General Provisions for Consultancy Services

These General Terms and Conditions (T&Cs) shall apply to all consultancy services (the "Services") provided by Adapt D&B LLP ("the Consultant") to the recipient of the accompanying Quotation ("the Client").

1. Definitions

Agreement: The T&Cs and the Quotation.

Client: The party to whom the Quotation is addressed.

Consultant: Adapt D&B LLP (UEN: T25LL0841D).

Project: The specific project identified in the Quotation.

Services: The consultancy services as detailed in the "Scope of Services" (Quotation).

Fees: The sums to be paid by the Client to the Consultant for the performance of the Services.

Certification Scheme: The specific sustainability certification as specified in the Scope of Services.

Relevant Authority: The respective independent certification body responsible for assessing and awarding the certification.

Contractor: Any third-party designer, vendor, supplier, or contractor engaged by the Client for the Project.

2. Scope of Services & General Obligations

The Consultant shall perform the Services as outlined in the Quotation with due professional care, skill, and diligence, consistent with industry standards for similar consultancy services in Singapore.
The Consultant shall act as an independent consultant and not as an employee, partner, or agent of the Client.
The Consultant's Services are advisory. The Client retains responsibility for the overall Project, including all design, construction, and management decisions.

3. Exclusions from Services

Unless explicitly and item-wise included in the Scope of Services (Quotation), the Fees do not include:

Payment of any application, assessment, certification, or renewal fees to the Relevant Authority.
The cost of any third-party specialist services, simulations, modeling, or physical testing (e.g., energy modeling, Whole Life Carbon calculations, Indoor Air Quality (IAQ) testing, acoustic testing, etc.).
Site supervision, project management, or construction management services.
Services related to ensuring the Contractor's compliance with the design, specifications, or procurement requirements.
Any redesign or re-submission work required due to changes in the Project brief, scope, or design initiated by the Client or their Contractors ("Variation Work").
The procurement, supply, or installation of any materials, products, or equipment.

4. Client's Responsibilities

The Client shall, at no cost to the Consultant and in a timely manner:

Provide all necessary project information, drawings (CAD/BIM), technical data, and documentation required for the Services.
Appoint a single, authorized point of contact with the authority to provide instructions and make decisions on the Client's behalf.
Ensure full cooperation from the Client's project team (e.g., Architect, Interior Designer, M&E Engineer, and Contractors).
Implementation: The Client acknowledges that they are solely responsible for ensuring that all design strategies, materials, and equipment agreed upon for the certification are accurately implemented, specified, procured, installed, and commissioned by their appointed Contractors.

5. Fees and Payment Terms

Quotation Validity: The accompanying Quotation is valid for 30 calendar days from the date of issue.
Payment Schedule: The Client agrees to pay the Fees according to the milestones defined in the Quotation.
Invoicing: All invoices are due upon receipt. Payment shall be made within 30 calendar days of the invoice date.
Late Payment: The Consultant reserves the right to charge interest on all overdue invoices at a rate of 1.5% per month (or the maximum rate permitted by law), calculated daily from the due date until payment is received in full.
Suspension of Services: If any invoice is overdue by more than 14 days, the Consultant may, after giving 7 days' written notice, suspend all Services until the outstanding payment (including interest) is received.

6. Variation and Additional Work

Any services requested by the Client that fall outside the agreed Scope of Services (Quotation) shall be considered a Variation.
This includes, but is not limited to, abortive work due to the Client's (or their Contractor's) provision of incorrect information, non-compliance with advice, or significant changes to the Project design, area, or timeline.
The Consultant shall provide a separate quotation for any Variation Work. This work will only commence upon written acceptance and/or a Purchase Order from the Client.

7. Timeline and Delays

Any project schedule provided is an estimate. The Consultant shall use reasonable efforts to meet this schedule but shall not be held liable for any delays caused by factors beyond its reasonable control, including:
Delays in receiving information, approvals, or instructions from the Client or their Contractors.
Delays caused by the performance (or non-performance) of the Client's Contractors.
Delays in the assessment, review, or clarification process by the Relevant Authority.

8. Limitation of Liability

DISCLAIMER: NO GUARANTEE OF CERTIFICATION

The Consultant's role is to provide professional advice, assessment, and documentation support to assist the Client in achieving the targeted certification.
The Consultant does not warrant or guarantee that the targeted certification or rating will be awarded by the Relevant Authority.
The final certification award is at the sole discretion of the Relevant Authority and is contingent upon the final design, the Client's and its Contractors' full and correct implementation, and the Authority's final assessment.
The Consultant makes no warranty as to the Project's future operational performance, including but not limited to specific energy savings, water savings, cost reductions, or other performance metrics.
Liability Cap: Notwithstanding any other provision, the total aggregate liability of the Consultant to the Client, whether in contract, tort (including negligence), or otherwise, arising from or in connection with the Services or this Agreement, shall be limited to the total Fees paid by the Client to the Consultant under this Agreement.
Exclusion of Consequential Loss: The Consultant shall not be liable under any circumstances for any indirect, special, punitive, or consequential losses, including loss of profit, loss of revenue, loss of business opportunity, or damage to reputation, even if such losses were foreseeable.

9. Intellectual Property (IP)

The Consultant shall retain all rights, title, and interest, including all Intellectual Property rights, in all reports, calculations, data, and documents ("Deliverables") prepared by the Consultant.
Upon and conditional on receiving payment of all Fees in full, the Consultant grants the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables for the sole and internal purpose of the Project for which they were prepared.

10. Confidentiality

Each party shall treat as confidential all proprietary information, financial details, and technical data obtained from the other in the course of the Services.
This obligation shall not apply to information that is publicly available, independently developed, or required to be disclosed by law or by the Relevant Authority for certification purposes.

11. Termination

Either party may terminate this Agreement by giving the other party 30 days' written notice.
In the event of termination, the Client shall pay the Consultant for all Services performed up to the effective date of termination, based on the completed milestones or on a pro-rata basis, as well as any reasonable demobilisation costs.
Either party may terminate the Agreement immediately by written notice if the other party is in material breach and fails to remedy it within 14 days of receiving written notice of the breach.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
The parties shall first attempt to resolve any dispute amicably through negotiation. If the dispute is not resolved within 30 days, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC).