Terms & Conditions

Engagement of Kembang Legal's services — whether through a signed engagement letter, payment of fees, or provision of materials in connection with a requested service — constitutes full and unconditional acceptance of these Terms and Conditions.

You must be at least 18 years of age and possess the legal capacity to enter into a binding agreement. Where you engage services on behalf of an entity, you represent that you are duly authorised to do so and to bind that entity.

If you do not accept these terms, please refrain from proceeding with any engagement and contact us to discuss any concerns.

Kembang Legal provides professional advisory services in the areas of franchise agreement drafting, licensing structure and negotiation, and regulatory compliance for franchise operations in Singapore and the ASEAN region.

The specific scope of each engagement is defined in the relevant Engagement Letter. Services are available to clients within Singapore and to clients operating in or from Singapore, subject to any applicable geographic restrictions communicated at the time of engagement.

Kembang Legal does not provide general legal representation, litigation services, or regulated legal practice under the Legal Profession Act (Cap. 161) of Singapore unless expressly stated in an Engagement Letter.

Advisory outputs reflect the professional judgment of Kembang Legal practitioners based on information provided by the Client and applicable laws and regulations current at the time of the engagement. Subsequent changes in law or regulation are not automatically covered unless a separate update engagement is agreed.

An engagement commences upon the Client's acceptance of an Engagement Letter issued by Kembang Legal. The Engagement Letter will specify the scope of services, deliverables, fees, payment schedule, and estimated timeline.

Kembang Legal will use reasonable efforts to meet any stated timelines. However, timelines may be affected by the promptness and completeness of information provided by the Client, the complexity of the matter, or circumstances outside Kembang Legal's control.

Material changes to the scope of an engagement must be agreed in writing before additional work is undertaken. Kembang Legal reserves the right to issue a revised Engagement Letter or supplementary fee estimate for scope changes.

An initial consultation may be offered at no charge to assess whether an engagement is appropriate. The provision of a consultation does not create an advisory relationship or impose any obligation on either party to proceed.

The quality and relevance of advisory outputs depend in significant part on the accuracy and completeness of information provided by the Client. The Client is responsible for:

• Providing accurate, complete, and up-to-date information about their business model, franchise structure, or licensing arrangements;
• Promptly notifying Kembang Legal of any changes in their circumstances that may affect the engagement;
• Reviewing and providing timely feedback on draft deliverables;
• Ensuring that any decisions taken in connection with the engagement are made with the benefit of the Client's own independent assessment;
• Complying with all applicable laws and regulations in connection with the use of advisory outputs.

The Client must not use Kembang Legal's services for any unlawful purpose, or in any way that conflicts with applicable competition, consumer protection, or franchise disclosure laws.

Kembang Legal retains all intellectual property rights in its methodologies, frameworks, templates, and general advisory materials. Upon full payment of applicable fees, the Client is granted a limited, non-transferable licence to use deliverables produced specifically for their engagement for their stated business purposes.

The Client may not reproduce, distribute, or commercialise Kembang Legal's deliverables or proprietary materials for any purpose other than their own internal business use without prior written consent.

The Client retains ownership of all Content provided to Kembang Legal in connection with an engagement. By providing Content, the Client grants Kembang Legal a non-exclusive licence to use it solely for the purposes of delivering the agreed service.

Kembang Legal does not claim ownership of any intellectual property belonging to third parties, including any franchisor brands, registered trademarks, or licensed technologies that form the subject matter of an engagement.

Fees for each engagement are set out in the applicable Engagement Letter and are denominated in Singapore Dollars (S$). The stated service fees represent the starting price for standard engagements; complex or multi-jurisdiction matters may be subject to revised fee estimates agreed before commencement.

Payment terms are specified in the Engagement Letter and typically require a deposit upon commencement, with the balance due upon delivery of the primary deliverable. Kembang Legal reserves the right to pause work on an engagement where payment obligations remain outstanding.

Fees are subject to applicable Singapore Goods and Services Tax (GST) where required by law. Kembang Legal will indicate GST applicability in the Engagement Letter.

Refunds are considered on a case-by-case basis. Where an engagement is terminated by the Client before completion of deliverables, fees for work completed up to the termination date are payable. Deposits are non-refundable once engagement work has commenced.

Kembang Legal's advisory services are provided on the basis of information available at the time of the engagement. Outputs represent professional advisory opinion and do not constitute legal advice in the sense of regulated legal practice under the Legal Profession Act (Singapore).

Kembang Legal does not warrant that its deliverables will produce any particular commercial outcome, that counterparties will accept the terms of any drafted agreement, or that regulatory authorities will accept any compliance approach recommended.

Advisory services are provided in good faith and with reasonable professional care, but outcomes depend on factors beyond Kembang Legal's control, including market conditions, counterparty behaviour, and regulatory developments.

To the fullest extent permitted by applicable Singapore law, Kembang Legal's aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for the specific service giving rise to the claim.

Kembang Legal shall not be liable for any indirect, consequential, incidental, or special damages, including loss of profits, loss of business, or reputational harm, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any other matter that cannot be excluded under Singapore law.

The Client agrees to indemnify and hold harmless Kembang Legal and its practitioners from any claims, losses, damages, costs, and expenses (including reasonable legal costs) arising from:

• The Client's breach of these Terms;
• Inaccurate or incomplete information provided to Kembang Legal;
• The Client's use of deliverables in a manner inconsistent with this Agreement; or
• Any third-party claims arising from the Client's business operations.

Either party may terminate an engagement by providing written notice. Kembang Legal may terminate an engagement immediately where the Client has provided materially inaccurate information, failed to meet payment obligations, or where continuation would place Kembang Legal in a position of professional conflict.

Upon termination, the Client is responsible for payment of fees corresponding to work completed up to the date of termination. Kembang Legal will provide any partially completed deliverables upon receipt of such payment.

Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination of any engagement.

These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of Singapore. The courts of Singapore shall have exclusive jurisdiction over any disputes arising under these Terms, subject to the following process.

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith discussion within 30 days of written notice of the dispute. Where informal resolution is unsuccessful, the parties may seek mediation through the Singapore Mediation Centre before commencing formal proceedings.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

Entire Agreement. These Terms, together with any applicable Engagement Letter, constitute the entire agreement between the parties in respect of the subject matter hereof, and supersede all prior representations, agreements, and understandings.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver. Kembang Legal's failure to enforce any provision of these Terms shall not constitute a waiver of its right to do so at a later time.

Assignment. The Client may not assign rights or obligations under an engagement without prior written consent from Kembang Legal. Kembang Legal may assign obligations to suitably qualified practitioners within its practice.

Notices. Formal notices under these Terms should be sent to the contact addresses specified in the applicable Engagement Letter or to [email protected].

Confidentiality. Both parties agree to treat as confidential all non-public information shared in connection with an engagement, and not to disclose such information to third parties without prior written consent, except where required by law.

Kembang Legal may update these Terms from time to time to reflect changes in its services, legal requirements, or business practices. The updated Terms will be published on this page with a revised "Last Updated" date.

For active engagements, Kembang Legal will notify Clients of material changes by email. Continued use of services after notification constitutes acceptance of the revised Terms.

Clients are encouraged to review these Terms periodically. If you have questions about any changes, please contact us before continuing with any engagement.

For questions about these Terms and Conditions, or to raise a concern about an engagement, please contact: