Terms of Service

1. Who we are

The Services are provided by entities operating under the Greenleaf Assurance brand, including Greenleaf Assurance Global Pte. Ltd. (Singapore HQ) and affiliated regional entities as stated in the applicable statement of work (“SOW”) or invoice.

2. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on the Sites with a revised effective date. Your continued use of the Sites or Services after changes are posted constitutes acceptance of the updated Terms.

3. Engagement, SOW & scope

• Service scope, deliverables, timelines, assumptions, and fees are defined in a written proposal, quote, or SOW accepted by the Client (including acceptance by email). In case of conflict, the SOW prevails solely for that engagement.
• We may use qualified subcontractors or partner firms under our oversight; we remain responsible for the Services delivered under the SOW.
• Unless explicitly stated, our work is advisory/assessment in nature and does not constitute a legal opinion or a certification decision by an accreditation body.

4. Fees, invoicing & payment

• Fees and payment terms appear in the SOW or invoice. Prices may exclude taxes, bank charges, duties, and third-party costs unless stated otherwise.
• Invoices are due as stated; overdue amounts may accrue interest at the statutory maximum or one percent (1%) per month (whichever is lower) and may result in suspension of Services.
• Cancellations and refunds are governed by our Refund & Cancellation Policy.

5. Client responsibilities

• Provide accurate information, timely access to sites, systems, and personnel, and reasonable cooperation.
• Ensure on-site activities comply with applicable safety, IT, and physical security requirements.
• Obtain third-party permissions required for us to review documents, locations, or systems.
• Designate a single point of contact for coordination and approvals.

6. Confidentiality & data protection

• Each party must protect the other’s confidential information and use it only to perform under these Terms or an SOW. Confidentiality obligations do not apply to information that is public, independently developed, or lawfully obtained from a third party.
• Personal information is handled per our Privacy Policy. Where required, a data processing addendum (DPA) can be executed upon request.
• We may retain working papers and anonymized benchmarking insights for compliance and quality purposes.

7. Intellectual property & deliverables

• Pre-existing IP of each party remains that party’s property. We retain rights in our methods, templates, tools, software, and know-how used or developed while providing the Services.
• Subject to full payment, we grant you a non-exclusive, non-transferable, non-sublicensable license to use deliverables for your internal business purposes. You may not resell or publish them to third parties except as required by buyers, regulators, or certification bodies as part of normal compliance workflows.
• Acceptance is deemed upon the earlier of (a) your written acceptance, or (b) ten (10) days after delivery if no material, documented issues are raised.

8. Publicity

We may reference your organization’s name and logo in capabilities materials (e.g., website, proposals) unless you notify us in writing to restrict such use.

9. Third-party tools & links

We may use third-party tools or link to third-party sites. We do not control or endorse third-party content and are not responsible for it. Your use of third-party tools/sites is at your own risk and subject to their terms.

10. Compliance, anti-bribery & sanctions

• Each party will comply with applicable laws, including anti-bribery, export controls, and sanctions.
• The Client will not request Services that would cause a violation of law or require access to sanctioned parties, restricted jurisdictions, or prohibited technologies without appropriate licenses.
• We maintain independence and do not accept gifts or improper advantages. Any attempted undue influence must be reported to us immediately.

11. Warranties & disclaimers

• We warrant that Services will be provided in a professional and workmanlike manner using reasonable skill and care.
• Except as expressly set out in these Terms or the SOW, the Sites and Services are provided “as is” and “as available,” and we disclaim all other warranties, express or implied (including merchantability, fitness for a particular purpose, and non-infringement).
• Our reports, training, and guidance are informational and reflect the evidence available at the time. You are responsible for compliance decisions and implementation.

12. Limitation of liability

• To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data.
• Our total aggregate liability arising out of or related to the Sites or any Service will not exceed the fees actually paid by the Client to us for the specific Service giving rise to the claim in the twelve (12) months preceding the event.

13. Indemnities

• The Client will defend and indemnify Greenleaf from third-party claims arising from the Client’s misuse of the Sites or Services, violation of law, or infringement of third-party rights, except to the extent caused by our willful misconduct.
• Greenleaf will defend and indemnify the Client from third-party claims alleging that our deliverables, as supplied, infringe intellectual-property rights, provided the Client promptly notifies us and allows us control of the defense. We may modify or replace deliverables to avoid infringement or refund fees for the affected deliverable if neither is commercially reasonable.

14. Term, suspension & termination

• These Terms apply while you use the Sites or until all obligations under an SOW are completed.
• Either party may terminate an SOW for material breach not cured within thirty (30) days after written notice.
• We may suspend Services for non-payment, legal/compliance reasons, or risks to safety/security or data integrity.
• Sections intended to survive (e.g., confidentiality, IP, limitations, indemnities) will survive termination.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (including natural disasters, utility failures, epidemics, war, labor disputes, government actions, or vendor outages). Each party will use commercially reasonable efforts to mitigate and resume performance.

16. Governing law & disputes

These Terms and any dispute arising out of or relating to them are governed by the laws of Singapore, without regard to conflict-of-laws rules. The courts of Singapore shall have exclusive jurisdiction. Where an SOW expressly identifies a different contracting entity or venue (e.g., Cambodia), that SOW’s governing law and venue will apply for that engagement.

17. Miscellaneous

• Entire Agreement. These Terms and any SOW constitute the entire agreement.
• Assignment. Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• Severability & Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• Notices. Formal notices must be in writing and sent to the addresses specified below or in the applicable SOW. Notices by email are effective on transmission if no bounce/rejection is received.
• Electronic Communications. You consent to receive legally required communications electronically.

18. Contact

Questions about these Terms may be sent to info@greenleafassurance.com.

• Singapore HQ: Greenleaf Assurance Global Pte. Ltd., 68 Circular Road, #02-01, Singapore 049422
  📞 +65 9711 7826 · ✉️ hq@greenleafassurance.com
• Cambodia: 18/F Canadia Bank Tower, No.315 Monivong Blvd, Phnom Penh, Cambodia