Terms of Service

1. Introduction

These Terms of Service ("Terms") govern the provision of services by Secroia Pte. Ltd., a Singapore registered entity ("Firm", "We", "Us"), to the client identified in the Engagement Letter ("Client", "You"). By engaging our services, you agree to be bound by these Terms.

2. Scope of Services

The Firm agrees to provide corporate secretarial services as detailed in the accompanying Engagement Letter or Service Schedule. These services may include, but are not limited to:

• Company incorporation and registration;
• Maintenance of statutory registers and records;
• Filing of annual returns and other statutory forms with the relevant registry (e.g., ACRA);
• Preparation of board and shareholder meeting minutes;
• Registered office address services;
• Assistance with director/shareholder changes; and
• Dissolution or strike-off applications.

The Firm acts solely in an administrative and advisory capacity. We do not provide legal representation or financial audit services unless explicitly stated in a separate agreement.

3. Client Responsibilities

You agree to:

1. Provide accurate, complete, and up-to-date information in a timely manner.
2. Appoint the designated individuals as signatories for filings where required.
3. Inform us immediately of any changes to company directors, shareholders, officers, or registered address.
4. Retain your own legal counsel for complex legal disputes, mergers, or litigation matters.
5. Comply with all applicable anti-money laundering (AML) and know-your-client (KYC) requests, including providing government-issued identification and proof of address.

4. Fees & Payment

• Service Fees: As outlined in the Engagement Letter or Fee Schedule.
• Government & Third-Party Fees: All filing fees, notary fees, or agency fees charged by government registries are payable by the Client and will be invoiced at cost.
• Invoicing: Invoices are due immediately upon the invoice date.
• Late Payment: We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month. We may also suspend performance of services until payment is made.
• Disbursements: Courier, printing, and travel costs may be billed separately.

5. No Fiduciary Duty for Non-Core Services

While we owe you a duty of care regarding corporate secretarial compliance, you acknowledge that we are not acting as your fiduciary regarding business strategy, tax planning, or legal disputes. You are advised to seek specialist advice where appropriate.

6. Confidentiality

We will hold all non-public information provided by you in strict confidence and will not disclose it to third parties except:

1. As required by law, court order, or regulatory authority (e.g., tax authority or corporate registry);
2. To our subcontractors or agents who need the information to perform services; or
3. With your explicit written consent.

Our confidentiality obligations survive termination of these Terms for 3 years.

7. Intellectual Property

Any templates, checklists, software dashboards, or document drafts provided by the Firm remain our intellectual property. You are granted a non-exclusive, non-transferable licence to use these materials for your internal corporate governance purposes only.

8. Limitation of Liability

1. No Indirect Damages: To the maximum extent permitted by law, the Firm shall not be liable for any indirect, incidental, consequential, or punitive losses (including lost profits, fines imposed by regulators due to your delayed instructions, or reputational harm).
2. Cap on Liability: Our total aggregate liability to you for any claims arising out of these Terms (whether in contract, tort, or otherwise) is limited to the total fees paid by you to the Firm in the six (6) months immediately preceding the event giving rise to the claim.
3. Filing Errors: While we exercise reasonable skill and care, we are not liable for rejection of filings caused by registry system errors or ambiguities in publicly filed documents.

9. Indemnification

You agree to indemnify and hold the Firm harmless against any losses, fines, penalties, or legal fees arising from:

• Your provision of false or misleading information;
• Your failure to inform us of changes in your company's structure;
• Your breach of any applicable law regarding your underlying business activities; or
• Any third-party claim resulting from your corporate actions.

10. Term & Termination

• Term: These Terms commence on the date of the Engagement Letter and continue until terminated.
• Termination for Convenience: Either party may terminate the engagement by providing 30 days' written notice.
• Termination for Cause: We may terminate immediately if you fail to pay overdue fees within 7 days of written notice, or if you breach a material provision of these Terms.
• Effect of Termination: Upon termination, you must appoint a new secretary or arrange for transfer of records. We reserve the right to retain a copy of statutory records for legal compliance. Outstanding fees become immediately due.

11. Force Majeure

We are not liable for delays or failure to perform due to causes beyond our reasonable control, including natural disasters, war, government shutdowns, electronic filing system outages, or pandemics.

12. Governing Law & Dispute Resolution

These Terms shall be governed by the laws of Singapore. Any dispute arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration at the Singapore International Arbitration Centre (SIAC) in accordance with its rules, unless the claim falls within the small claims court threshold.

13. Entire Agreement & Amendments

These Terms, together with the Engagement Letter, constitute the entire agreement between the parties and supersede all prior representations or agreements. We reserve the right to update these Terms by providing 30 days' written notice. Continued use of our services after that notice constitutes acceptance of the revised Terms.

14. Contact Information

For questions regarding these Terms, please contact: