Last updated: 14 November 2025

1. INTERPRETATION

1.1. Definitions. In the Agreement, the following terms have the stated meaning.

Agreement means this Agreement, comprising the Order Details and these Terms and Conditions.

Client means the person or entity listed in the Order Details.

Confidential Information means the terms and conditions of the Agreement and any sensitive, confidential, and proprietary information of a party, which (a) a reasonable person under the circumstances would deem to be confidential in nature, including information related to either party’s business, operations, clients, or contracts, and (b) if improperly used or disclosed by the receiving party, could cause serious irreparable harm to the disclosing party or the third party to whom such information belongs. This information includes without limitation information about a party’s products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, software, market opportunities, and business affairs.

Curve means Curve Consulting Pte. Ltd., including, where the context permits, its affiliates, subsidiaries, parent company, and each of their respective directors, officers, employees, shareholders, agents, representatives, consultants, advisors, subcontractors, and any other individuals or entities acting on its behalf or under its direction.

Order Details means the document accepted by the Client, whether by signature or by remitting payment of the Fees given therein to Curve, setting out specific terms of the Product. The Order Details, once accepted, form part of this Agreement and govern the scope and performance of the Product. For clarity, the term 'Order Details' also includes an invoice which contains the Client and the specific terms of the Product.

Fees means the fees specified in the Order Details.‍

Force Majeure means an event beyond the reasonable control of a party that could not have been avoided through reasonable care or preventive measures.

Intellectual Property Rights means all rights including copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning.

Product means Contract, Workflow, or both, as specified in the Order Details and described in clause 3.

1.2. Interpretation. In the Agreement:

1.2.1. Clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;

1.1.2. Words in the singular include the plural and vice versa; and

1.1.3. A reference to:

1.1.3.1. A party to the Agreement includes that party’s permitted assigns; and

‍1.1.3.2. Including and similar words do not imply any limit.

‍2. SCOPE OF SERVICES

2.1. Nature of Services. The Client acknowledges and agrees that:

‍2.1.1. Curve provides in-house legal counsel services in accordance with Section 34(1)(ec) of the Singapore Legal Profession Act and permissible legal activities under Section 12(3) of the UK Legal Services Act 2007;

‍2.1.2. In providing these services, Curve and its consultants:

2.1.2.1. act solely in the capacity of in-house legal counsel for the Client;

‍2.1.2.2. do not conduct any reserved legal activities as defined in Schedule 2 of the UK Legal Services Act of 2007;

‍2.1.2.3. do not appear or plead in any court of justice in Singapore;

‍2.1.2.4. do not appear in any hearing before quasi-judicial or regulatory bodies in Singapore; and

‍2.1.2.5. do not attest documents that require attestation by an advocate and solicitor;

‍2.1.3. The Product complements but does not replace the need for external legal counsel in matters requiring reserved legal activities or activities restricted to advocates and solicitors; and

‍2.1.4. No attorney-client privilege exists between Curve or its consultants and the Client.

‍2.2. Service Standards. Curve warrants that all consultants engaged in providing the Product possess relevant legal qualifications and experience appropriate to their role. However, the Client acknowledges that the Product is provided on an "as-is" basis, and Curve makes no additional warranties regarding the Product's suitability for any specific purpose.

‍2.3. Third-Party Claims. Subject to clause 10.1, the Client agrees to waive any claims against Curve's consultants arising from the Product, provided such consultants acted within the scope of services permitted under applicable law.

‍2.4. Information Management.

‍2.4.1. The Client acknowledges that:

‍2.4.1.1. Curve provides permitted legal activities to various clients; and

‍2.4.1.2. Curve may encounter the Client's contracts or information through other clients or public sources.

‍2.4.2. Curve shall:

2.4.2.1. maintain appropriate information barriers between client matters;

‍2.4.2.2. not use the Client's Confidential Information in serving other clients; and

‍2.4.2.3. implement ethical walls where necessary to protect client confidentiality.

‍2.4.3. This Agreement does not restrict Curve from reviewing publicly available information about the Client's contracts or providing permitted services to other clients.

3. PRODUCT

‍3.1. Contract.

‍3.1.1. Product Overview. Curve shall provide a single contract drafting and review service called Contract. This service is a one-off engagement where Curve’s consultants review and provide feedback on a single contract.

‍3.1.2. Scope of Product. Contract includes the drafting or review of one or more specified contracts, as outlined in the Order Details, on an individual contract basis. Contract is not a subscription service and applies only to the specific contracts ordered by the Client.

‍3.2. Workflow.

‍3.2.1. Product Overview. Curve shall provide a contract drafting and review service called Workflow, under which its consultants review, provide feedback on, and negotiate contracts submitted by third parties, as well as draft contracts based on the Client’s standard template for the particular Contract Type specified in the Order Details.

‍3.2.2. Scope of Product. Workflow includes the drafting and review of up to the number of contracts specified in the Quantity section of the Order Details, provided during the Subscription Period.

‍3.3. Consultant Qualifications. All consultants engaged by Curve in providing the Product are either qualified lawyers or paralegals. All possess relevant legal experience. Where paralegals are involved in the delivery of the Product, their work shall be supervised by a consultant who is a qualified lawyer.

‍3.4. Acknowledgment of Client Responsibilities. The Client acknowledges and agrees that the provision of the Product by Curve is predicated on the following assumptions and responsibilities:

‍3.4.1. The provision of the Product does not constitute legal advice from Curve and does not create a lawyer-client relationship between Curve and the Client or between the consultant and the Client.

‍3.4.2. The contracts provided by the Client to Curve for review are complete and accurate copies of the original agreements;

‍3.4.3. The Client has the requisite legal authority and right to request Curve’s review of the relevant contract and to provide Curve with the contract for this purpose;

‍3.4.4. The Client shall provide Curve with all relevant information, documentation, and instructions necessary for the review of the contract within a reasonable time period. The Client shall be responsible for any delay in the provision of such information;

‍3.4.5. Curve’s review shall be based solely on the information provided by the Client, and Curve assumes no responsibility for verifying the accuracy or completeness of such information; and

‍3.4.6. Curve shall not be liable for any consequences arising from the Client’s failure to disclose relevant information or any changes in circumstances that may affect Curve’s review of the contract.

‍3.5. Use of Legal Technology Providers. Where the Client’s subscription to the Product includes access to a legal technology provider’s platform listed in the Technology Provider section of the Order Details, Curve will work in close collaboration with the Technology Provider to deliver a seamless, integrated service. While Curve will coordinate efforts with the Technology Provider to support efficient service delivery, Curve assumes no liability for any actions, errors, omissions, or performance issues of the Technology Provider or its platform. The Client acknowledges that the Technology Provider remains an independent third party, and any use of or reliance on its platform by the Client is subject to the Technology Provider’s own terms and conditions. The Client accepts full responsibility for its interactions with the Technology Provider’s platform, including compliance with the provider’s terms of use, and any consequences arising from such interactions

‍4. OBLIGATIONS

4.1. General. In addition to the other obligations of the Agreement:

‍4.1.1. Curve shall provide the Product:

‍4.1.1.1. In accordance with the Agreement, including any requirement set out in the Order Details, and all applicable laws:

‍4.1.1.1.1. exercising reasonable care, skill, and diligence; and

‍4.1.1.1.2. using suitably skilled, experienced, and qualified consultants, and

‍4.1.2. The Client agrees to make decisions (including approvals) and provide Curve with all information reasonably required to provide the Product. Any delay in the provision of the Product due to a delay by the Client in making a decision or providing Curve within formation requested shall be the sole responsibility of the Client.

‍5. INTELLECTUAL PROPERTY

5.1. Retained Intellectual Property. The following Intellectual Property (including any modification, enhancement, or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Product:

5.1.1. Intellectual Property that existed prior to the date of the Agreement; and

‍5.1.2. Intellectual Property that was developed independently of the Agreement.

‍5.2. Know-how. To the extent not owned by Curve, the Client grants Curve a royalty-free, transferable, irrevocable, and perpetual licence to use for Curve’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Curve in the provision of the Product.

‍5.3. Ownership going forward.

‍5.3.1. Subject to clauses 5.1 and 5.2, all new Intellectual Property created or developed by Curve in providing the Product is owned by the Client on payment in full of all of the Fees relating to those Product.

‍5.3.2. If new Intellectual Property described in clause 5.3.1 incorporates Curve Intellectual Property, Curve grants the Client an irrevocable, perpetual, non-transferable, and fully paid licence to use that Intellectual Property or third-party material within the jurisdiction of incorporation of the Client for the Client’s internal business purposes.

‍6. FEES

‍6.1. Fees. In consideration of the rights granted herein, the Client shall pay Curve the Fees. Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs, or other amounts attributable to the Client’s execution of this Agreement or use of the Product (collectively, “Sales Taxes”). The Client shall be solely responsible for the payment of any Sales Taxes. If Curve is required to pay Sales Taxes on the Client’s behalf, the Client shall promptly reimburse Curve for all amounts paid. All amounts shall be paid to Curve within thirty (30) days of receipt of an undisputed invoice unless otherwise specified in the Order Details. An invoice shall be deemed undisputed if, within such thirty (30) day period, the Client fails to notify Curve in writing of any disputed amounts. Curve further reserves (among other rights and remedies) the right to suspend access to the Product. Amounts payable to Curve shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Curve. All prices and other payment terms are Curve’s Confidential Information and the Client agrees not to disclose such information to any third party throughout the Term and for three (3) years thereafter. Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancellable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term. If Curve is required to seek legal remedies to enforce collection of any amounts due under this Agreement, the Client agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney’s fees.

‍6.2. Overdue amounts. If the Client fails to make any payment due under this Agreement by the due date for payment, Curve shall be entitled to charge interest on the overdue amount at a rate of two percent (2%) per annum above the Secured Overnight Financing Rate (SOFR) overnight rate, as published by the Federal Reserve Bank of New York on the date the payment became overdue. Such interest shall accrue on a daily basis from the due date until the date of actual payment (both inclusive), whether before or after judgment. The Client shall pay the interest together with the overdue amount.

‍7. CONFIDENTIALITY

7.1. Confidentiality Obligations. Each party agrees to maintain all Confidential Information as confidential, to use commercially reasonable efforts to protect such Confidential Information, and not to, directly or indirectly, disclose or reveal it to any third party, or use it for any purpose, except as contemplated in this Agreement or as required by a court or governmental authority that has jurisdiction, after first notifying the disclosing party of the disclosure requirement, where such notification is legally permissible. The following information will not be considered Confidential Information: (a) information that is available to the public at the time of disclosure or later becomes generally available to the public through no fault of the receiving party; (b)information that is known by the receiving party prior to the disclosure; and(c) information that becomes known to the receiving party through a third party. Curve will take reasonable steps to ensure that any Technology Provider working with Curve in the provision of the Product maintains confidentiality standards consistent with this clause 7. However, Curve is not liable for the Technology Provider’s handling of any Confidential Information accessed or shared directly by the Client with the Technology Provider.

‍7.2. Disclosure Required. The obligations of confidentiality in clause 7.1 do not apply to any disclosure:

‍7.2.1. For the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

7.2.2. Required by law (including under the rules of any stock exchange);

7.2.3. Of Confidential Information which:

‍7.2.3.1. Is publicly available through no fault of the recipient of the Confidential Information or its personnel; or

‍7.2.3.2. Was received from a third party without restriction and without breach of any obligation of confidentiality; or

‍7.2.4. By Curve if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Curve enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.

‍7.3. Return of information. Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following the expiry or termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control. Where Confidential Information is held electronically, the party holding such Confidential Information shall make reasonable efforts to delete such Confidential Information. Notwithstanding the foregoing, Curve may retain Confidential Information where such retention is due to internal routine data retention policies or data backup.

8. TERM AND TERMINATION

8.1. Term. This Agreement will commence upon the Subscription Start Date and continue for so long as a Subscription between Curve and the Client is in effect. Except as may otherwise be expressly specified in the Order Details, Subscriptions will automatically renew for additional successive periods of equal duration to the initial subscription period stated in the Order Details unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the subscription period.

‍8.2. Termination rights. Either party may terminate an Subscription, effective immediately upon written notice to the other party, if such party:(a) breaches any provision of the Agreement and does not cure such breach within thirty (30) days of written notice to such party; (b) breaches a provision of the Agreement for which cure is impossible; or (c) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon the termination of this Agreement, all Subscriptions made subject to it will automatically terminate.

‍8.3. Consequences of expiry or termination.

8.3.1. Expiry or termination of the Agreement does not affect each party’s rights and obligations accrued before the expiry or termination date.

‍8.3.2. The Client must pay for Product provided before the expiry or termination date.

8.4. Obligations continuing. Clauses which, by their nature, are intended to survive expiry or termination, including clauses 7, 10, and 8, continue in force.

‍9. WARRANTY

‍9.1. Mutual Warranties. Each party represents and warrants to the other that it is duly authorised to execute this Agreement and perform the obligations set forth herein.

‍9.2. Disclaimer. THE SERVICE AND ANY CURVE TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “OFFERINGS”)ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FORA PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CURVE, ITS SUPPLIERS AND ITS LICENSORS.

‍10. LIABILITY

10.1. Maximum liability. The maximum aggregate liability of Curve under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the Fees paid and/or payable by the Client under the Agreement for Product properly provided in accordance with the Agreement.

‍10.2. Unrecoverable loss. Except for the Client’s liability to pay the Fees, neither party is liable to the other under or in connection with the Agreement for any loss of profit, data, savings, business, revenue, and/or goodwill, or any indirect, consequential, incidental, or special loss or damage of any kind. Curve shall not be liable for any loss, damage, or service disruption arising from the Client’s use of or reliance on any Technology Provider’s platform, even when such platform forms part of the Product provided by Curve.

‍10.3. Unlimited liability.

‍10.3.1. Clauses 10.1 and 10.2 do not apply to limit Curve’s liability for:

‍10.3.1.1. Personal injury or death;

‍10.3.1.2. Fraud or wilful misconduct; or

‍10.3.1.3. Breach of clause 7.

‍10.3.2. Clause 10.2 does not apply to limit the Client’s liability for those matters stated in clauses 10.3.1.1 to 10.3.1.3.

‍10.4. Mitigation. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

‍11. GENERAL PROVISIONS

‍11.1. Performance by Affiliates. Curve may perform any or all of its obligations under this Agreement through any of its holding company, subsidiaries, or subsidiary undertakings (as defined in sections 1159 and 1162 of the Companies Act 2006),or those of its holding company, provided that Curve shall remain fully responsible for the performance of its obligations under this Agreement.

‍11.2. Integration of Third-Party Technology Providers. Curve may, in its sole discretion, integrate third-party Technology Providers into the Product. These Technology Providers operate independently from Curve, and their platform access for the Client is provided as part of the Product for convenience. Curve makes no representations or warranties regarding the performance or security of the Technology Provider’s platform.

‍11.3. Force Majeure. Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:

‍11.3.1. Immediately notifies the other party and provides full information about the Force Majeure;

11.3.2. Uses best endeavours to overcome the Force Majeure; and

‍11.3.3. Continues to perform its obligations as far as practicable.

‍11.4. Waiver. Waiver of any right under the Agreement must be in writing and signed by the waiving party. The failure of Curve to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

‍11.5. Independent contractor. Curve is an independent contractor of the Client. No other relationship (e.g., joint venture, agency, trust, or partnership) exists under the Agreement.

‍11.6. Notices. A notice given by a party under the Agreement must be delivered via email to an email address notified by the other party for this purpose. If the notice is given under clause 8, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.

‍11.7. Severability. Any illegality, unenforceability, or invalidity of a provision of the Agreement does not affect the legality, enforceability, or validity of the remaining provisions of the Agreement.

‍11.8. Variation. Any variation to the Agreement must be in writing and signed by both parties.

‍11.9. Relationship. No joint venture, partnership, employment, agency, or exclusive relationship exists between the parties as a result of this Agreement or use of the Product.

‍11.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and extinguishes all prior discussions, correspondence, negotiations, agreements, drafts, warranties, representations, and understandings(whether written or oral) between them, relating to its subject matter. Each party acknowledges that in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty(whether made innocently or negligently) that is not expressly set out in this Agreement.

11.11. Assignment. Neither party shall assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, a party may assign this Agreement to any third party who replaces the original party as owner of substantially all of its capital stock or assets (whether by sale, merger, corporate reorganisation, or otherwise), without the consent of the other party. The Agreement shall be binding upon and be for the benefit of the parties to the Agreement and their respective successors and permitted assigns, if any.

‍11.12. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

11.13. Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.