ATBOSE TERMS AND CONDITIONS

Effective Date: January 14, 2026
Last Updated: January 14, 2026

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless the context requires otherwise:

"ATBOSE" means the project management consulting practice operating under the name ATBOSE, including its principals, employees, agents, subcontractors, and associated entities.

"Client" means the person, company, organization, or entity engaging ATBOSE for Services as specified in a Service Agreement.

"Services" means project management consulting, technical oversight, turnkey delivery, strategic procurement, independent verification, strategic advisory, and any other professional services provided by ATBOSE as specified in a Service Agreement.

"Service Agreement" means any written agreement, proposal, scope of work, engagement letter, or other document executed between ATBOSE and Client specifying the Services to be provided, including all schedules, appendices, and amendments.

"Deliverables" means any reports, analyses, recommendations, documentation, designs, specifications, or other tangible work product created by ATBOSE in performing Services.

"Third Party" means any person or entity other than ATBOSE and Client, including but not limited to contractors, subcontractors, suppliers, consultants, design professionals, equipment manufacturers, and government authorities.

"Project" means the infrastructure, construction, development, or other work for which Client has engaged ATBOSE to provide Services.

"Associate" means any independent contractor, subcontractor, partner firm, alliance member, or other entity with whom ATBOSE collaborates in delivering Services, whether such relationship is formalized through written agreement, joint venture, consortium arrangement, or other commercial structure.

"Consequential Loss" means any indirect, special, incidental, punitive, or consequential damages including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, business interruption, reputational damage, or any economic loss whatsoever.

"Professional Indemnity Insurance" means insurance coverage maintained by ATBOSE providing protection against claims arising from professional negligence in the provision of Services.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of ATBOSE including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, epidemic, quarantine restrictions, labor disputes, supply chain disruption, utility failures, or any other event that prevents or delays performance of obligations.

"Confidential Information" means any information disclosed by one party to the other, whether before or after execution of a Service Agreement, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure.

"Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, moral rights, trade secrets, know-how, methodologies, processes, databases, software, and any other proprietary rights whether registered or unregistered.

1.2 Interpretation

References to "including" or "includes" mean "including without limitation." Headings are for convenience only and do not affect interpretation. References to singular include plural and vice versa. References to any statute or regulation include amendments, replacements, or successor provisions. Where any term is defined in a Service Agreement and these Terms, the Service Agreement definition prevails. Time periods expressed in days mean calendar days unless specified as business days.


2. ENGAGEMENT AND SCOPE

2.1 Basis of Engagement

These Terms and Conditions govern all Services provided by ATBOSE unless expressly modified in writing by authorized representatives of both parties. Acceptance of any proposal, commencement of work, or payment for Services constitutes acceptance of these Terms. Client representations on behalf of any entity warrant authority to bind that entity to these Terms.

2.2 Service Agreement Required

ATBOSE provides Services only pursuant to written Service Agreements specifying scope, deliverables, fees, schedules, and performance standards. Oral agreements, email exchanges, or informal understandings do not constitute binding commitments unless confirmed in a signed Service Agreement. ATBOSE reserves the right to refuse or terminate Services without cause prior to execution of a Service Agreement.

2.3 Scope Limitations

ATBOSE provides only those Services expressly specified in the Service Agreement. Unless explicitly stated otherwise, Services do not include: (a) design professional services requiring architectural or engineering licensure except where such licensure is held and explicitly offered; (b) legal advice or interpretation of laws, regulations, or contracts; (c) financial advice, accounting services, or tax guidance; (d) insurance advice or coverage recommendations; (e) health and safety coordination or management except as specifically engaged; (f) environmental consulting or remediation services; (g) surveying, geotechnical investigation, or testing services; (h) building code compliance verification except as specifically engaged; (i) commissioning agent services except where explicitly contracted; (j) construction work, installation, or fabrication of any kind.

2.4 Standard of Care

ATBOSE will perform Services with the degree of care, skill, and diligence ordinarily exercised by qualified professionals providing similar services under similar circumstances in the relevant jurisdiction at the time services are provided. ATBOSE does not warrant or guarantee any particular result, outcome, cost savings, schedule adherence, or performance level unless explicitly stated in writing in a Service Agreement. Professional judgment involves subjective evaluation where reasonable professionals may reach different conclusions. Client acknowledges that ATBOSE's opinions, recommendations, and advice represent professional judgment based on information available at the time and are not guarantees of outcomes.

2.5 Reliance on Client Information

ATBOSE is entitled to rely upon the accuracy, completeness, and timeliness of information provided by Client, Third Parties, or obtained from site inspections, testing, or other investigations. ATBOSE has no duty to independently verify information provided by others unless such verification is explicitly included in the Service Agreement scope. Client warrants that all information provided to ATBOSE is accurate, complete, and current. ATBOSE is not liable for consequences arising from inaccurate, incomplete, untimely, or misleading information provided by Client or Third Parties.

2.6 Changes in Scope

Changes to Services scope, deliverables, schedules, or fees require written amendment signed by authorized representatives of both parties. ATBOSE may suspend performance pending execution of amendments addressing scope changes. If Client requests changes that ATBOSE reasonably believes will materially affect fees, schedules, or deliverables, ATBOSE will promptly notify Client and propose amendments. Client's authorization to proceed with changed scope before amendment execution constitutes acceptance of reasonable fee adjustments for the additional work.

2.7 Associations and Subcontracting

ATBOSE may engage Associates, subcontractors, or specialists to perform Services at ATBOSE's discretion. All such Third Parties perform work under ATBOSE's direction and control. Client's sole recourse for work performed by Associates or subcontractors is against ATBOSE, not against such Third Parties directly. ATBOSE warrants that Associates and subcontractors possess appropriate qualifications for their assigned work. When ATBOSE collaborates with Associates through joint ventures, consortia, alliances, or partnership arrangements, ATBOSE's liability is limited to ATBOSE's proportionate responsibility as specified in the association agreement or, if not specified, on a several basis not joint-and-several.

3. CLIENT RESPONSIBILITIES AND WARRANTIES

3.1 Information Provision

Client will promptly provide all information, documentation, data, access, cooperation, and approvals necessary for ATBOSE to perform Services. Client will respond to ATBOSE requests for information or decisions within timeframes specified or, if not specified, within five business days. Delays in Client provision of required information or decisions that affect ATBOSE performance entitle ATBOSE to schedule extensions and additional fees for extended engagement.

3.2 Site Access

For Services requiring site access, Client will arrange safe, timely, and unobstructed access to all relevant locations. Client warrants that sites are safe for access and that ATBOSE personnel will not be exposed to hazardous conditions unless specifically disclosed in advance. Client is responsible for site security, safety measures, personal protective equipment requirements, and compliance with occupational health and safety regulations. ATBOSE may decline site access if conditions appear unsafe or if Client has not fulfilled safety obligations.

3.3 Third Party Coordination

Client is responsible for coordinating ATBOSE's work with all other consultants, contractors, suppliers, designers, and Third Parties involved in the Project. Client will ensure Third Parties cooperate with ATBOSE and provide information necessary for Services performance. ATBOSE is not responsible for delays, defects, or failures caused by Third Party non-cooperation, non-performance, or negligence unless ATBOSE has been specifically engaged to manage such Third Parties.

3.4 Authority to Bind

Client warrants that the individual executing the Service Agreement has authority to bind Client to these Terms. For entities, Client warrants that all corporate, partnership, or organizational authorizations necessary to enter into the Service Agreement have been obtained. Client indemnifies ATBOSE against claims arising from lack of proper authorization.

3.5 Disclosure Obligations

Client will disclose to ATBOSE all material facts, circumstances, constraints, requirements, or issues that could reasonably affect Services performance or outcomes. This includes but is not limited to: (a) known or suspected site conditions affecting work; (b) contractual obligations or disputes with Third Parties; (c) regulatory issues, violations, or enforcement actions; (d) budget constraints or funding uncertainties; (e) schedule imperatives or time-critical milestones; (f) stakeholder conflicts or political sensitivities; (g) insurance coverage limitations or exclusions; (h) pending or threatened litigation related to the Project; (i) environmental contamination or hazardous materials; (j) any circumstances that could create conflicts of interest.

3.6 Decision-Making Authority

Client will designate a single authorized representative with decision-making authority for all matters relating to Services. ATBOSE is entitled to rely on communications from this designated representative. Changes in designated representative require written notice. Instructions or decisions from persons other than the designated representative are not binding on ATBOSE unless confirmed by the designated representative.

3.7 Implementation of Recommendations

Client acknowledges that ATBOSE provides advice, recommendations, and opinions but does not control Project execution, contractor performance, or Third Party actions. Client retains sole responsibility for deciding whether to implement ATBOSE recommendations and for how such recommendations are implemented. ATBOSE is not liable for consequences arising from Client's rejection of recommendations, partial implementation, or improper implementation.


4. FEES, EXPENSES, AND PAYMENT

4.1 Fee Basis

Fees for Services are as specified in the Service Agreement and may be structured as: (a) fixed lump sum; (b) time and materials based on hourly or daily rates; (c) percentage of construction value; (d) cost-plus with agreed markup; (e) retainer arrangements; or (f) other basis mutually agreed. Unless otherwise specified, fees are exclusive of taxes, duties, levies, or government charges, which Client will pay in addition to fees.

4.2 Time-Based Fees

For time and materials engagements, ATBOSE will invoice at rates specified in the Service Agreement for actual hours worked. Rates may be reviewed and adjusted annually on thirty days' written notice. Time is recorded in minimum increments of fifteen minutes. Travel time to and from sites is billable at applicable rates unless otherwise specified.

4.3 Reimbursable Expenses

Client will reimburse ATBOSE for reasonable expenses incurred in performing Services including but not limited to: (a) travel expenses (airfare, accommodation, ground transportation, meals); (b) long-distance telecommunications; (c) reproduction, printing, and document delivery; (d) courier and shipping charges; (e) fees for permits, applications, or regulatory filings; (f) specialized equipment rental; (g) laboratory testing or third-party technical services; (h) insurance coverage specifically required by Client beyond ATBOSE's standard coverage. Expenses may be invoiced at cost plus reasonable markup (not exceeding 15%) unless otherwise specified. ATBOSE is not required to incur out-of-pocket expenses exceeding [EXPENSE LIMIT AMOUNT - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT] without Client's prior written approval.

4.4 Invoicing and Payment Terms

Unless otherwise specified, ATBOSE invoices monthly for Services performed and expenses incurred during the preceding month. Invoices are due and payable within thirty (30) days of invoice date. Interest accrues on overdue amounts at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. Client waives any right of set-off against amounts due to ATBOSE. Disputes regarding specific invoice items do not excuse payment of undisputed amounts.

4.5 Suspension for Non-Payment

If Client fails to pay undisputed invoiced amounts within forty-five (45) days of invoice date, ATBOSE may suspend Services without liability until payment is received. Suspension does not waive ATBOSE's right to payment for work performed. If suspension exceeds thirty (30) days, ATBOSE may terminate the Service Agreement and pursue all available remedies. Client remains obligated to pay for all Services performed and expenses incurred through suspension date plus reasonable costs of remobilization if Services resume.

4.6 Retainers and Advance Payments

ATBOSE may require retainers or advance payments before commencing Services or at any time if Client's creditworthiness becomes questionable. Retainers are applied against final invoices or refunded if unused. ATBOSE may require replenishment of retainers as they are drawn down. Advance payments for specific costs (travel, equipment rental, third-party services) are non-refundable once ATBOSE has incurred commitments for such costs.

4.7 Fee Adjustments

Fees may be adjusted for circumstances including but not limited to: (a) changes in scope or schedule requested by Client; (b) suspension or delay of Services caused by Client or Third Parties; (c) inaccurate or incomplete information requiring rework; (d) acceleration of schedules requiring overtime or premium resources; (e) extended engagement duration due to Project delays; (f) changes in regulatory requirements affecting Services; (g) extraordinary circumstances requiring additional effort. ATBOSE will provide reasonable notice of fee adjustments with explanation of circumstances requiring adjustment.


5. LIABILITY LIMITATIONS AND DISCLAIMERS

5.1 Maximum Liability Cap

ATBOSE's total aggregate liability to Client for all claims, demands, losses, damages, costs, and expenses arising from or related to Services, whether based in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, will not exceed the lesser of: (a) the total fees actually paid by Client to ATBOSE for the specific Services giving rise to the claim (excluding reimbursable expenses); (b) the limits of ATBOSE's Professional Indemnity Insurance applicable to the claim; or (c) [MAXIMUM LIABILITY CAP AMOUNT - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT]. This cap applies regardless of the form or number of actions or claims and applies separately to each independent Service Agreement.

5.2 Exclusion of Consequential Loss

ATBOSE will not be liable under any circumstances for any Consequential Loss suffered by Client or any Third Party. This exclusion applies regardless of whether such losses were foreseeable, contemplated, or advised as possible. Client acknowledges that Consequential Loss exclusion is reasonable given the fees charged for Services and the availability of insurance to protect against such losses.

5.3 Claims Against Third Parties

ATBOSE is not liable for losses caused wholly or partly by acts, omissions, negligence, breach of contract, or default of any Third Party including but not limited to contractors, subcontractors, suppliers, other consultants, designers, manufacturers, or government authorities. Client's sole recourse for Third Party failures is against such Third Parties directly, not against ATBOSE. This limitation applies even where ATBOSE recommended, approved, or coordinated with such Third Parties unless ATBOSE's own negligence directly caused the loss.

5.4 Proportionate Liability

To the maximum extent permitted by law, where ATBOSE's liability is determined in connection with losses caused partly by others, ATBOSE's liability will be proportionate to ATBOSE's actual contribution to the loss, not joint-and-several with other contributors. Client will not pursue ATBOSE for amounts beyond ATBOSE's proportionate responsibility. If applicable law does not permit proportionate liability, the maximum liability cap in Clause 5.1 applies.

5.5 Time Limitation for Claims

No action or proceeding arising from Services may be commenced against ATBOSE more than two (2) years after the earlier of: (a) substantial completion of the Project for which Services were provided; (b) termination of Services; or (c) the date when Client knew or ought to have known of facts giving rise to the claim. This limitation period applies regardless of longer periods that might otherwise apply under statute or common law. Client acknowledges this shortened limitation period as a material term without which ATBOSE would not provide Services.

5.6 Single Action Requirement

Client may bring only one action or proceeding against ATBOSE combining all related claims arising from Services. Multiple actions for the same or related Services are prohibited. This requirement prevents claim multiplication and ensures the maximum liability cap in Clause 5.1 is effective. If Client brings multiple actions, they will be consolidated into a single proceeding with the aggregate liability cap applied to all combined claims.

5.7 No Warranties Beyond Standard of Care

ATBOSE provides no warranties, representations, guarantees, or conditions beyond the standard of care specified in Clause 2.4. All implied warranties, including warranties of merchantability, fitness for particular purpose, or satisfactory quality, are expressly excluded to the maximum extent permitted by law. ATBOSE does not warrant that Services will achieve Client's business objectives, result in cost savings, meet budget targets, achieve schedule goals, or satisfy performance criteria unless such outcomes are expressly guaranteed in writing in a Service Agreement.

5.8 No Liability for Estimates and Projections

Cost estimates, schedule projections, performance predictions, and similar forward-looking opinions provided by ATBOSE are professional judgments based on information available when provided and involve uncertainties beyond ATBOSE's control. ATBOSE is not liable if actual costs, schedules, or performance differ from estimates or projections unless such estimates were prepared negligently. Client acknowledges that estimates involve assumptions and are not guarantees.

5.9 Limitation on Remedies

Client's exclusive remedy for any claim against ATBOSE is payment of damages subject to the limitations in this Section 5. Client waives any right to seek specific performance, injunctive relief, rescission, restitution, or any equitable remedy against ATBOSE. Client may not terminate the Service Agreement for cause based on ATBOSE's alleged breach unless Client has provided written notice specifying the breach and ATBOSE has failed to cure within thirty (30) days.

5.10 Insurance Primacy

To the extent Client maintains insurance covering losses arising from Project execution, design defects, construction defects, or related matters, Client will pursue claims under such insurance before asserting claims against ATBOSE. Client's insurance will be primary, and any ATBOSE liability will be excess over Client's insurance limits. Client will name ATBOSE as additional insured on all relevant policies where possible.

5.11 Acknowledgment of Reasonableness

Client acknowledges that: (a) the liability limitations in this Section 5 are reasonable given the nature of Services and fees charged; (b) ATBOSE would not provide Services without these limitations; (c) Client has had opportunity to obtain legal advice regarding these limitations; (d) Client has considered obtaining insurance to cover risks beyond these limitations; and (e) these limitations represent a fair allocation of risk between the parties.


6. INDEMNIFICATION

6.1 Client Indemnification Obligation

Client will indemnify, defend, and hold harmless ATBOSE, its principals, employees, agents, Associates, and subcontractors from and against all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Client's breach of these Terms or any Service Agreement; (b) Client's failure to comply with laws, regulations, or permit conditions; (c) Client's failure to provide accurate, complete, or timely information; (d) Client's rejection or improper implementation of ATBOSE recommendations; (e) acts, omissions, or negligence of Client or Client's contractors, consultants, employees, or agents; (f) site conditions, hazardous materials, or unsafe working conditions not disclosed to ATBOSE; (g) disputes between Client and Third Parties; (h) claims by Third Parties for injury, death, or property damage caused by the Project; (i) intellectual property infringement claims based on Client-provided content or specifications.

6.2 Procedure for Indemnification

For any claim subject to indemnification: (a) ATBOSE will promptly notify Client in writing of the claim; (b) Client will assume defense of the claim with counsel reasonably acceptable to ATBOSE; (c) ATBOSE may participate in defense at its own expense; (d) Client will not settle any claim without ATBOSE's prior written consent (not to be unreasonably withheld); (e) if Client fails to assume defense within fifteen (15) days, ATBOSE may defend the claim and Client will reimburse all defense costs; (f) ATBOSE will reasonably cooperate in defense and provide information in its possession relevant to the claim.

6.3 Indemnification Survival

Indemnification obligations survive termination or completion of Services and continue for the full period during which claims may be brought against ATBOSE.



7. INTELLECTUAL PROPERTY

7.1 ATBOSE Intellectual Property

All Intellectual Property owned by or licensed to ATBOSE before engaging with Client, or developed independently of Services, remains ATBOSE property. This includes but is not limited to methodologies, processes, techniques, procedures, approaches, know-how, templates, standard documents, software tools, databases, and general professional knowledge. Client obtains no ownership or license rights in ATBOSE's pre-existing or independently developed Intellectual Property except as expressly granted in writing.

7.2 Deliverables License

Upon full payment of fees, ATBOSE grants Client a non-exclusive, non-transferable, revocable license to use Deliverables solely for the specific Project for which Services were provided. This license does not permit: (a) use for other projects or purposes; (b) modification or derivative works without ATBOSE consent; (c) sublicensing or assignment to Third Parties; (d) use after Project completion except for operations, maintenance, or repairs; (e) removal or alteration of ATBOSE attribution or copyright notices. ATBOSE retains ownership of all copyrights, patents, and other rights in Deliverables.

7.3 Reuse Rights

ATBOSE reserves the right to reuse concepts, ideas, techniques, know-how, and general principles embodied in Deliverables for other projects. Client acknowledges that Deliverables may incorporate methodologies, templates, or approaches used by ATBOSE on other projects, and that such reuse does not create ownership rights for Client. ATBOSE will not reuse Client-specific information, data, or materials that would disclose Client's Confidential Information.

7.4 Third-Party Intellectual Property

If Deliverables incorporate Third Party Intellectual Property (software, databases, patented systems, licensed content), Client must obtain appropriate licenses directly from such Third Parties. ATBOSE does not represent or warrant that Client's use of such Third Party Intellectual Property is authorized or non-infringing. Client indemnifies ATBOSE against claims arising from Client's use of Third Party Intellectual Property incorporated in Deliverables.

7.5 Client-Provided Materials

Client grants ATBOSE a license to use materials, information, data, designs, and content provided by Client solely for purposes of performing Services. Client warrants that Client owns or has rights to provide such materials and that ATBOSE's use will not infringe Third Party rights. Client indemnifies ATBOSE against infringement claims based on Client-provided materials.

7.6 Use Restrictions

Client will not reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas from any ATBOSE Intellectual Property, software tools, or methodologies. Client will not use ATBOSE Intellectual Property to compete with ATBOSE or to provide services to Third Parties. Client will implement reasonable measures to prevent unauthorized access to or use of ATBOSE Intellectual Property.

7.7 Publicity and Portfolio Rights

ATBOSE may identify Client as a client in marketing materials, proposals, and websites. ATBOSE may use non-confidential descriptions of Services and Projects in case studies, portfolio materials, and marketing communications. Client may request confidential treatment of its identity or Project details, in which case ATBOSE will use anonymized descriptions. ATBOSE may retain copies of Deliverables for professional reference, quality assurance, and defense of potential claims.


8. CONFIDENTIALITY

8.1 Mutual Confidentiality Obligation

Each party will maintain confidentiality of the other party's Confidential Information using the same degree of care used for its own confidential information but no less than reasonable care. Neither party will disclose Confidential Information to Third Parties without prior written consent except as permitted in this Section 8. Confidential Information may be disclosed only to employees, contractors, or advisors with legitimate need to know and who are bound by confidentiality obligations no less stringent than these Terms.

8.2 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that: (a) was publicly available before disclosure or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party before disclosure without confidentiality obligation; (c) is independently developed by the receiving party without reference to Confidential Information; (d) is rightfully received from a Third Party without breach of confidentiality obligation; (e) is disclosed with written consent of the disclosing party; (f) must be disclosed pursuant to court order, government regulation, or legal process, provided the required party gives reasonable advance notice to permit challenge or protective order.

8.3 ATBOSE Disclosure Rights

Notwithstanding confidentiality obligations, ATBOSE may disclose Client Confidential Information: (a) to Associates, subcontractors, or consultants engaged for Services performance, subject to confidentiality obligations; (b) to professional liability insurers, legal counsel, or accountants for purposes of risk management, legal advice, or professional obligations; (c) to regulatory authorities or professional bodies as required by law or professional standards; (d) as necessary to defend against claims or enforce rights under these Terms; (e) in anonymized form for research, training, or methodology development.

8.4 Return or Destruction

Upon termination of Services or Client request, ATBOSE will at its option either return or destroy Client Confidential Information in ATBOSE's possession, except: (a) ATBOSE may retain one copy for legal compliance and claim defense; (b) information required for professional record retention need not be destroyed; (c) information stored in backup systems may be retained consistent with standard backup retention policies; (d) complete destruction of digital information is not required provided access is restricted and use is limited to permitted purposes.

8.5 Duration

Confidentiality obligations continue for three (3) years after termination of Services or, for information that constitutes trade secrets, until such information no longer qualifies as trade secret under applicable law.


9. DISPUTE RESOLUTION AND GOVERNING LAW

9.1 Governing Law

These Terms and all Service Agreements are governed by the laws of Singapore without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where Services are performed in jurisdictions other than Singapore, local law applies only to the extent mandatory and not waivable by contract.

9.2 Exclusive Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore for any dispute arising from or related to these Terms or Services. Client irrevocably waives any objection to Singapore venue or jurisdiction based on inconvenient forum, lack of personal jurisdiction, or any other grounds.

9.3 Mandatory Arbitration

Notwithstanding Clause 9.2, either party may elect to resolve disputes through binding arbitration under the Singapore International Arbitration Centre (SIAC) Arbitration Rules then in effect. Arbitration election is made by written notice within thirty (30) days of dispute arising. Arbitration will be conducted by a single arbitrator mutually agreed or, failing agreement within fifteen (15) days, appointed by SIAC. The seat of arbitration is Singapore. Proceedings are conducted in English. The arbitrator has no authority to award Consequential Loss or damages exceeding the limitations in Section 5. The arbitration award is final and binding, subject only to grounds for vacatur under Singapore law.

9.4 Negotiation Prerequisite

Before commencing litigation or arbitration, the parties will attempt to resolve disputes through good faith negotiation. Either party may initiate negotiation by written notice describing the dispute. Senior representatives of both parties will meet within fifteen (15) days to negotiate resolution. If negotiation does not resolve the dispute within thirty (30) days, either party may proceed to arbitration or litigation as permitted under these Terms.

9.5 Continuing Obligations

During dispute resolution, both parties will continue performing non-disputed obligations under Service Agreements unless performance is impossible or commercially unreasonable. Client will continue making undisputed payments. ATBOSE will continue providing Services not subject to the dispute. Neither party will claim breach based on non-performance of disputed obligations pending resolution.

9.6 Costs and Attorneys' Fees

The prevailing party in any dispute will be entitled to recover reasonable attorneys' fees, expert witness fees, court costs, and arbitration costs from the non-prevailing party. "Prevailing party" means the party who obtains substantially the relief sought, determined by comparing the final judgment or award to the last written settlement offer before judgment or award. Fee recovery is subject to the maximum liability cap in Clause 5.1.

9.7 Consolidation

Disputes involving the same or related facts or transactions may be consolidated into a single arbitration or litigation proceeding at ATBOSE's election. This provision prevents claim multiplication and ensures the maximum liability cap applies to all related claims.

9.8 No Class Actions

Client waives any right to pursue claims against ATBOSE through class action, consolidated action, collective action, representative action, or private attorney general action. All disputes must be brought individually. This waiver is essential to ATBOSE providing Services at agreed fees.

10. TERMINATION

10.1 Termination for Convenience

Either party may terminate any Service Agreement for convenience on thirty (30) days' written notice. For Services based on fixed fees or percentage of construction value, termination fee will be calculated as: (a) all fees and expenses for Services performed through termination date; plus (b) reasonable demobilization costs; plus (c) if ATBOSE terminating, twenty percent (20%) of unearned fees remaining under the Service Agreement. For time and materials engagements, termination fee is all fees and expenses incurred through termination date plus demobilization costs.

10.2 Termination for Cause

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice specifying the breach. Material breaches by Client include: (a) failure to pay undisputed invoices within sixty (60) days; (b) failure to provide information, access, or cooperation essential to Services performance; (c) breach of confidentiality obligations; (d) assignment of the Service Agreement without consent; (e) insolvency, bankruptcy, or appointment of receiver. Material breaches by ATBOSE include: (a) willful misconduct or gross negligence; (b) abandonment of Services without justification; (c) material breach of confidentiality obligations; (d) failure to maintain required insurance coverage.

10.3 Immediate Termination

ATBOSE may immediately terminate without notice if: (a) Client becomes insolvent, bankrupt, or subject to receivership; (b) Client's conduct creates unreasonable risk of liability for ATBOSE; (c) continuing performance would violate law or professional standards; (d) Client requests ATBOSE to perform Services beyond ATBOSE's scope or competence; (e) Client fails to pay undisputed invoices exceeding specified limits; (f) Force Majeure Event prevents performance for more than sixty (60) days.

10.4 Effect of Termination

Upon termination: (a) Client will immediately pay all outstanding invoices plus termination fees; (b) ATBOSE will deliver Deliverables completed through termination date upon payment; (c) ATBOSE will return Client property in ATBOSE's possession; (d) all licenses granted to Client under Clause 7.2 terminate unless full payment received; (e) obligations in Sections 5 (Liability Limitations), 6 (Indemnification), 7 (Intellectual Property), 8 (Confidentiality), and 9 (Dispute Resolution) survive termination indefinitely.

10.5 No Obligation to Continue

ATBOSE has no obligation to continue Services beyond termination date even if Project is incomplete or Client claims termination damages Services. Client will make alternative arrangements for completion of Project. ATBOSE is not liable for delay, disruption, or cost consequences of termination.

10.6 Transition Assistance

Upon Client's written request and payment of reasonable fees, ATBOSE will provide reasonable transition assistance for up to thirty (30) days following termination to facilitate transfer of Services to a replacement provider. Transition assistance is limited to providing information in ATBOSE's possession and answering questions; it does not include training, system setup, or duplicating work products.



11. INSURANCE

11.1 ATBOSE Insurance

ATBOSE will maintain Professional Indemnity Insurance with coverage limits of not less than [PI INSURANCE PER CLAIM LIMIT - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT] per claim and [PI INSURANCE ANNUAL AGGREGATE - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT] annual aggregate. ATBOSE will maintain such insurance throughout Services performance and for minimum [POST-COMPLETION INSURANCE PERIOD - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT] following Services completion or termination. ATBOSE will provide Client with evidence of coverage upon reasonable request. ATBOSE makes no representation that insurance limits are adequate to cover all potential claims and liabilities.

11.2 Client Insurance

Client will maintain appropriate insurance for the Project including but not limited to: (a) builders risk or property insurance covering full replacement value of Project; (b) commercial general liability insurance with limits of not less than [CLIENT CGL MINIMUM LIMITS - CONFIDENTIAL - TO BE SPECIFIED IN SERVICE AGREEMENT]; (c) workers' compensation insurance as required by law; (d) professional liability insurance if Client is providing design or consulting services. Client will name ATBOSE as additional insured on commercial general liability and builders risk policies where possible. Client's insurance will be primary over any ATBOSE coverage.

11.3 No Waiver of Subrogation

Unless prohibited by insurance policy terms or law, Client and ATBOSE waive rights of subrogation against each other to the extent losses are covered by insurance. This waiver applies to losses caused wholly or partially by negligence of the party against whom subrogation is waived.


12. FORCE MAJEURE

12.1 Excused Performance

Neither party is liable for failure or delay in performing obligations caused by Force Majeure Events. The affected party will be excused from performance obligations to the extent and duration that such performance is prevented by the Force Majeure Event, provided the party: (a) gives written notice within five (5) days of the event; (b) uses reasonable efforts to mitigate effects and resume performance; (c) resumes performance promptly when the event ceases.

12.2 Extended Force Majeure

If a Force Majeure Event prevents performance for more than sixty (60) days, either party may terminate the affected Service Agreement on written notice. In such case, Client pays for Services performed through termination date plus reasonable demobilization costs. Neither party has further obligation to the other except obligations surviving termination under Clause 10.4.

12.3 Payment Obligations

Force Majeure Events do not excuse Client's obligation to pay for Services performed before or during the event or for costs necessarily incurred by ATBOSE due to suspension or delay.



13. GENERAL PROVISIONS

13.1 Independent Contractor

ATBOSE is an independent contractor, not an employee, agent, partner, or joint venturer of Client. ATBOSE controls the manner and means of performing Services subject to achieving specified outcomes. Nothing in these Terms creates employment relationship, agency, partnership, or joint venture. ATBOSE is responsible for all taxes, insurance, benefits, and compliance obligations for ATBOSE personnel.

13.2 Assignment

Client may not assign or transfer any Service Agreement without ATBOSE's prior written consent. ATBOSE may assign Service Agreements to affiliates or successors without Client consent provided assignee assumes all obligations. Attempted assignment in violation of this clause is void. This clause does not restrict ATBOSE's right to subcontract as provided in Clause 2.7.

13.3 Third Party Rights

No Third Party has any right to enforce any term of these Terms or any Service Agreement. The parties do not intend to create Third Party beneficiaries. Subcontractors, Associates, contractors, lenders, sureties, and other Third Parties have no direct rights against Client and no right to rely on ATBOSE Deliverables or Services.

13.4 Entire Agreement

These Terms together with the applicable Service Agreement constitute the entire agreement between the parties and supersede all prior negotiations, understandings, representations, and agreements, whether oral or written. No amendments, modifications, or waivers are effective unless in writing signed by authorized representatives of both parties.

13.5 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions continue in full effect. Invalid provisions will be modified to the minimum extent necessary to make them valid and enforceable while preserving the parties' intent. If modification is impossible, the provision will be severed without affecting other provisions.

13.6 Waiver

Failure or delay in exercising any right does not waive that right. Single or partial exercise of any right does not preclude further exercise of that right or other rights. Waivers must be in writing signed by the waiving party. Waiver of one breach does not waive subsequent breaches.

13.7 Notices

All notices must be in writing and delivered by: (a) personal delivery; (b) courier service with tracking; (c) registered or certified mail; or (d) email to the addresses specified in the Service Agreement. Notices are effective upon receipt or, for email, upon transmission if during business hours or on the next business day if transmitted outside business hours. Parties will promptly notify each other of address changes.

13.8 Counterparts and Electronic Signatures

Service Agreements may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures have the same validity and effect as handwritten signatures. Delivery of executed signatures by email or electronic signature platform constitutes delivery.

13.9 Language

These Terms and all Service Agreements are executed in English. Any translations are for convenience only and do not affect interpretation. In case of conflicts between English and translated versions, English prevails.

13.10 Relationship of Documents

If conflicts exist between these Terms and a Service Agreement, the Service Agreement prevails to the extent of the specific conflict. If conflicts exist between different provisions within these Terms, the more specific provision prevails. Section headings are for convenience and do not affect interpretation.

13.11 Cumulative Remedies

Rights and remedies under these Terms are cumulative and not exclusive of other rights or remedies at law or equity, except where expressly stated to be exclusive. Election of one remedy does not waive other remedies.

13.12 Publicity and Marketing Restrictions

Neither party will issue press releases or public announcements regarding the Services relationship without prior written approval except as required by law. Client will not misrepresent the nature, scope, or quality of Services or suggest endorsement by ATBOSE beyond Services actually provided.

13.13 Export Control and Sanctions

Both parties will comply with all applicable export control laws, economic sanctions, and trade embargoes. Neither party will export, re-export, or transfer any information, technology, or services in violation of such laws. Client warrants it is not subject to sanctions or restrictions that would prohibit Services provision.

13.14 Anti-Corruption Compliance

Both parties will comply with all applicable anti-corruption laws including the U.S. Foreign Corrupt Practices Act and UK Bribery Act. Neither party will directly or indirectly offer, promise, authorize, or provide anything of value to government officials or Third Parties to obtain improper advantage. Each party represents it has anti-corruption policies and provides required training.

13.15 No Strict Construction

These Terms will not be construed strictly for or against either party regardless of who drafted them. Both parties have had opportunity to obtain legal counsel and negotiate terms. Ambiguities will not be resolved by presumption against the drafter.


14. ACKNOWLEDGMENT AND ACCEPTANCE

14.1 Client Acknowledgments

By accepting Services or executing a Service Agreement, Client acknowledges and agrees that:

(a) Client has carefully read these Terms and understands their contents and legal effect.

(b) Client has had opportunity to obtain independent legal advice regarding these Terms.

(c) The liability limitations in Section 5 are reasonable, fair, and essential conditions of Services provision.

(d) ATBOSE would not provide Services without the protections in these Terms.

(e) Client has considered obtaining insurance for risks beyond ATBOSE's liability limitations.

(f) These Terms represent a fair allocation of risk considering the nature of Services and fees charged.

(g) Client is authorized to bind the entity on whose behalf Client is acting.

(h) All information provided to ATBOSE is accurate and complete.

(i) Client has disclosed all material facts that could affect Services performance or outcomes.

(j) Client accepts all risks associated with Project execution except to the extent caused solely by ATBOSE's negligence within the liability limitations.

14.2 Acceptance Methods

Client accepts these Terms by: (a) executing a Service Agreement that incorporates these Terms by reference; (b) accepting a proposal that references these Terms; (c) authorizing ATBOSE to commence Services; (d) making payment for Services; or (e) any other conduct manifesting acceptance. Electronic acceptance through website click-through or email confirmation constitutes binding acceptance.

14.3 Amendment

These Terms may be amended only by written agreement signed by authorized representatives of both parties. ATBOSE may update these Terms from time to time, with updated versions applicable to Service Agreements executed after the update date. Continued engagement of Services after Terms updates constitutes acceptance of updated Terms.

By accessing or using this website, you agree to these Terms of Use. If you do not agree, do not access this site.

2. Professional Disclaimer

Information on this website describes professional experience developed through employment at various firms and organizations prior to founding ATBOSE. References to projects, experience, or professional background:

(a) Reflect individual professional experience, not ATBOSE corporate track record (b) Do not constitute endorsements by or affiliations with prior employers (c) Do not imply current relationships with entities or projects mentioned (d) Are provided for professional credential purposes only

3. Confidentiality Compliance

All content on this website respects confidentiality obligations to former employers, clients, and associated parties. No confidential, proprietary, or non-public information is disclosed. Generic descriptions of project types, industries, and professional capabilities do not constitute confidential information.

4. No Current Client Representations

Unless explicitly stated otherwise with written authorization, references to organizations, projects, or experience describe past professional activities through prior employment relationships. Such references do not constitute claims that listed entities are current ATBOSE clients.

5. Restriction on Use by Adverse Parties

Persons or entities with adverse legal, contractual, or commercial interests against ATBOSE or its principals may not access, use, copy, or rely upon website content for purposes related to disputes, litigation, arbitration, or adversarial proceedings. Access by such parties constitutes:

(a) Acknowledgment that website content does not constitute admissions, waivers, or evidence relevant to any dispute (b) Agreement that content may not be introduced in legal proceedings without proper discovery procedures (c) Waiver of any claim that website content violates confidentiality, non-disparagement, or similar obligations

6. No Warranties

Website content is provided “as is” without warranties of any kind. ATBOSE makes no representations regarding accuracy, completeness, or currentness of information. Professional capabilities, experience descriptions, and service offerings may change without notice.

7. Limitation of Liability

ATBOSE is not liable for any damages arising from website access or use, including decisions made in reliance on website content.

8. Intellectual Property

All website content, including text, graphics, logos, and design elements, is proprietary to ATBOSE. Unauthorized reproduction, distribution, or commercial use is prohibited.

9. External Links

Links to third-party websites are provided for convenience only. ATBOSE does not endorse or assume responsibility for external content.

10. Modification

These Terms may be updated without notice. Continued website use after modifications constitutes acceptance of updated Terms.

11. Governing Law

ATBOSE Terms and Conditions v1.0
Effective Date: January 14, 2026

Note :

Professional Background Disclaimer

ATBOSE was founded by practitioners with extensive experience managing complex infrastructure projects globally. References to professional background, project experience, or industry expertise reflect individual experience developed through prior employment at firms including CBRE, Arcadis, JLL APAC, and OYO Group, as well as subsequent specialized roles.

Such references:

• Describe personal professional history, not ATBOSE corporate achievements

• Do not constitute endorsements by or affiliations with mentioned organizations

• Do not imply current relationships with projects, clients, or entities discussed

• Respect all confidentiality obligations to former employers and associated parties

ATBOSE is a new practice applying seasoned professional judgment to current client engagements. No content on this website discloses confidential, proprietary, or non-public information from prior roles.