1.         TERMS OF REFERENCE
1.1       All work by Duellix Pte Ltd ("DUELLIX ") for the Company will be in accordance with the proposal agreed at the outset, as modified by any subsequent variations mutually agreed in writing. DUELLIX 's Engagement Letter setting out the proposal and the services agreement herein (the “Services Agreement”) are together referred to as the "Terms of Business".   In the event of any conflict between the terms and conditions stated in this Services Agreement and the Engagement Letter, the latter shall prevail.

‍2.          DEFINITION
2.1       In the Terms of Business, "DUELLIX " shall include Duellix Pte. Ltd.'s successors or assignees. The Company is the person to whom the Engagement Letter setting out the terms of engagement is addressed.  

‍3.         INFORMATION AND ASSISTANCE
3.1    The success of the engagement is dependent on the timely co-operation of the Company, including: Providing the materials and information that are requested from time to time for the engagement, and if stated in the Engagement Letter, for the Company's senior executives, staff and shareholders to work with DUELLIX. Making senior executives available for consultation on request. Making decisions promptly to facilitate the performance of the engagement.  
3.2       The time estimated for the completion of the engagement is given on the assumption that DUELLIX receives such co-operation and commitment from management and staff of the Company. If management and staff do not provide, or delay in providing that co-operation, the Company hereby agrees to pay DUELLIX any additional consulting fees and expenses that may result.  

‍4.         DATA PROTECTION
4.1       Where the Company or DUELLIX receives any personal data as defined by the Personal Data Protection Act 2012 (the “Act"), it shall ensure that it fully complies with the provisions of the Act and only deals with the data to fulfill its obligations under the engagement.    
4.2       In fulfillment of its obligations under the Act, both the Company and DUELLIX shall ensure that each takes reasonable administrative, physical and technical security measures to protect personal data in its possession in order to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks.  

‍5.         CONFIDENTIALITY
5.1        Subject to 5.2 DUELLIX keep confidential all information passed to it by the Company (unless such information is in the public domain or its disclosure is expressly permitted by the Company or is required by any law or regulation), as well as all reports, advice and recommendations produced by DUELLIX under the Terms of Business.    
5.2       To the extent reasonably necessary or required in providing the necessary services, the Company consents to DUELLIX passing all information to its subcontractors.  
5.3     Whenever possible, DUELLIX will contractually bind their subcontractors to keep the Company’s information confidential (unless such information is in the public domain or its disclosure is expressly permitted by the Company or is required by any law or regulation)
5.4    The Company will keep confidential any methodologies and technology used to carry out an assignment and will not disclose any report or information provided by DUELLIX or its terms of engagement save as set out in the Engagement Letter or otherwise agreed in writing. The intellectual property rights in all pre-existing DUELLIX materials and methodologies utilised in this engagement or incorporated into a report or any other material provided to the Company remain vested in DUELLIX.  

‍6.         TERMINATION
6.1       The contract may be terminated forthwith by either party in the event of the other going into insolvent liquidation or having a Receiver or Administrator appointed over all or part of its assets or being the subject of any other formal insolvency procedure.
6.2       Either party may terminate the engagement by giving to the other party one (1) month's notice in writing or on payment of one (1) month's fee in lieu of notice. The remaining annual corporate secretarial services fee and registered office fee, where applicable, will be deemed utilised.  
6.3       If the engagement is terminated by either party prior to completion, all outstanding fees and expenses incurred for work completed up to that point shall remain payable to DUELLIX and the Terms of Business shall remain binding upon the Company.  

‍7.         CHARGES
7.1       Fees are charged in accordance with the tariffs outlined in the proposal. Non-Routine Transactions will be charged based on either the time spent by DUELLIX staff on an assignment at the hourly fee rates for the staff concerned and/or subcontracting costs plus an administrative surcharge and/or other pre-agreed amounts.  
7.2       Either party may request changes to the agreed scope of the engagement. DUELLIX will work together with the Company to consider and, if appropriate, vary any aspect of the engagement, subject to payment of reasonable additional fees and a reasonable additional period of time to provide the additional services. Any variation to the Engagement Letter, including any variation to fees, services or time for performance of the engagement will be detailed in a separate letter and will form part of the Terms of Business, and will be subjected to this Service Agreement. Fee rates are revised periodically and when staff are promoted. Where applicable, DUELLIX will give one month's notice of such revisions.  
7.3       Expenses incurred on travel and subsistence, and on goods and services purchased on the Company's behalf, are charged at cost. For travel, DUELLIX standard policies apply to first class rail travel and economy class air travel within the ASEAN region for all staff and Business Class or equivalent for overseas travel elsewhere for partners. The production costs of reports prepared for the Company are charged as an expense.  
7.4       Charges are based on a standard day of 8 hours, and a 5-day week, excluding public holidays. Where overtime is required, additional hours will be charged at the specified fee rates.  
7.5      DUELLIX may from time to time amend, revise or increase its fees, rates and charges and will inform the Company accordingly. In case of any objections, the Company shall inform DUELLIX within 14 days in writing.  

‍8.         PAYMENT
8.1       DUELLIX invoices are payable within 14 days from the date of invoice.  
8.2       Any disagreement or objection to the amount due under the invoice must be communicated to DUELLIX in writing within 7 days from the date of invoice. The Company is deemed to have waived any claim not made within that period.  
8.3       DUELLIX reserves the right to charge interest on overdue amounts at an annual rate of 3% over the average prime lending rate of the leading local banks prevailing from the due date to the payment date of the overdue amounts.  

‍9.         USE OF REPORTS
9.1       Reports and advice given by DUELLIX will be solely for the Company's use and benefit and only for the purpose of the engagement to which these Terms of Business relate.  
9.2       No liability is accepted by DUELLIX to any third party for its reports or advice, whether disclosure is permitted in the manner set out in this Services Agreement.  
9.3       Save as required by the Companies Act Cap.50, the Company undertakes not to disclose the report or its contents in whole or in part, whether written or verbal, to any third party without the express written permission of DUELLIX. Even where such permission is given, DUELLIX cannot accept any liability for the contents of its report to any third party and will require the intended recipient to expressly agree not to disclose the report, or any part thereof, to anyone else and warn him that he should not himself place any reliance on the report but seek his own independent advice.  
9.4       The Company acknowledges that no reliance will be placed on draft reports, conclusions or advice, whether oral or written issued by DUELLIX, as they may be subject to further work, revision or investigation that may render such drafts substantially different from any final report or advice issued.  

‍10.      ADVICE FROM OTHER ADVISORS
10.1    While DUELLIX may seek and co-ordinate advice from other advisors on behalf the Company, the Company acknowledges that DUELLIX assumes no responsibility for or liability in respect of advice given to the Company or DUELLIX by the other advisors.  
10.2    The Company will be solely responsible for the payment of all fees and expenses to such advisors.  

‍11.      RESPONSIBILITY FOR INFORMATION PROVIDED AND DOCUMENTS
11.1    DUELLIX may ask the Company for confirmation of information or additional information relating to any document which the Company requests DUELLIX to review or approve. DUELLIX assumes no responsibility and makes no representation with respect to the accuracy or completeness of any information or material provided by the Company or on the Company's behalf. The Company shall accept full responsibility for the preparation and contents of the document.  
11.2    DUELLIX reserves the right to refuse to issue or approve a particular document and to require the Company to refrain from distributing it, if at any time; DUELLIX becomes aware of information which renders the document untrue or misleading.  
11.3    The Company will notify DUELLIX promptly if he at any time learns that any information or document provided to DUELLIX is incorrect, inaccurate or otherwise not to be relied upon.  

‍12.      WARRANTIES
12.1    The Company accepts and acknowledges that, subject to any statement made in this Services Agreement, DUELLIX has not made any warranties or guarantees of any nature in respect of the engagement or satisfactory conclusion of the engagement or with respect to the economic, financial or other results which the Company may experience as a result of the engagement.  

‍13.      HOLD HARMLESS
13.1    DUELLIX will use reasonable skill and care in the performance of the engagement.  
13.2    DUELLIX 's maximum liability relating to services rendered (regardless of form of action whether in contract, negligence or otherwise) shall in no circumstances exceed two times the annual fee paid by the Company. In no event shall DUELLIX be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation lost profits, opportunity costs etc.) even if advised of their possible existence. This provision shall survive the completion or termination of this engagement.  
13.3   The Company shall indemnify DUELLIX and hold DUELLIX harmless from and against any claims, liabilities, costs and expenses (including without limitation, reasonable legal fees and the time of DUELLIX staff involved) brought by a third party against, paid or incurred by DUELLIX at any time and in any way arising out of or relating to its services under this engagement, except to the extent finally determined to have resulted from the fraud of DUELLIX's staff. This provision shall survive the completion of this engagement.  

‍14.      GOVERNING LAW
14.1    The agreement evidenced by these Terms of Business and the relationship between DUELLIX and the Company shall be governed by and interpreted and construed in accordance with Singapore law and no claim may be brought against DUELLIX in contract, tort or otherwise, save in so far as such claim could be brought under Singapore law without reference to the law of any other country.  

‍15.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
15.1    Unless expressly provided for in the Engagement Letter, a person who is not a party to this engagement shall have no right to enforce any of its terms under the provisions of the Contracts (Rights of Third Parties) Act.  

‍16.      JURISDICTION AND DISPUTE RESOLUTION
16.1    Any controversy or claim arising out of or relating to the services covered by the Terms of Business shall be submitted to mediation in Singapore before a mediator chosen by the parties or, where the parties cannot agree, in accordance with the Mediation Procedure of the Singapore Mediation Centre for the time being in force. If the controversy or claim is not resolved within 90 days (or such longer period as agreed by the parties}, the mediation shall terminate and dispute shall be settled by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. Judgment on any arbitration may be entered in any court having jurisdiction.  
16.2    If a party fails to respond to a written request for mediation and/or arbitration within 7 days after service or fails to participate in any scheduled mediation or arbitration conference, that party shall be deemed to have waived its right to mediate/arbitrate the issues in dispute in which case the courts of Singapore shall have exclusive jurisdiction to settle any unresolved controversy, dispute or claim arising out of or relating to these Terms of Business. The Company submits irrevocably to the jurisdiction of the courts of Singapore.  
16.3    The Company agrees that this Clause 16 is concluded for DUELLIX 's benefit alone and that DUELLIX retains the right to bring proceedings against the Company in their absolute discretion in  the courts of any other country which may have jurisdiction.  

‍17.      MISCELLANEOUS PROVISIONS
17.1    Nothing in the Terms of Business will prevent DUELLIX from taking any such action as may be required by law or statute or to comply with regulations of any relevant professional body.  
17.2    Each term in the Terms of Business will be severable. In the event of any term being held to be invalid, illegal or unenforceable, the remainder of the terms will remain effective and binding.  
17.3    No party will be liable to the other party for any delay or failure to fulfil obligations caused by circumstances outside reasonable control of both parties. If such circumstances continue to prevent performance or either party's duties and obligations for a period of more than 60 days, both parties will consult each other to agree on an alternative course of action.  
17.4    DUELLIX will not be prevented or restricted by anything in the Terms of Business from providing engagements to DUELLIX 's other clients. DUELLIX will take steps to ensure that confidential information communicated during the course of this engagement will be maintained in strict confidence, and separate from directors and staff assigned to engagements in which there is a manifest conflict of interest.  
17.5    DUELLIX may communicate with the Company electronically. Such electronically transmitted information cannot be guaranteed to be secure or error-free, and it may be adversely compromised or unsafe to rely upon. DUELLIX will not accept any liability in respect of any error or omission arising from or in connection with the electronic communication of information to the Company. The Company may opt for and notify DUELLIX not to communicate electronically with him.  

‍18.      VALIDITY
18.1   These Terms of Business shall form the sole basis of the contract between the parties notwithstanding anything to the contrary save in so far as DUELLIX agrees in writing to any variations.