Terms & Conditions

1. Definitions

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

"Agreement"

means these Terms and Conditions together with any engagement letter or service scope document issued by Keris Legal to the Client.

"Client" / "You"

means the individual, company, or other legal entity that engages Keris Legal for services.

"Keris Legal" / "We" / "Us" / "Our"

means Keris Legal, a legal advisory firm registered and operating in Singapore with its principal office at 182 Cecil Street, #17-01, Frasers Tower, Singapore 069547.

"Services"

means the franchise law, licensing law, and related advisory services provided by Keris Legal as described on our website and in any engagement letter.

"Work Product"

means any documents, drafts, memoranda, reports, or other materials created by Keris Legal in the course of delivering Services to the Client.

"Confidential Information"

means any non-public information disclosed by either party in connection with the engagement, including business plans, financial data, client lists, and transaction details.

"Fees"

means the amounts payable by the Client for Services as set out in the service schedule or engagement letter, denominated in Singapore Dollars (SGD) unless otherwise stated.

2. Acceptance of Terms

By submitting an enquiry, signing an engagement letter, or making payment for any Service, you confirm that:

• You have read and understood these Terms and Conditions in their entirety.
• You are at least 18 years of age or are an authorised representative of a legal entity with capacity to enter a binding agreement.
• You have the authority to bind yourself or your organisation to these Terms.
• You accept these Terms as a condition of engaging our Services.

If you do not accept these Terms, you should not proceed with any service engagement.

3. Service Description

Keris Legal provides specialist legal advisory services in the areas of franchise law and intellectual property licensing, including:

• Franchise Agreement Drafting & Review for franchisors and franchisees operating in Singapore and the ASEAN region.
• Franchise Disclosure Document Preparation to assist franchisors in meeting pre-contractual transparency standards across applicable jurisdictions.
• Licensing Agreement & IP Licence Structuring for trademark, technology, content, and software licensing arrangements.

Service availability may be subject to jurisdictional limitations, conflict checks, and capacity at the time of enquiry. We reserve the right to decline any engagement at our reasonable discretion.

Services are delivered in English. Translations or multilingual documentation may be available upon separate arrangement and at additional cost.

4. Client Engagement

Each service engagement is formalised through an engagement letter issued by Keris Legal setting out the scope of work, applicable fees, timeline, and any special conditions.

An engagement commences upon receipt of a signed engagement letter or payment of the agreed deposit, whichever occurs first.

Keris Legal undertakes conflict-of-interest checks prior to commencing any engagement. If a conflict is identified, we will notify you promptly and may be unable to proceed.

Any changes to the agreed scope of work must be agreed in writing by both parties and may result in revised fees and timelines.

5. Client Responsibilities

To allow us to deliver Services effectively, Clients are expected to:

• Provide accurate, complete, and timely information relevant to the engagement.
• Disclose any existing agreements, prior disputes, or legal proceedings that may affect the scope of work.
• Respond to queries from Keris Legal within a reasonable time to avoid delays.
• Ensure that any documents provided to us do not infringe third-party rights and are lawfully in your possession.
• Comply with all applicable laws and regulations in connection with the subject matter of the engagement.

Keris Legal shall not be liable for delays or errors arising from incomplete, inaccurate, or late instructions provided by the Client.

6. Intellectual Property

All methodologies, precedent documents, templates, and know-how used by Keris Legal in delivering Services remain the intellectual property of Keris Legal.

Upon full payment of all applicable Fees, the Client is granted a non-transferable, non-sublicensable licence to use the Work Product for the purposes specified in the engagement letter.

The Client may not reproduce, distribute, or use Work Product for purposes beyond the engagement scope without prior written consent from Keris Legal.

Website content, including all text, graphics, and structural elements, is the property of Keris Legal and may not be reproduced without permission.

7. Fees and Payment

Fees are quoted in Singapore Dollars (SGD) and are inclusive of applicable Goods and Services Tax (GST) unless stated otherwise.

Payment terms are as set out in the engagement letter. Standard practice requires a deposit prior to commencement, with the balance due upon delivery of the Work Product or at such stages as agreed in writing.

Accepted payment methods include bank transfer to Keris Legal's designated account. Details are provided in the engagement letter and tax invoice.

Work Product will be released to the Client upon receipt of cleared payment in full. Keris Legal reserves a lien over documents until outstanding Fees are settled.

Cancellation and Refunds

• If the Client cancels an engagement before substantive work has commenced, the deposit may be refunded in full at Keris Legal's discretion, less any administrative costs incurred.
• If work has already commenced, Fees for work completed to the date of cancellation are payable in full. Any remaining deposit balance after deducting such Fees will be refunded.
• Keris Legal does not offer refunds for completed Work Product delivered in accordance with the agreed scope.
• Disputes regarding invoices should be raised in writing within 14 days of the invoice date.

8. Confidentiality

Both parties agree to keep Confidential Information disclosed during the engagement strictly confidential and not to disclose it to any third party without prior written consent, except:

• Where disclosure is required by law, regulation, or court order.
• To professional advisers bound by equivalent confidentiality obligations.
• Where the information enters the public domain through no fault of the receiving party.

Confidentiality obligations survive termination of the engagement for a period of five (5) years.

9. Disclaimers

Services are provided on the basis of information supplied by the Client and the law as at the date of advice. Keris Legal does not accept responsibility for changes in law, regulation, or circumstances occurring after the date the advice or Work Product was delivered.

General information on this website does not constitute legal advice and should not be relied upon as such. Specific advice should be sought through a formal engagement.

Keris Legal does not provide tax, accounting, or financial advice. Clients are encouraged to seek specialist input on tax matters arising from franchise and licensing arrangements.

No aspect of our communications should be construed as a representation of a specific outcome in any matter.

10. Limitation of Liability

To the fullest extent permitted by applicable Singapore law, Keris Legal's total liability to the Client for any claim arising out of or in connection with Services shall not exceed the total Fees paid by the Client for the specific engagement to which the claim relates.

Keris Legal shall not be liable for:

• Indirect, consequential, special, or punitive losses or damages.
• Loss of profits, revenue, contracts, or anticipated savings.
• Loss arising from reliance on information provided to us by the Client that later proves to be inaccurate.
• Delays caused by matters outside our reasonable control, including acts of government, industrial disputes, or failures of third-party systems.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

11. Termination

Either party may terminate an engagement by providing written notice to the other. Termination by the Client does not affect the obligation to pay for work completed to the termination date.

Keris Legal may terminate an engagement with immediate effect if the Client:

• Fails to pay Fees when due and does not remedy the failure within 7 days of written notice.
• Provides materially false or misleading information.
• Instructs us to act in a manner contrary to professional obligations or applicable law.
• Acts in a way that makes continuation of the relationship impractical or inappropriate.

Upon termination, Keris Legal will provide the Client with copies of all completed Work Product upon settlement of outstanding Fees.

12. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Singapore.

In the event of a dispute, both parties agree to attempt to resolve the matter informally through direct discussion within 30 days of the dispute arising.

If informal resolution is not achieved, the parties agree to refer the dispute to mediation at the Singapore Mediation Centre before commencing litigation.

If mediation is unsuccessful, either party may submit the dispute to the non-exclusive jurisdiction of the courts of Singapore.

13. General Provisions

• Entire Agreement: These Terms, together with any engagement letter, constitute the entire agreement between the parties regarding the subject matter hereof.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to do so in the future.
• Assignment: The Client may not assign rights or obligations under this Agreement without prior written consent from Keris Legal.
• Notices: Notices may be sent by email to the addresses provided at the time of engagement. Email notices are deemed received on the next business day.
• Third-Party Rights: No third party has any right under the Contracts (Rights of Third Parties) Act (Cap. 53B, Singapore) to enforce these Terms.

14. Changes to Terms

Keris Legal may update these Terms from time to time to reflect changes in our services, legal requirements, or operational practices.

Updated Terms will be published on this page with a revised effective date. Material changes will be communicated by email where we hold your contact details.

Continued use of our services after the effective date of any revision constitutes acceptance of the updated Terms.

15. Contact Information

For questions regarding these Terms and Conditions, please contact our legal team: