Standard Terms
- General
These terms, together with terms specified elsewhere in the Mandate Letter (the “Terms”), govern the terms under which Bayfront Capital Advisors Pte. Ltd (“Bayfront”) shall provide services to the Client. The Terms shall remain in full force and effect unless and until the Mandate is terminated in accordance with the Mandate Letter.
- Expenses
a) Taxes and invoicing: Bayfront shall provide invoices and payment instructions to the Client for all fees and expenses. All invoice amounts shall be grossed up for GRT, VAT, WHT or any taxes in lieu of, as applicable. Client shall undertake to pay all Fees and Expenses within two weeks of invoicing.
- Information
a) Information: Client shall provide with all information and data upon reasonable requests by Bayfront. Reasonable requests shall include, but not limited to, information regarding the Client’s management, financial performance, results of external audits, material contracts and obligations, and any other information that is deemed to be material, as determined by Bayfront, to a successful completion of its Scope of Work. The Client has the right to refuse to provide any information that breaches confidentiality under agreements and laws, provided that if those agreements and laws have provisions that allow the Client to share confidential information with parties under non-disclosure agreement or have provisions to obtain prior consents or waivers, then the Client must seek such consents or waivers.
b) Information Accuracy: The Client represents that (i) all information provided to Bayfront are (and will be) accurate and complete in all material respects and don’t (and wouldn’t) contain any misleading statements or misrepresented facts or wilfully excluded material information. The Client shall promptly notify Bayfront if it identified any information provided to be incomplete, untrue, inaccurate or misleading in any material respect or that any such information were improperly obtained, unauthorized or would breach confidentiality under agreements or laws (ii) all financial projections provided to Bayfront are prepared by the Client in good faith and based on reasonable assumptions. The Client acknowledges that Bayfront has no obligation and is not responsible for verifying the accuracy of such projections and assumptions; (iii) The Client is solely responsible for the accuracy and completeness of the information it provided to Bayfront.
c) Access to Management and Service Providers: The Client shall provide Bayfront with reasonable access to its directors, officers, management team, and also appointed professional third parties such as external auditor, rating agencies, tax and legal counsel and consultants. Upon Bayfront’s request, the Client shall make them available for meetings, conference calls and to provide answer to queries from time to time.
- Distribution: The client agrees that any advice, including any valuations and other written report incurred or material produced is provided solely for and benefit for the purpose of the Transaction and that it may not be used or relied on for any other purpose or disclosed to any other person (excluding your professional advisers, who may place no reliance on such advice) without prior written approval.
- Termination
The Mandate shall be deemed as continuing until an explicit termination of the Mandate under the following circumstances:
a) Client can terminate the Mandate if Bayfront is in breach of any term of the Mandate Letter, and the breach has been substantiated to Bayfront by the Client through a formal notification with supporting evidence, and Bayfront has not rectified the breach within thirty (30) days of being notified.
b) Bayfront can terminate the mandate if Client is in breach of any term of the Mandate Letter, and the breach has been substantiated to the Client by Bayfront through a formal notification with supporting evidence, and the Client has not rectified the breach within thirty (30) days of being notified.
Termination of the Mandate is without prejudice to any legal rights or obligations that may already have arisen. Unless specified otherwise, all provisions of the Mandate Letter shall expire after one (1) year from the termination of the Mandate.
- Indemnity
a) The Client agrees that, without prejudice to any claim it may have against Bayfront no proceedings may be taken against any director, officer, a shareholder or employee of Bayfront in respect of such the claim.
b) Bayfront will not be liable to the Client (or its parent companies, subsidiaries, affiliates or associated companies) except when such liability arises from gross negligence on Bayfront’s part, determined as such by court of law.
c) Client agrees to indemnify Bayfront for the all costs incurred by Bayfront to recover all due and unpaid amounts from the Client.
d) If any director, officer or employee of Bayfront incurs any liability damages or legal cost or expenses in relation to such liability as a direct result of the involvement in the Transaction when such liability damages or legal costs or expenses did not arise from gross negligence on Bayfront’s part, determined as such by court of law, then the Client agrees to cover such damages and legal expenses upon demand by Bayfront.
- No Financial Commitment
The Client acknowledges that:
a) Bayfront has not assumed any fiduciary or trustee relationship with the Client or its shareholders by virtue of the engagement under the Mandate.
b) The arrangements contemplated in the Mandate do not constitute a partnership or agency agreement between Bayfront and the Client.
- Compliance
All parties to the Mandate Letter shall at all times comply with, and will assist each other to comply with applicable laws and regulations. The Mandate is subject to satisfactory Know Your Customer (“KYC”) checks done by Bayfront on the Client Group as required under applicable laws and regulations.
- Confidentiality
a) The Mandate Letter is confidential. Executed version of the Letter or any of the draft versions will not be disclosed by any of the signing parties to any other person without the prior consent of the other signing parties.
b) Unless the signing parties agree otherwise, the signing parties must keep confidential the terms of the Transaction, discussions, meeting notes, written or verbal communications, draft or final term sheets, or any such other information that is related to the Transaction whether or not such information was labelled “confidential”.
c) The signing parties may execute a non-disclosure agreement concurrently with the Mandate Letter.
- Signing Authority
Each person signing the Mandate Letter represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver the Mandate Letter. Each party represents and warrants to the other that the execution and delivery of the Mandate Letter and the performance of such party’s obligations hereunder have been duly authorized and that the Mandate Letter is a valid and legal agreement binding on such party and enforceable in accordance with its terms. Each Party has the right to ask the other Party to furnish proof of signing authority such as a letter from the company secretary or in-house corporate counsel.
- Notices
A notice or other communication under the Agreement will be effective only if it is in writing.
- Miscellaneous Provisions
a) A term in the Mandate Letter may not be waived or amended except in writing by the parties to the Mandate Letter.
b) The provisions under the Mandate Letter cannot be assigned by any party to any third party without the written consent of all other signing parties on the Mandate Letter.
c) The invalidity, illegality or unenforceability of a provision of the Mandate Letter will not affect or impair the continuation in force of the remaining provisions of the Mandate Letter.
d) The advice and services provided by Bayfront are solely to the Client and/or its Board of Directors, and only in their capacity as such, and not to shareholders or other persons. Bayfront owes duties solely to the Client and no other person (other than indemnified persons). Client shall not circulate or disclose the advice to the shareholders, any stock exchange or to the general public.
e) The Mandate Letter may be executed by electronic means in any number of counterparts, and it has the same effect as if the signatures on the counterparts were on a single copy of the Mandate Letter.
f) With the written consent of Bayfront, the Client can novate the Mandate Letter to another legal entity within the Client Group or add include to another legal entity within the Client Group to the Mandate Letter.
- Third Party Rights
Unless stated otherwise, a person not party the Mandate Letter has no right to enjoy or enforce any benefit under it. The consent of any person not party to the Mandate Letter is not required to amend the Mandate Letter.
- Publicity
With the Client’s consent, Bayfront can display Company’s logo and testimonials on its official website and social media pages (e.g. LinkedIn), do press release/media announcements. Bayfront shall obtain prior clearance on the content prior to publication.
- Arbitration
The Mandate Letter shall be governed by and construed in accordance with the laws of the Republic of the Singapore. Any dispute, controversy or claim arising out of or in connection with the Mandate Letter shall be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) as at present in force, subject to the following:
a) The place of arbitration shall be in Singapore, unless otherwise agreed by the parties
b) The language of the arbitration shall be English
c) The number of arbitrators shall be one (1) and to be appointed by the Chairman of the SIAC.
Disclaimer: The information provided in the document is for information purposes only. It does not represent any agreement, offer, recommendation or solicitation to any person to buy, subscribe or sell securities; does not make any representation to any person that Bayfront Capital Bayfronts Pte Ltd (“Bayfront”) buys, sells, subscribes, underwrites, lends or borrows securities; does not constitute any offer, recommendation or solicitation to any person to enter into any agreement with Bayfront or any other party mentioned in the document to buy, sell, subscribe, underwrite, lend or borrow securities.
Bayfront does not provide any advice in relation to making of offers of securities to the public. Any mention of offer of securities to the public in any part of the document must not be construed by the users of the document as advice by Bayfront for making an offer of securities to the public.
Bayfront does not provide any advice relating to investment, legal, tax, regulatory, accounting and compliance matters, and is not purporting to provide you with such advice. You must seek independent advice from qualified professionals on such matters.
Bayfront doesn’t make any representation or warranty as to accuracy or completeness of the data, opinions, facts, figures, illustrations and any such information provided in the document, whether obtained from public sources or produced from its own analysis. You are advised to make your own independent judgment (with the advice of your professional advisers as necessary) with respect to any matter contained herein and not rely on the document as the basis for making any decision. Opinions, assumptions, forecasts, projections and estimates are as of the date indicated and are subject to change without prior notice.
Bayfront accepts no liability and will not be liable for any loss or damage arising directly or indirectly (including special, incidental, consequential, punitive or exemplary damages) from your use of the document, howsoever arising, and including any loss damage or expense arising from but not limited to any defect, error, imperfection, fault, mistake or inaccuracy with the document, its contents or associated services, or due to any unavailability of the document or any part thereof or any contents or associated services.
All materials, text, articles and information contained herein are the property of Bayfront. This material is strictly private and confidential and is for the use of intended recipients only and the contents may not be reproduced, redistributed, or copied in whole or in part for any purpose and in any manner (verbal, printed or electronic) without Bayfront’s prior express consent. All rights reserved.
