Terms & Conditions

§ 01

Definitions

In these Terms and Conditions, the following expressions carry the meanings set out below:

• "Agreement" means these Terms and Conditions together with any Engagement Letter issued by Nusantara Counsel.
• "Client" / "You" means the individual, company, or organisation engaging Nusantara Counsel for Services.
• "Nusantara Counsel" / "We" / "Us" means Nusantara Counsel, a professional tax advisory practice registered in Singapore.
• "Services" means the tax advisory, compliance, and documentation services described in the Engagement Letter.
• "Engagement Letter" means the written scope document issued prior to commencement of any Service.
• "Confidential Information" means any non-public financial, operational, or personal data shared during the engagement.
• "IRAS" means the Inland Revenue Authority of Singapore.
• "OECD" means the Organisation for Economic Co-operation and Development.

§ 02

Acceptance of Terms

By engaging our Services—whether through signing an Engagement Letter, submitting a contact form, or instructing us verbally or in writing—you confirm that:

• You have read and understood these Terms in full.
• You are at least 18 years of age and have the legal capacity to enter into this Agreement.
• Where acting on behalf of a company or organisation, you are authorised to bind that entity.
• The information you provide to us is accurate and complete to the best of your knowledge.

§ 03

Service Description

Nusantara Counsel provides the following principal Services:

Specific deliverables, timelines, and fees for each engagement are detailed in the respective Engagement Letter. Services are subject to geographic and jurisdictional constraints; we primarily serve clients with Singapore tax obligations.

§ 04

Engagement Terms

Each engagement is governed by an Engagement Letter setting out the specific scope of work. The following general conditions apply:

• Services commence upon receipt of a signed Engagement Letter and any required advance payment.
• We undertake to perform Services with reasonable professional care and skill.
• Timelines stated in Engagement Letters are estimates and may be affected by the timely provision of information by the Client.
• We may decline or suspend an engagement where the Client fails to provide necessary documents or information within agreed timeframes.
• Our advice is based on current Singapore tax law and IRAS administrative practice at the time of engagement; we are not liable for subsequent legislative or regulatory changes.
• We do not provide legal advice; where legal questions arise, we will recommend appropriate legal counsel.

§ 05

Fees & Payment

All fees are quoted in Singapore Dollars (SGD) and are subject to prevailing Goods and Services Tax (GST) where applicable.

Payment Schedule

• An advance payment of 50% of the agreed fee is required before commencement of Services.
• The balance is payable upon delivery of the final deliverable or submission to IRAS, whichever is earlier.
• Invoices are due within 14 days of the invoice date.

Late Payment

Overdue invoices may attract interest at 1.5% per month on the outstanding amount. We reserve the right to suspend or withhold Services where payment remains outstanding beyond 21 days.

Refund Policy

If a Client cancels an engagement after work has commenced, fees for work completed to the date of cancellation are non-refundable. Advance payments for work not yet commenced will be refunded within 14 business days, less any reasonable administrative costs incurred.

§ 06

Client Obligations

To enable us to deliver Services effectively, the Client agrees to:

• Provide complete, accurate, and timely information and documents as requested.
• Notify us promptly of any changes to financial circumstances, corporate structure, or tax filing obligations.
• Review and approve draft submissions before they are filed with IRAS.
• Meet agreed deadlines to avoid regulatory penalties.
• Refrain from making independent tax filing submissions that conflict with our advice without prior notification.
• Not engage another tax adviser for the same scope of work simultaneously without informing us.

We are not liable for penalties, additional tax assessments, or adverse outcomes resulting from incomplete or inaccurate information provided by the Client.

§ 07

Intellectual Property

All methodologies, templates, analytical frameworks, and proprietary tools used or developed by Nusantara Counsel in performing the Services remain the intellectual property of Nusantara Counsel.

Upon full payment of applicable fees, the Client receives a non-exclusive, non-transferable licence to use the specific deliverables produced for their engagement for their own internal purposes.

The Client may not reproduce, distribute, or commercialise our deliverables for purposes outside the scope of the engagement without our written consent.

§ 08

Confidentiality

Both parties acknowledge the sensitive nature of tax and financial information. Nusantara Counsel undertakes to:

• Treat all Client information as strictly confidential.
• Use Client data solely for the purpose of performing the agreed Services.
• Not disclose Client information to third parties without the Client's consent, except as required by law, court order, or regulatory obligation.

This obligation of confidentiality survives the termination of the engagement. For details on how personal data is processed, please refer to our Privacy Policy.

§ 09

Disclaimers

Our Services are provided in good faith based on information available at the time of engagement. Please note:

• Tax advice reflects prevailing law and IRAS practice; it may not account for future legislative amendments.
• We do not represent that any particular tax position will be accepted by IRAS without challenge.
• Engagement outcomes depend significantly on the accuracy of client-supplied data.
• Information on our website is general in nature and does not constitute specific tax advice.
• We are not responsible for third-party services, software, or platforms referenced in the course of our work.

§ 10

Limitation of Liability

To the fullest extent permitted by Singapore law:

• Our aggregate liability arising from any single engagement shall not exceed the total fees paid for that engagement in the preceding 12 months.
• We are not liable for indirect, consequential, or special losses, including loss of profit, business opportunity, or reputational damage.
• We are not liable for losses attributable to incomplete or inaccurate information provided by the Client.
• Force majeure events—including regulatory changes, system outages, or natural disasters—that affect timely delivery will not constitute breach of this Agreement.

Nothing in these Terms limits liability for fraud, wilful misconduct, or gross negligence.

§ 11

Termination

Termination by Either Party

Either party may terminate an engagement by giving 14 days' written notice, provided that all fees for work completed to date are settled before termination takes effect.

Immediate Termination

Nusantara Counsel may terminate an engagement with immediate effect if the Client:

• Provides materially false or misleading information.
• Fails to pay outstanding invoices after 30 days.
• Instructs us to take positions we reasonably believe to be non-compliant with Singapore tax law.

Effect of Termination

Upon termination, we will deliver all work completed to date. Provisions relating to confidentiality, intellectual property, and limitation of liability survive termination.

§ 12

Dispute Resolution

In the event of a dispute, the parties agree to the following process:

1. Informal Resolution: The aggrieved party shall notify the other in writing. Both parties shall make reasonable efforts to resolve the matter within 15 business days.
2. Mediation: If informal resolution fails, either party may refer the matter to mediation at the Singapore Mediation Centre (SMC) under its prevailing rules.
3. Arbitration: Disputes not resolved through mediation shall be referred to arbitration at the Singapore International Arbitration Centre (SIAC) under the SIAC Rules, conducted by a sole arbitrator.

This Agreement is governed by the laws of Singapore. The courts of Singapore have non-exclusive jurisdiction to resolve any dispute that the parties elect not to arbitrate.

§ 13

General Provisions

• Entire Agreement: These Terms, together with the applicable Engagement Letter, constitute the entire agreement between the parties and supersede all prior negotiations.
• Severability: If any provision is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any right under this Agreement does not constitute a waiver of that right.
• Assignment: The Client may not assign their rights or obligations under this Agreement without our prior written consent.
• Notices: Written notices may be delivered by email to the addresses set out in the Engagement Letter and are deemed received on the next business day.
• Language: This Agreement is executed in English. In the event of any translation, the English version shall prevail.

§ 14

Changes to These Terms

We may revise these Terms from time to time to reflect changes in our practice, applicable law, or IRAS guidelines. When we do:

• The updated Terms will be posted on our website with a revised "Last Updated" date.
• We will notify active clients of material changes via email at least 14 days before the changes take effect.
• Continued engagement of our Services after the effective date constitutes acceptance of the revised Terms.

§ 15

Contact Information

Questions or concerns about these Terms should be directed to: