TERMS AND CONDITIONS OF SERVICE

 

SAVVY PLATFORM (hereinafter “the Platform”) is an online tool provided by SAVVY PLATFORM PTE. LTD., a company registered in Singapore under the unique entity number 202107089G (“SAVVY PLTFORM”, “the Company”).

 

The Platform is available for registered users only and aimed to facilitate order and provision of any services rendered by the Company.

 

Use of the Platform, the Company’s Website, email notifications or any of the Company’s Services are subject to the following terms and conditions of service (the “Terms”).

 

BY ACCESSING OR USING ANY SAVVY PLATFORM SERVICES YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY AND PAYMENT TERMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING RISKS AND OBLIGATIONS.

 

  1. Definitions

 

1.1 “You” and ‘your” includes:

 

  1. a) any user identified during registration on the Platform and any company which will or has been incorporated using the Platform or which is now registered on the Platform and will use SAVVY PLATFORM’s corporate secretarial online service;

 

  1. b) any individual linked to SAVVY PLATFORM whether as shareholder, director, officer, employee or user of the Platform on behalf of SAVVY PLATFORM.

 

1.2 “User” means any person using the Platform and any SAVVY PLATFORM Services whether on his or her own behalf, or on behalf of a third party.

 

1.3 All Users that use or access the Platform or any SAVVY PLATFORM Services represent and warrant that they have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.

 

  1. Services

 

2.1 SAVVY PLATFORM provides a range of corporate services and corporate solutions (collectively “SAVVY PLATFORM Services”) using cloud-based software.

 

2.2 SAVVY PLATFORM is not a law firm and as such does not provide legal advice or any legal services.

 

2.3 Users may engage SAVVY PLATFORM to provide corporate secretarial services. These services may include any of the following:

 

  1. a) company incorporation (when applicable);

 

  1. b) provision of a registered office address;

 

  1. c) maintenance of statutory registers on the Platform in accordance with the legal requirements;

 

  1. d) lodgement and payment of regulatory filings with the Accounting and Corporate Regulatory Authority (“ACRA”) of Singapore;

 

  1. e) provision of a nominee director as required by Section 145 of the Companies Act, Cap. 50 (subject to the entering into any supplemental documents as requested by SAVVY PLATFORM);

 

  1. f) preparation of all corporate decisions and resolutions in connection with the governance of SAVVY PLATFORM;

 

  1. g) filing all changes, including but not limited to change of officers, shareholders, share capital, registered office, particulars of officers or shareholders;

 

  1. h) provision of accounting services, including, but not limited to:

 

preparation of management report;

preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements);

preparation of financial statements in XBRL format;

maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and

perform bank and other accounts reconciliation;

 

  1. i) provision of payroll services, including, but not limited to:

 

salary calculation on a monthly basis;

salary payment to employees via issuance of cheques or through bank transfer;

automatic generation of monthly pay slips for employees;

central Provident Fund (CPF) registration and monthly payment to CPF;

issuing IR8A Form for personal tax including statutory annual filing;

preparation and submission of Auto-Inclusion Scheme with Inland Revenue Authority of Singapore (IRAS); and

maintenance of payroll file for each employee; and

 

  1. j) provision of additional payroll services, including, but not limited to:

 

tax computation to calculate tax liability of the Company;

preparation of Form C for Company’s approval; and

preparation of tax forms for Company’s submission.

 

2.4 By appointing SAVVY PLATFORM as the User’s company secretarial service provider, SAVVY PLATFORM shall carry out, or appoint one of its employees to carry out, the duties of a company secretary in accordance with Singapore law.

 

2.5 SAVVY PLATFORM shall only provide company secretarial services as requested by the User from time to time orally, in writing or any other manner in which SAVVY PLATFORM may accept. The User agrees that SAVVY PLATFORM has no liability to the User for any loss or damage arising out of or in relation to SAVVY PLATFORM providing company secretarial services in accordance with User’s instructions.

 

2.6 All Users shall indemnify SAVVY PLATFORM (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SAVVY PLATFORM in the course of and pursuant to its duties and obligations provided by any SAVVY PLATFORM services in accordance with your instructions or these Terms.

 

2.7 SAVVY PLATFORM may require that, in order for the performance of SAVVY PLATFORM Services (including provision of local nominee director for a Company incorporated and/or administered via SAVVY PLATFORM), all Users shall enter into any supplemental agreements or carry out any acts required by SAVVY PLATFORM or by law in order for SAVVY PLATFORM to provide SAVVY PLATFORM Services. SAVVY PLATFORM shall not be obliged to provide any SAVVY PLATFORM Services if the User fails to enter into a supplemental agreement or carry out any acts required by SAVVY PLATFORM or by law.

 

2.8 If SAVVY PLATFORM, in its opinion, is obliged to meet any of the User’s requirements or legal obligations, the User agrees that SAVVY PLATFORM is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at the expense of the User.

 

2.9 At the request of SAVVY PLATFORM, the User shall provide SAVVY PLATFORM with all documents and information as required by SAVVY PLATFORM in order for SAVVY PLATFORM to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason that SAVVY PLATFORM may consider necessary from time to time.

 

  1. Registration

 

3.1 Users must register for a User account to access and use SAVVY PLATFORM Services.

 

3.2 By creating a user account for any SAVVY PLATFORM Services you automatically accept these Terms.

 

3.3 In order to use the Platform and SAVVY PLATFORM Services, you must provide all information and documents requested by SAVVY PLATFORM. You undertake and warrant to provide accurate, current and complete information and documentation.

 

3.4 In case of any change in the information provided by you upon registration you undertake to update this information without delay. SAVVY PLATFORM shall not in any way be held responsible or liable in the event that you have not updated your information or have not notified SAVVY PLATFORM of any change of situation.

 

3.5 A User registering on the Platform has access to the Platform through the combination of a username and a password. The combination username and password is strictly private and shall be kept confidential by the User.

 

3.6 In case of a loss of password, the User will be able to reinitialize its password on the Platform.

 

  1. Service Deposits

 

4.1 Provision of Some Services needs to be accompanied with the deposit.

 

4.2 Deposit amount is published at the Platform and is known to You prior to engaging SAVVY PLATFORM to the provision of service.

 

4.3 Service deposit is linked to a particular service. SAVVY PLATFORM has a right to offset fees due to be paid for the mentioned service from the deposit for that service in the following cases:

- you are not contactable; or

- the fee is overdue, i.e. the payment date has been passed and no instruction/clarification came from you.

 

4.4 SAVVY PLATFORM has a right to change amounts of service deposits from time to time.

 

4.5 Service deposit is refundable after 6 (six) months from the date of the transfer of the Company to another service provider/voluntary struck-off or after 5 (five) years from the date of the forced struck-off.

 

  1. Use of Services

 

5.1 SAVVY PLATFORM may at any time suspend or discontinue any SAVVY PLATFORM Services or any feature of any SAVVY PLATFORM Service, including support enabling the use of the Platform.

 

5.2 SAVVY PLATFORM will make every effort to ensure that SAVVY PLATFORM Services are available, however, such services may be interrupted to conduct maintenance, repairs, upgrades, or network or equipment failures.

 

5.3 The operation of the Platform may be affected by external events including but not limited to epidemics, strike, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events.

 

5.4 SAVVY PLATFORM will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to any such events or causes referred to in paragraph 5.3 above, or any other event beyond SAVVY PLATFORM’s reasonable control.

 

  1. Confidentiality

 

6.1 Definition of Confidential Information.

 

In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, User Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

 

6.2 Protection of Confidential Information.

 

Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (collectively known as “Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.

 

6.3 Equitable Relief.

 

The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

 

6.4 Compelled Disclosure.

 

The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If SAVVY PLATFORM is compelled by law to access or disclose the User’s Confidential Information as part of a civil proceeding to which the User is a party, the User will reimburse SAVVY PLATFORM for the reasonable costs of compiling and providing secure access to such Confidential Information.

 

  1. Intellectual property

 

7.1 By agreeing to these Terms you agree to only subscribe to the use and access of SAVVY PLATFORM services. You acknowledge that you have a limited right to access and use SAVVY PLATFORM services and that no ownership rights are transferred to you under these Terms.

 

7.2 Other than the content generated by the User or other users of the Platform, SAVVY PLATFORM owns copyright in the content of this Platform. You may download and temporarily store one or more of the pages of this Platform for the purposes of viewing them and you may print any page from this Platform for use only by User and its employees, officers and agents.

 

7.3 Any other storage, copying, transmission or distribution of the content of the Platform as well as creation of any derivative works with respect to the Platform is prohibited without our consent.

 

7.4 Provided that the User complies with these Terms, SAVVY PLATFORM grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable licence to use the Platform in order to gain access to SAVVY PLATFORM’s Services.

 

7.5 The marks ‘SAVVY’ and its logo are trademarks of SAVVY PLATFORM, and nothing in these Terms gives User the right to use those trademarks without SAVVY PLATFORM’s prior written approval.

 

7.6 SAVVY PLATFORM and the User may use third party software and application programming interfaces (“APIs”) when using the Platform or the SAVVY PLATFORM Services. SAVVY PLATFORM does not guarantee the reliability of such third-party software or APIs.

 

7.7 The User agrees that SAVVY PLATFORM is not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the Platform or SAVVY PLATFORM Services.

 

  1. Payment terms

 

8.1 The price, features and options of SAVVY PLATFORM Services are available to all Users.

 

8.2 The Users shall pay SAVVY PLATFORM in advance the service fees as stated on the Platform for the relevant SAVVY PLATFORM Services they have ordered (“Fees”). The fees are not negotiable.

 

8.3 The Fees shall be paid through a secure payment process incorporated into the Platform, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire. “Payment Method” means a current, valid, accepted mode of payment, as may be updated from time to time, which is provided by the User to SAVVY PLATFORM.

 

8.4 In the event that any fees are due for SAVVY PLATFORM Services not set out in the Platform, SAVVY PLATFORM shall issue an invoice to User for any such SAVVY PLATFORM Services provided. The User shall pay the fees set out in the invoice for such SAVVY PLATFORM Services on receipt of the invoice issued by SAVVY PLATFORM.

 

8.5 The User acknowledges and agrees that completion of the online payment process does not constitute SAVVY PLATFORM’s acceptance of a User’s offer to purchase SAVVY PLATFORM Services. SAVVY PLATFORM’s acceptance of User’s order is subject to additional procedures prescribed by law and shall take place only after these procedures were completed and commencement of SAVVY PLATFORM Services ordered by the User from SAVVY PLATFORM began.

 

8.6 SAVVY PLATFORM reserves the right to decline an order for SAVVY PLATFORM Services for any reason and will refund any fees prepaid if an order is declined, provided that no SAVVY PLATFORM Services have been used by the User.

 

8.7 During the online payment process, the User is required to enter their payment details, which are disclosed directly to an independent third-party payments processor. The User authorises SAVVY PLATFORM to charge the Payment Method associated to the User’s account for payment of any fees due to SAVVY PLATFORM.

 

8.8 All payments are processed by an independent third-party payment processor. SAVVY PLATFORM excludes all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third-party payment processor shall apply.

 

8.9 The User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then the User’s liability to SAVVY PLATFORM will automatically be deemed a debt immediately due and payable. Any outstanding payments that a User owes SAVVY PLATFORM shall attract late payment penalties.

 

8.10 All Fees for any SAVVY PLATFORM Services are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with SAVVY PLATFORM Services.

 

8.11 If a User does not pay for any SAVVY PLATFORM Services in full and on time then SAVVY PLATFORM reserves the right to either terminate the use of the User Account; and/or suspend and/or terminate the performance of the services forthwith in whole or in part.

 

8.12 All Users have the right to place User Deposits at SAVVY PLATFORM. User deposit can be used for any future SAVVY PLATFORM Services upon the User’s written instruction.

 

  1. Limitation on liability

 

9.1 To the fullest extent permitted by law, SAVVY PLATFORM and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the SAVVY PLATFORM Services and the use of the Platform.

 

9.2 SAVVY PLATFORM Services and the content and documents generated by the Platform are provided on an “as is” basis. No assurance, representation or warranty of any kind is made whether express, implied or statutory including but not limited to warranties of title or implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.

 

9.3 SAVVY PLATFORM will make every effort to provide high quality services, however, it does not make any representation or warranty that:

 

  1. a) the information or content provided as part of SAVVY PLATFORM Services will be entirely correct and up to date;

 

  1. b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;

 

  1. c) SAVVY PLATFORM Services are free from bugs or viruses;

 

  1. d) correspondence between a User and SAVVY PLATFORM will be free from interception, corruption, error, delay or loss;

 

  1. e) access to the Platform will always be available or uninterrupted;

 

  1. f) use of SAVVY PLATFORM Services will achieve any particular result and meet your expectations.

 

9.4 SAVVY PLATFORM shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of the use of or the inability to use SAVVY PLATFORM Services.

 

9.5 Any liability of SAVVY PLATFORM to any User is limited strictly to the amount paid by the User to SAVVY PLATFORM (if any) for the services provided.

 

  1. Indemnity

 

10.1 You agree to indemnify and hold SAVVY PLATFORM (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, cists (including legal fees and costs), and expenses in connection with or arising from:

 

(i) your breach of these Terms,

 

(ii) your use of SAVVY PLATFORM Services and/or

 

(iii) any misrepresentation made by you.

 

10.2 All Users represent, warrant and undertake that they shall comply with all applicable laws and regulations when using any SAVVY PLATFORM Services.

 

10.3 All Users shall indemnify SAVVY PLATFORM (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SAVVY PLATFORM arising from a User’s breach.

 

  1. Termination of SAVVY PLATFORM Services

 

11.1 Either party may terminate any SAVVY PLATFORM Services by giving at least thirty (30) days’ written notice to the other party.

 

11.2 If you decide to terminate the Services before the Services expiry date, because of clear negligence and/or material fault by us, then we shall refund the balance of the current annual services fees on a pro-rata basis in respect of the unexpired period to which the annual services fees relate.

 

11.3 If you terminate any of SAVVY PLATFORM Services, your access to the Platform will not be affected.

 

11.4 To stop using the platform, you must terminate your User’s account with us. Account termination is available after clearance of all services and payment of all fees due to SAVVY PLATFORM.

 

  1. Privacy

 

12.1 By using and/or accessing the Platform or any SAVVY PLATFORM Services, you acknowledge that you have read and agree to the SAVVY PLATFORM Privacy Policy, available at our Website here, which forms a part of these Terms.

 

12.2 You consent to the collection, use and/or disclosure or handling of your Personal Data for the purposes set out in the SAVVY PLATFORM Privacy Policy.

 

12.3 By using the Platform and/or any SAVVY PLATFORM Services you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

 

  1. Variations of these terms

 

13.1 These Terms may be varied from time to time by SAVVY PLATFORM.

 

13.2 In case of a material change to the Terms, SAVVY PLATFORM will inform you by notice. If you continue to use SAVVY PLATFORM Services you agree to be bound by the then current terms.

 

  1. Waiver and severability

 

14.1 SAVVY PLATFORM’s failure to enforce a provision in these Terms is not a waiver of SAVVY PLATFORM’s right to do so later.

 

14.2 If a provision in these Terms is found to be unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.

 

  1. Third party rights

 

Only the User and SAVVY PLATFORM shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise.

 

  1. Governing law

 

16.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

 

16.2 The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement.

 

  1. Dispute resolution

 

Before filing any claim against SAVVY PLATFORM, you agree to try to resolve any dispute, howsoever arising, informally by contacting iamsavvy@iamsavvy.com.sg