FD Consult Terms of Service

FD CONSULT

TERMS OF SERVICE

EFFECTIVE DATE: JUNE 2024

Welcome to Founders Doc Pte. Ltd. including, where applicable, its subsidiaries, brands, related or associated companies or brands (“Founders Doc“, “FD“, “we“, “us” or “our“), the go-to legal support for founders in South-east Asia since 2021!

We created “FD Consult“, a service provided by Founders Doc, so that founders can speak to a qualified lawyer within the designated amount of time to share their concerns, seek consultation and spot any red flag issues.

Before we provide this service to you, it is our policy that all clients read, sign and agree to these Terms (as defined below). If any of the Terms are not acceptable to you, please do not proceed with the use of services as described herein. We remain open to any feedback or questions that you have for us.

1. Terms of Engagement
   1. Terms. Together with our Privacy Policy and our Terms of Use, the terms set out herein (collectively, the “Terms“) govern your engagement with us, which will commence upon: (a) the successful booking of a consultation session by you with us; and (b) the receipt of payment for the FD Consult Services (as defined below), and terminate in accordance with the Terms set out herein.
   2. Others. The Privacy Policy and Terms of Use are available on our website: www.foundersdoc.com.
2. Scope of Engagement

   1. Provision of Services. We have been engaged by you to provide consultation services for the length of time elected by you using our FD portal, otherwise known as “FD Consult” (the “FD Consult Services“)[1] in accordance with these Terms. Should any event occur that prevents us from providing our FD Consult Services to you, we will contact you as soon as possible to explain why we cannot deliver the same and provide an alternative arrangement.

   2. Scope of Services. Please note that the FD Consult Services shall comprise only of a virtual verbal consultation session between yourself and ourselves during the time allocated for the consultation call (such time, being the “FD Consult Time“). For the avoidance of doubt, the following are not included in the FD Consult Services, and if provided, are at the sole discretion of us:

      • responses to follow-up queries, whether by email or other written means;
      • requests for follow-up calls outside of the FD Consult Services;
      • written mark-ups to documents or changes and/or edits to documents;
      • email advice or other written advice;
      • corresponding with third parties or external counsel; and
      • attending to pre-call or post-call queries, outside of the FD Consult Time.
   3. Pre-Call Information.
      
      • You agree that you shall endeavour to send any documents and specific queries at least twelve (12) hours prior to the FD Consult.
      • In the event that you wish to reschedule the FD Consult call, you acknowledge that this must be done at least one (1) Business Day in advance, failing which the booking will be deemed to be cancelled and shall be non-refundable. For the purposes of the foregoing, “Business Day” refers to a day (except Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore.
   4. No Exclusivity. Please note that our engagement with you is not an exclusive arrangement and we are entitled to act for customers who are in a similar industry or business as yourselves.
3. Customer Undertakings
   1. Conduct. You acknowledge and agree that you shall treat all FD personnel with respect, courtesy and politeness. Abusive language, rude marks and/or threatening behaviour will not be tolerated. We are entitled to cease all engagement with you with immediate effect in the event that you breach the foregoing provision, and you shall not be entitled to any refunds in this respect.
   2. Undertakings. You undertake that:
      
      • you shall provide Founders Doc and our representatives with accurate and all the necessary information required in order to provide the relevant FD Consult Services, including but not limited, to any pertinent legal queries, or documents within a reasonable time that will avoid delay in the provision of such FD Consult Services;
      • all information submitted to us by you or your authorised representative is true, complete and accurate. If you provide us with information relating to a third party (e.g., your immediate family members), you represent and warrant that such third party have read and understood these Terms and you have obtained the consent of such third party and/or are authorised to engage with us; and
      • the information provided by you to us does not infringe any protected right or applicable laws, rules and/or regulations.
   3. Disclaimer. If our ability to perform the FD Consult Services is prevented or delayed by any failure by you to fulfil any of such obligations:
      
      • we will be entitled to suspend and/or terminate the performance of the FD Consult Services until you remedy such default; and
      • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the FD Consult Services.
4. Confidentiality
   1. Confidentiality. The proprietary information that each party discloses to or learns from the other party in connection with your engagement with Founders Doc is strictly confidential. Both parties agree to maintain the confidentiality of such information and to establish and maintain safeguards to ensure the confidentiality of such information.
   2. Exceptions. Each party acknowledges and agrees that the confidentiality obligations under Clause 4 (Confidentiality) shall continue during the term as well as after the termination of the engagement, unless the following exceptions apply:
      
      • the disclosure of confidential information is required by law (including the rules of any recognised stock exchange) or pursuant to a court order or an order of a government agency or statutory agency of competent jurisdiction as determined by Founders Doc and/or its officers; and/or
      • the disclosure of confidential information is required on a commercial need-to-know basis as determined by Founders Doc and/or its officers,

        and in both instances, the disclosing party shall disclose only the portion of the confidential information to the extent strictly required.

5. Payment
   1. Fee Structure. The fees payable for each engagement shall be in accordance with the consultation package selected by you.
   2. Payment Terms. The fees payable will be charged to your card in accordance with the payment information provided to us at the time of your booking, or such other payment method determined by us from time to time. You understand that the fees paid in connection with the FD Consult are non-refundable.
   3. Payment Decline Notice. If the payment is declined for any reason, Founders Doc will notify you of the declined payment by email or any other mode of communication to resubmit the booking, failing which your booking shall be cancelled.
   4. Additional Charges. Where applicable, you understand that additional charges may apply for reviews of documents and/or additional consultation services.
6. Liability
   1. Acknowledgement. You understand the commercial risks associated with your business and Founders Doc shall not be liable to you for any liability, losses and/or damages that may arise from this engagement. In particular, you understand and acknowledge the high risks associated with venture capital and early-stage companies.
   2. Disclaimer. Founders Doc, together with our subsidiaries, officers, directors, employees, contractors, agents, partners, affiliated companies and affiliated parties (the “FD Group“), do not make any representations, promises or warranties, express or implied, about the FD Consult Services. We provide the FD Consult Services “as is”, “with all faults”, and “as available”.
   3. Limitation of Liability. To the fullest extent permitted by the applicable laws, the FD Group shall not be liable to you or any third party in respect of any direct or indirect loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of the FD Consult Services, including but not limited to any special, consequential, incidental, exemplary, punitive or indirect or similar losses or damages of any nature, including but not limited to litigation costs, costs or damages due to loss of profits, business opportunities, revenue, goodwill, production or use, business interruption, procurement of substitute goods or service, or the loss or cost of recreating any data, arising out of or in connection with these Terms, regardless of the cause of action or the theory of liability.
   4. No Reliance. You confirm that you are acting on your own account and will make independent decisions as to whether or not you intend to enter into any transaction, and whether any transaction is appropriate or proper for yourself based on your own judgement. Any advice provided as part of the FD Consult Services is done so on a non-reliance basis, and no other individual shall be entitled to rely on the advice provided as part of the FD Consult Services. You acknowledge that the FD Consult Time will not be sufficient for us to have a full understanding of the situation and that you will engage us beyond the scope of these services, should you require further assistance. We disclaim all and any liability that may arise in connection with the FD Consult Services.
   5. Scope of Liability. References to liability in these Terms include every kind of liability arising under or in connection with the engagement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   6. Surviving Obligations. This Clause 6 (Liability) shall survive the suspension or termination of the engagement.
7. Suspension and Termination of the Engagement
   1. Immediate Termination. Without limiting any of our other rights, we may suspend the performance of the FD Consult Services or terminate our engagement with you with immediate effect by giving written notice to you if you commit a material breach of any of the Terms and (if such a breach is remediable) fail to remedy that breach within five (5) days of you being notified in writing to do so.
   2. Termination Notice. You may also suspend or terminate the engagement by providing us with at least seven (7) days’ written notice of such an intention. If this occurs, Founders Doc shall be entitled to retain in full any payments made in accordance with Clause 5 (Payment).
8. Notice
   1. Notice. Any notice or other communication between us shall be given by electronic email to:
      
      • in your case, administrator@foundersdoc.com or such other mode of communication specified by us and notified to you from time to time; or
      • in our case, any electronic email address or number provided to us for the purposes of this engagement.
   2. Email Transmission. Any notice or other communication transmitted by email transmission shall be deemed to have been served at the date of transmission if sent by electronic mail unless the sender has received notification that such electronic mail has not been successfully delivered.
9. Personal Data Protection
   1. Data Protection. We may collect personal data in various ways, such as when you provide us with personal data in engaging our FD Consult Services. We are committed to ensuring compliance with the Personal Data Protection Act of Singapore in the collection, use and disclosure of your personal data. If you provide us with a third party’s personal data, please ensure that such third party is aware of the data protection terms of this engagement and consents to them.
   2. Data Usage Purposes. Generally speaking, we use personal data and information provided to us for the following purposes:
      
      • providing you with the FD Consult Services that you have requested;
      • billing;
      • resolving disputes relating to our FD Consult Services;
      • complying with legal and regulatory requirements;
      • enforcing obligations owed to us;
      • accounting, risk management, compliance and record-keeping purposes;
      • carrying out research, planning and statistical analysis;
      • providing you with updates and marketing our FD Consult Services to you; and
      • staff training.
   3. Privacy Policy. More information on our Privacy Policy can be found on our website: foundersdoc.com.
10. Rights of Third Parties
    1. Assignment and Transfer. We may assign or transfer our rights and/or obligations under the engagement to another entity, but you may only assign or transfer your rights and/or your obligations under the engagement to another person with our prior written approval.
    2. Third Party Rights. Save as expressly provided for in these Terms, any person who is not a party to this engagement, whether or not any benefit is conferred or purported to be conferred directly or indirectly, has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any terms or conditions set out herein.
11. Publicity and Advertising 
    1. Publicity. You agree and acknowledge that Founders Doc may, from time to time, mention that we have provided FD Consult Services to you in our publicity materials (whether online or offline, written or otherwise) and use your logo, trademarks or word marks in connection with such publication provided that no confidential information that you provide to us is disclosed.
12. Governing Law and Dispute Resolution
    1. Governing Law. The Terms shall be governed by and construed in accordance with the laws of Singapore.
    2. Dispute Resolution. In the event of a dispute, both parties agree to try and resolve such dispute amicably. If such dispute cannot be resolved within sixty (60) days of good faith discussions, we agree to submit to the exclusive jurisdiction of the courts of Singapore.
    3. Further Assistance. If we can be of assistance to you in any other way, feel free to contact us and we will do our best to assist you. In the meantime, we look forward to helping you embark on your start-up journey and we hope that this is the beginning of our long-term engagement!
    4. Queries. Should you have any questions, please do not hesitate to contact Founders Doc at administrator@foundersdoc.com.

[1]           Note: Whilst we ensure that any legal advice is at all times provided by individual lawyers with valid practising certificates (or the equivalent in their jurisdiction) engaged by or working with us, we wish to highlight that we are not a law firm. If you wish to engage a law firm, please let us know and we will be happy to put you in touch with our start-up friendly law firms. Generally speaking, the engagement will be more suitable for a law firm if it involves contentious matters, such as co-founder disputes, minority oppression, contentious M&A transactions and/or winding up matters.