1. Definitions
In these Terms and Conditions:
- "Birchcrest", "we", "us", "our" refers to Birchcrest, an M&A operational integration advisory practice, registered and operating in Singapore.
- "Service" refers to the advisory services described on this website, including Pre-Integration Operational Mapping, Day-One Operational Readiness Workshops, and the Integration Lead Sounding-Board arrangement.
- "Website" refers to the pages and content accessible at birchcre.sbs.
- "User", "you", "your" refers to any individual or organisation accessing the Website or engaging our Services.
- "Agreement" refers to these Terms and Conditions together with any engagement letter, statement of work, or proposal accepted between the parties.
- "Deliverable" refers to any written output, report, notes, or summary produced by Birchcrest in connection with a Service.
2. Acceptance of Terms
By using this Website or submitting an enquiry, you confirm that you are at least 18 years old and have the legal capacity to enter into a binding agreement. If you are acting on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms.
Use of the Website constitutes acceptance of these Terms. If you do not agree, please do not use the Website or engage our Services.
3. Service Description
Birchcrest provides operational integration advisory services to organisations undertaking or planning mergers, acquisitions, or business combinations. Services are offered as described on the Website and are subject to availability and a formal engagement agreement.
Services are delivered remotely and in Singapore. Engagements outside Singapore may be accommodated on a case-by-case basis and may be subject to additional terms. We reserve the right to decline any engagement at our discretion without being required to provide a reason.
4. User Responsibilities
When using the Website or engaging our Services, you agree to:
- Provide accurate, current, and complete information in all communications and enquiries
- Not use the Website for any unlawful purpose or in any way that could damage, overburden, or impair it
- Not attempt to gain unauthorised access to any part of the Website or its underlying systems
- Not reproduce, distribute, or commercially exploit any content from the Website without our prior written consent
- Not submit false, misleading, or fraudulent enquiries
In the context of an active engagement, you agree to co-operate in good faith, provide timely access to information reasonably requested, and designate a point of contact within your organisation.
5. Intellectual Property
All content on this Website — including text, design, structure, and presentation — is the property of Birchcrest and is protected by applicable intellectual property laws. You may view and print content for personal, non-commercial reference only.
Deliverables produced under an engagement are provided for the exclusive use of the commissioning organisation. Unless otherwise agreed in writing, ownership of Deliverables passes to the client upon full payment of the relevant fees. Birchcrest retains the right to use anonymised, non-identifiable methodological approaches and frameworks developed during any engagement in future work.
6. Payment Terms
Fees for Services are as stated in the relevant proposal or engagement letter and are denominated in Singapore Dollars (SGD). Payment terms are as specified in the engagement letter. In the absence of specific terms:
- Invoices are payable within 14 days of issue
- Bank transfer is the standard payment method
- Late payment may result in suspension of the Service until outstanding amounts are settled
- Fees are exclusive of any applicable taxes, which remain the client's responsibility
Refund or cancellation terms are set out in the engagement letter. In general, fees for work already performed are not refundable. Where an engagement has not yet commenced, we will consider refund requests on a reasonable basis.
7. Confidentiality
We treat all client information shared with us in the course of an engagement as confidential. We will not disclose such information to third parties without your prior consent, except where required by law or as necessary to deliver the Service using vetted third-party providers under equivalent confidentiality obligations.
In return, we ask that clients treat information shared by Birchcrest — including methodologies, frameworks, and working documents — as confidential and not share them with third parties without our consent.
8. Disclaimers
The Website and its content are provided for general informational purposes and do not constitute professional advice of any kind. Advisory Deliverables are provided in the context of a formal engagement and should not be relied upon outside that context.
- We make no representation that the Website will be uninterrupted, error-free, or free of harmful components.
- We do not warrant that any Service will produce a specific outcome for any particular transaction or organisation.
- Operational integration involves inherent complexity. Our role is to support your in-house decision-making, not to make decisions on your behalf.
9. Limitation of Liability
To the fullest extent permitted by law, Birchcrest's liability for any claim arising from the use of the Website or from the delivery of a Service is limited to the total fees paid by you for the relevant engagement in the 12 months preceding the claim.
We will not be liable for any indirect, consequential, incidental, or special losses, including loss of profit, loss of data, or loss of business opportunity, whether arising in contract, tort, or otherwise, even if we have been advised of the possibility of such losses.
Nothing in these Terms limits liability that cannot be excluded under Singapore law, including liability for fraud or wilful misconduct.
10. Indemnification
You agree to indemnify and hold Birchcrest harmless from any claims, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Website, or any false or inaccurate information you provide to us.
11. Termination
Either party may terminate an engagement by giving written notice in accordance with the terms of the relevant engagement letter. Where no specific notice period is agreed, 14 days' written notice is required.
We reserve the right to immediately suspend or terminate access to the Website or an engagement if a user is found to be in material breach of these Terms or acting in a manner prejudicial to Birchcrest or third parties.
Upon termination, provisions relating to intellectual property, confidentiality, limitation of liability, and dispute resolution survive.
12. Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute arising from or in connection with these Terms or the Services shall first be referred to good-faith negotiation between the parties.
If a dispute cannot be resolved through negotiation within 30 days of written notice, either party may refer the matter to the Singapore Mediation Centre or, if unresolved through mediation, to the courts of Singapore, which shall have exclusive jurisdiction.
13. General Provisions
- Entire agreement: These Terms, together with any engagement letter, constitute the entire agreement between the parties regarding the subject matter herein.
- Severability: If any provision is found 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 future.
- Assignment: You may not assign your rights or obligations without our prior written consent. We may assign ours as part of a business reorganisation.
- Notices: Formal notices under these Terms should be sent by email to [email protected] or by post to our registered address.
- Force majeure: Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control.
14. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Continued use of the Website after any update constitutes acceptance of the revised Terms. For active engagements, material changes to terms will be communicated directly.
15. Contact
For questions about these Terms or to raise a concern, please contact us:
- Email: [email protected]
- Post: Birchcrest, 18 Cross Street, #11-09, Cross Street Exchange, Singapore 048423
- Telephone: +65 9824 5176