Terms and Conditions

1. Introduction

Welcome to Clarivita's Terms and Conditions. These terms and conditions ("Terms") govern your use of our website located at www.clarivita.sg (the "Website") and the accounting consulting services provided by Clarivita Pte Ltd ("Clarivita", "we", "us", or "our").

By accessing our Website or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not use our Website or services.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Client" refers to any individual or organization that engages our services.
• "Services" refers to the accounting consulting services we provide, including but not limited to financial accounting optimization, regulatory compliance, and other related services.
• "Content" refers to all information, text, images, data, links, software, or other material accessible through our Website or services.
• "User" refers to any individual who accesses or uses our Website.

3. Services

Clarivita provides accounting consulting services to businesses and individuals. The specific nature, scope, and deliverables of our Services will be outlined in a separate engagement letter or service agreement between Clarivita and the Client.

3.1 Service Standards

We will provide our Services with reasonable skill and care in accordance with professional standards applicable to accounting consultants in Singapore. We will use professionally qualified personnel to perform the Services.

3.2 Service Limitations

Our Services are subject to the following limitations:

• We rely on information provided by the Client and do not independently verify such information unless specifically engaged to do so.
• Our advice is based on the laws, regulations, and interpretations in effect at the time the advice is given.
• We do not provide legal, investment, or other non-accounting related advice unless specifically engaged to do so.

4. Client Responsibilities

When engaging our Services, the Client agrees to:

• Provide accurate, complete, and timely information necessary for the performance of our Services.
• Designate a qualified person to oversee the Services we provide.
• Make decisions promptly to facilitate the timely performance of our Services.
• Accept responsibility for the results of our Services, including any actions taken based on our recommendations.
• Comply with all applicable laws and regulations related to their business operations.

5. Fees and Payment

5.1 Fee Structure

Our fees are based on the time spent by our personnel and the level of skill and responsibility involved. The fee structure will be outlined in the engagement letter or service agreement.

5.2 Expenses

In addition to our fees, we may charge for reasonable expenses incurred in connection with the Services, such as travel, accommodation, and other out-of-pocket expenses.

5.3 Payment Terms

Invoices for our Services are due and payable within 30 days of the invoice date unless otherwise specified. We reserve the right to charge interest on overdue accounts at the prevailing statutory rate.

5.4 Taxes

All fees and expenses are exclusive of any applicable taxes, including Goods and Services Tax (GST), which will be added to our invoices where appropriate.

6. Intellectual Property

6.1 Our Intellectual Property

Clarivita retains all intellectual property rights in any methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how that we may develop or use in connection with our Services.

6.2 Client Materials

The Client retains all rights to materials and information provided to us for the purpose of performing our Services.

6.3 Work Products

Upon full payment of our fees, the Client is granted a non-exclusive, non-transferable license to use the deliverables provided as part of our Services for the Client's internal business purposes only. Unless otherwise agreed in writing, the Client may not distribute, publish, or use the deliverables for any other purpose without our prior written consent.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed in connection with our Services. This obligation continues after the termination of the service relationship, subject to applicable legal requirements.

We may, however, reference the Client in our client list or marketing materials unless the Client specifically requests otherwise in writing.

8. Website Use

8.1 Acceptable Use

You agree to use our Website only for lawful purposes and in a way that does not infringe the rights of or restrict or inhibit the use and enjoyment of the Website by any third party.

8.2 Prohibited Activities

You must not:

• Use our Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website.
• Use our Website for any fraudulent or unlawful purpose.
• Harvest or collect email addresses or other contact information of other users from the Website by electronic or other means.
• Use automated scripts to collect information from or otherwise interact with our Website.

8.3 User Content

If you submit any information, feedback, or material to our Website, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Clarivita and its directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use our Website or Services;
• Any conduct or content of any third party on the Website;
• Any content obtained from the Website; and
• Unauthorized access, use, or alteration of your transmissions or content.

Our total liability to the Client for any claim arising out of or in connection with our Services, regardless of the form of action, shall be limited to the amount of fees paid by the Client for the specific Services giving rise to the claim.

10. Indemnification

You agree to defend, indemnify, and hold harmless Clarivita, its directors, employees, agents, and affiliates, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website or Services.

11. Termination

11.1 Termination of Services

Either party may terminate the Services by providing written notice to the other party as specified in the engagement letter or service agreement.

11.2 Effect of Termination

Upon termination:

• The Client shall pay all fees and expenses due for Services performed up to the effective date of termination.
• We will transfer all Client materials in our possession to the Client, subject to payment of any outstanding amounts.
• The provisions of these Terms that by their nature extend beyond termination shall survive termination.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.

13. Changes to Terms

We reserve the right to modify these Terms at any time. If we make changes, we will provide notice of such changes, such as by posting the revised Terms on our Website. Your continued use of our Website or Services following the posting of the revised Terms means that you accept and agree to the changes.

We encourage you to review the Terms whenever you access our Website or engage our Services to stay informed about our practices.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any engagement letter or service agreement, constitute the entire agreement between you and Clarivita regarding our Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

14.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

15. Contact Information

If you have any questions about these Terms, please contact us at:

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Last Updated: April 16, 2025