps to ensure satisfactory partner delivery, but our liability for any act or omission of a partner is subject to the same limitations set out in Clause 9.
We may engage sub-contractors or associates to assist in delivery, subject to our confidentiality obligations under Clause 10.

4. Engagement and Acceptance

A Client agrees to be bound by these Terms and Conditions upon the earliest of: signing or countersigning an Engagement Agreement; accepting a proposal in writing; making any payment of Fees; or instructing us to commence work.
For website visitors who have not entered into an Engagement Agreement, use of the Website constitutes acceptance of the provisions of these Terms and Conditions applicable to website use.

5. Website Use

You may use our Website for lawful purposes only. You must not use the Website in any unlawful or harmful manner, attempt to gain unauthorised access to any part of it, disrupt its functionality, or reproduce or distribute any of its content without our prior written consent.
All content on our Website is provided for general information only. It does not constitute professional advice and does not create any advisory relationship between us and any visitor. You should not rely on Website content as a substitute for advice specific to your circumstances.
We do not warrant that the Website will be available at all times or that its content is free from error. We may modify or withdraw access to the Website at any time without notice.
Our Website may contain links to third-party websites. We have no control over those websites and accept no responsibility for their content or practices.

6. Fees and Payment

6.1 Fees
All Fees are as set out in the applicable Engagement Agreement and are exclusive of GST unless stated otherwise. Where GST applies, it will be charged at the prevailing rate in addition to the quoted Fee.

6.2 Payment Terms
Unless otherwise agreed in the Engagement Agreement, invoices are due and payable within 7 days of the invoice date. Payment shall be made by bank transfer to the account details on the invoice. Time for payment is of the essence.

6.3 Late Payment
If any amount remains unpaid after the due date, we reserve the right to charge interest at 1.5% per month on the overdue amount, accruing daily from the due date until full payment is received. We may suspend delivery of Services until all outstanding amounts are cleared, and recover our reasonable costs of collection including legal fees.

6.4 Disputed Invoices
If the Client disputes any invoice, the Client must notify us in writing within 5 Business Days of the invoice date specifying the basis of the dispute. Undisputed amounts remain payable by the original due date.

6.5 No Set-Off
The Client shall not withhold, deduct or set off any amount from Fees payable to us without our prior written consent.

7. Intellectual Property and Work Product

7.1 Our Property
All methodologies, frameworks, tools, processes, know-how and pre-existing materials we use in performing the Services remain our exclusive property at all times. Nothing in these Terms and Conditions or any Engagement Agreement transfers ownership of any such property to the Client.

7.2 Work Product
Upon receipt of full payment of all Fees due for a given engagement, the Client is entitled to use the Work Product produced for that engagement for its own internal business purposes. The Client may not resell, sub-contract, publish or commercialise the Work Product, or represent it as the Client's own independent work product.
Until full payment is received, all Work Product remains our property and the Client has no right to use it.

7.3 Client Materials
All materials, data and information provided to us by the Client remain the Client's property. The Client permits us to use such materials solely to the extent necessary to perform the Services.

7.4 Website Content
All content on our Website — including text, graphics, logos and images — is owned by or used with permission by us and may not be reproduced, distributed or transmitted without our prior written consent.

8. Warranties

The Client warrants that: it has full authority to enter into and perform its obligations under these Terms and Conditions and any Engagement Agreement; all information and materials it provides to us are accurate, complete and not misleading in any material respect; and its engagement of us does not breach any obligation owed to any third party. Where the Client provides information that is inaccurate, incomplete or misleading, and this affects the Services we perform, we bear no liability for any resulting error, omission or deficiency in the Services or any Work Product.
We warrant that we will perform the Services with reasonable skill and care.
No other warranties, representations or conditions — whether express or implied by statute, common law or otherwise — are given. In particular, we do not warrant that any advice, recommendation or Work Product will achieve any particular commercial outcome or result.

9. Limitation of Liability

9.1 Liability Cap
Our total liability to the Client — whether in contract, tort, breach of statutory duty or otherwise — arising out of or in connection with any specific engagement shall not exceed the total Fees actually paid by the Client under that specific Engagement Agreement.
Liability is assessed by reference to the Fees paid under the engagement giving rise to the claim only, and not across any other engagements or fees paid to us.

9.2 Excluded Losses
We shall not in any circumstances be liable for: loss of profit, revenue or anticipated savings; loss of business, contracts or commercial opportunity; loss of goodwill or reputation; any indirect, special or consequential loss; fines, penalties or regulatory charges imposed on the Client by any government agency or regulatory authority; or any loss arising from the Client's use of our Work Product beyond the purposes for which it was prepared.

9.3 Statutory Exceptions
Nothing in these Terms and Conditions excludes liability for death or personal injury caused by our negligence or for fraud, to the extent such exclusion is prohibited by the Unfair Contract Terms Act (Singapore).

9.4 Time Limit and Scope of Claims
Any claim by the Client against us — whether for negligent advice, error in work product, failure to perform, or any other cause — is subject to the liability cap in Clause 9.1 and must be notified to us in writing within 6 months of the date on which the relevant advice was given, the Work Product was delivered, or the specific service was performed, whichever is the earliest applicable date. The maximum amount recoverable under any such claim shall not exceed the fees paid by the Client under the specific Engagement Agreement giving rise to the claim, regardless of the nature or quantum of the loss suffered. Any claim not notified within this period is absolutely barred.

9.5 Deposits and Advance Payments
All deposits and advance payments received by us are non-refundable. Where a Client fails to pay any outstanding Fees, disputes an engagement without valid basis, or abandons an engagement, we shall be entitled to retain all deposits and advance payments received without any obligation to account for or return any part of them.

10. Confidentiality

Each party shall keep the other's Confidential Information strictly confidential and shall not use it for any purpose other than performing its obligations under these Terms and Conditions or the applicable Engagement Agreement. Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except to its own employees, directors or professional advisors on a need-to-know basis and subject to equivalent confidentiality obligations.
These obligations do not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party before disclosure; or is required to be disclosed by law, regulation or court order. Where we are required to disclose the Client's Confidential Information to any regulatory or government authority, we are not obliged to notify the Client in advance of such disclosure.
Confidentiality obligations under this Clause survive the termination of any engagement for 5 years.
Nothing in this Clause affects our obligation to retain records in compliance with applicable Singapore laws and regulations, including the requirements of IRAS and ACRA. Where such statutory obligations require retention beyond the 5-year period, we retain records only to the extent and for the duration required by law.
We may use anonymised and aggregated data derived from engagements for internal improvement purposes, provided no Client or individual can be identified.

11. Data Protection

Each party shall comply with its obligations under the Personal Data Protection Act 2012 (Singapore) and, where applicable, the EU General Data Protection Regulation and other applicable data protection laws.
Our collection, use and disclosure of personal data is governed by our Privacy Policy at www.axora-advisory.com, which is incorporated into these Terms and Conditions by reference.

12. Termination

12.1 Termination by Notice
The Client may terminate an Engagement Agreement by giving not less than 30 days' written notice to us, unless a different notice period is specified in the Engagement Agreement.
We may terminate an Engagement Agreement by giving not less than 14 days' written notice to the Client at any time.

12.2 Termination for Cause
We may terminate an Engagement Agreement with immediate effect by written notice if the Client fails to pay any amount due by the due date; commits a material breach and fails to remedy it within 14 days of written notice to do so; becomes insolvent or is placed under any form of insolvency administration; or ceases to carry on business.
The Client may terminate an Engagement Agreement with immediate effect by written notice if we commit a material breach and fail to remedy it within 14 days of written notice to do so; or we become insolvent or cease to carry on business.

12.3 Consequences of Termination
On termination, the Client shall pay all Fees for Services performed up to and including the date of termination. Where the Client has not given the required notice in full, the Client shall pay the retainer or recurring Fees that would have been payable during the unexpired notice period, whether or not those services are utilised. We shall have no obligation to refund any Fees paid for work already performed.
Each party shall return or destroy the other's Confidential Information on request. Clauses 7, 9, 10, 11 and 13 survive termination.

12.4 Suspension
We may suspend delivery of Services immediately and without notice if the Client fails to pay any amount by the due date. We may also suspend if the Client fails to provide information, access or cooperation necessary for us to perform the Services. Suspension does not affect the Client's obligation to pay Fees that continue to accrue during the suspension period.

13. Governing Law and Disputes

These Terms and Conditions and all Engagement Agreements, and any non-contractual obligations arising in connection with them, are governed exclusively by the laws of the Republic of Singapore. Singapore law prevails in all circumstances.
In the event of any dispute other than a claim for unpaid Fees, the parties shall first attempt to resolve it through good faith negotiations for 30 days following written notice from one party identifying the dispute. Claims for unpaid Fees may be referred directly to arbitration or enforcement without any prior negotiation period.
If the dispute is not resolved within that period, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules then in force. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
Either party may seek urgent injunctive or interim relief from any court of competent jurisdiction without this being a waiver of the arbitration agreement.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than a payment obligation) to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemic, natural disaster, war, terrorism, government action, cyberattack or power failure.
The affected party shall promptly notify the other and take all reasonable steps to resume performance. If the situation continues for more than 60 consecutive days, either party may terminate the affected Engagement Agreement on 14 days' written notice. On such termination, the Client shall pay for all Services performed up to the date of termination, and all payments received by us prior to the Force Majeure Event are non-refundable.

15. General

15.1 Entire Agreement
These Terms and Conditions, together with the applicable Engagement Agreement, constitute the entire agreement between the parties on their subject matter and supersede all prior discussions, representations and arrangements.

15.2 Amendments
We may amend these Terms and Conditions at any time by posting the updated version on our Website with a revised effective date. Continued use of the Website or our services after that date constitutes acceptance. For ongoing engagements, material changes will be notified by email and take effect on 30 days' notice.

15.3 Severability
If any provision is found to be invalid or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force.

15.4 Waiver
No failure or delay in exercising any right under these Terms and Conditions shall operate as a waiver of that right.

15.5 No Third-Party Rights
No person who is not a party to these Terms and Conditions or an Engagement Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce any term.

15.6 Assignment
The Client may not assign or transfer any of its rights or obligations without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a restructuring or change of ownership of our business.

15.7 Relationship of Parties
We are an independent contractor. Nothing in these Terms and Conditions creates a partnership, joint venture, employment or agency relationship between the parties.

15.8 Notices
Formal notices under these Terms and Conditions shall be in writing and delivered to the contact details specified in the applicable Engagement Agreement. Notices shall be deemed received on the next Business Day following transmission, provided no delivery failure is received.

15.9 Language
These Terms and Conditions are in English. In the event of any translation, the English version prevails.

Axora Advisory Pte Ltd | UEN: 201219774K | Last updated: 3 May 2026