Terms & Conditions
These Terms and Conditions ("Terms") govern your access to and use of the Sarong Partners website and the legal services we provide. By engaging our services or using this website, you confirm that you have read and understood these Terms.
1. Definitions
In these Terms, the following words carry specific meanings:
- "Agreement"
- These Terms and Conditions, together with any engagement letter or service proposal, forming the complete agreement between you and Sarong Partners.
- "Services"
- The legal services provided by Sarong Partners, including incorporation documentation, fundraising legal support, and ESOP design.
- "Client" / "You"
- The individual or entity that engages Sarong Partners for legal services or uses this website.
- "We" / "Us" / "Firm"
- Sarong Partners, operating from 71 Ayer Rajah Crescent, #06-14, Block 71, Singapore 139951.
- "Content"
- All text, documents, templates, advice, and other materials produced or made available by us in connection with the Services.
- "Website"
- The website operated by Sarong Partners at sarongpartnerss.blog.
2. Acceptance of Terms
By using this website or engaging our legal services, you confirm that:
- You are 18 years of age or older and have the legal capacity to enter into this Agreement.
- If acting on behalf of a company or organisation, you have the authority to bind that entity to these Terms.
- You have read, understood, and agree to be bound by these Terms and our Privacy Policy.
If you do not agree to these Terms, please do not use our website or engage our services.
3. Service Description
Sarong Partners provides startup and venture capital legal services to founders and early-stage companies operating in Singapore and the wider Southeast Asian ecosystem. Our principal service offerings include:
- Incorporation & Founder Agreements — company setup and foundational legal documentation.
- Seed & Series Fundraising Documentation — legal support for capital-raising transactions.
- Employee Stock Option Plan (ESOP) Design — equity incentive plan structuring and documentation.
The specific scope of services for each engagement will be defined in an engagement letter or proposal. Service availability is subject to applicable Singapore law and may not extend to all jurisdictions.
4. Engagement Process
An engagement is formed when:
- You submit an enquiry via our website or contact us directly.
- We provide and you accept a scope of work, engagement letter, or written proposal.
- Payment of any required deposit or fee is received and confirmed.
Until an engagement letter is mutually accepted, no solicitor-client relationship is formed by use of this website or by submitting an enquiry form.
5. Client Responsibilities
To enable us to provide effective services, you agree to:
- Provide accurate, complete, and timely information relevant to your matter.
- Inform us promptly of any changes in circumstances that may affect the advice or documentation being prepared.
- Use all work product and legal advice for lawful purposes only.
- Not share, distribute, or publish any documents or advice prepared for your matter without prior written consent, except as required by law or for the intended purpose of the engagement.
- Maintain the confidentiality of any advice, drafts, or communications shared as part of the engagement.
Prohibited Use
You must not use our website or services to facilitate any activity that is unlawful under Singapore law, including but not limited to money laundering, fraud, or breach of regulatory obligations. We reserve the right to decline or terminate any engagement where we have reasonable grounds to believe our services are being sought for an improper purpose.
6. Intellectual Property
All website content — including text, design, structure, and code — is owned by or licensed to Sarong Partners and is protected under applicable Singapore intellectual property laws.
In respect of work product prepared as part of a client engagement:
- Upon full payment, you are granted a non-exclusive licence to use the documents and materials produced for the stated purpose of the engagement.
- Underlying templates, precedents, and methodologies remain the intellectual property of Sarong Partners.
- You may not resell, sublicense, or commercially exploit materials produced under a client engagement.
7. Payment Terms
All fees are quoted and payable in Singapore Dollars (SGD). Fees for each service are as set out in the relevant engagement letter or service proposal.
Unless otherwise agreed, a deposit of 50% of the total engagement fee is required prior to commencement of work. The balance is due upon delivery of the final work product.
Payment is accepted via bank transfer to the account details provided in the invoice. Invoices are payable within 14 days of issue.
Late payments may attract an administrative charge of 1.5% per month on the outstanding balance, applied after 30 days from the invoice due date.
Refund Policy
Deposits are non-refundable once work has commenced. If an engagement is terminated before completion at the client's request, fees will be charged on a pro-rata basis for work completed to that point. If we are unable to proceed with an engagement for any reason on our part, any unutilised portion of the deposit will be refunded in full within 14 days.
8. Confidentiality
We treat all client information with appropriate professional confidentiality. Information shared in the course of an engagement will not be disclosed to third parties except:
- Where required by Singapore law, court order, or regulatory authority.
- To professional advisers engaged to assist with your matter, bound by equivalent confidentiality obligations.
- With your prior written consent.
This confidentiality obligation survives the termination of any engagement or these Terms.
9. Disclaimers
Legal advice provided by Sarong Partners is based on the information you supply and the facts and laws applicable at the time of the engagement. We do not warrant that outcomes will meet any specific expectation, as the result of any legal matter depends on many factors beyond our control.
Information published on this website is provided for general informational purposes only and does not constitute legal advice. You should not rely on website content as a substitute for advice specific to your circumstances.
We make reasonable efforts to keep website information current but do not warrant the accuracy or completeness of any content published here, particularly given the pace of regulatory change in the startup and technology sector.
10. Limitation of Liability
To the extent permitted by Singapore law, our total aggregate liability in connection with any single engagement shall not exceed the total fees paid by you for that engagement.
We shall not be liable for any indirect, consequential, incidental, or punitive damages arising from your engagement with us or your use of this website, including but not limited to loss of profit, loss of business opportunity, or reputational damage.
Nothing in these Terms excludes liability for fraud, gross negligence, or any liability that cannot be limited under Singapore law.
11. Termination
Either party may terminate an engagement by providing written notice. Upon termination:
- You will be invoiced for work completed to the date of termination on a pro-rata basis.
- We will transfer all relevant files and documents you are entitled to within a reasonable period.
- Confidentiality and intellectual property provisions will continue in force.
We may terminate an engagement immediately if you breach these Terms, fail to provide required information, or if we determine we have a conflict of interest or other professional obligation that prevents us from continuing.
12. Dispute Resolution
These Terms are governed by and construed in accordance with the laws of Singapore. In the event of a dispute:
- Informal resolution — you agree to notify us in writing and allow 30 days for us to attempt to resolve the matter informally before taking further action.
- Mediation — if not resolved informally, either party may refer the dispute to mediation administered by the Singapore Mediation Centre.
- Court proceedings — if mediation is unsuccessful, either party may pursue the matter in the courts of Singapore, which shall have non-exclusive jurisdiction over any disputes.
13. General Provisions
Entire Agreement. These Terms, together with any engagement letter, constitute the entire agreement between you and Sarong Partners in respect of the subject matter herein and supersede all prior representations and agreements.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Waiver. Failure to enforce any provision of these Terms at any time does not constitute a waiver of the right to enforce it in future.
Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our obligations to a successor practice with written notice to you.
Force Majeure. Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, or infrastructure failures.
14. Changes to These Terms
We may update these Terms from time to time to reflect changes in our services or applicable law. Material changes will be communicated by updating the "Last Updated" date at the top of this page. For active engagements, we will notify you directly of any changes that affect your matter. Continued use of our website after changes are published constitutes acceptance of the updated Terms.
15. Contact
Legal Enquiries
If you have any questions about these Terms, your engagement, or any legal matter, please contact us through the following channels.