Nominee Director Services

TERMS AND CONDITIONS

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The details of the services and Terms & Conditions for the provision of Nominee Director Services (Annual) include :
 

1. SCOPE OF SERVICES
   The services provided by the Nominee Director shall include but are not exclusive to signing of routine notices, resolutions, statutory returns, statutory documents, etc.
   
   The term of the Nominee Director shall be provided for a period of 12 months and  automatically renewing for a period one year thereafter unless cancelled. 
   
   Parties may elect to extend the term-of-office at Nominee Director at any time during the performance of his duties under this Agreement.
   
   The Parties agree to comply with all applicable laws, rules and regulations and hereby undertake to comply with all their obligations under the same.
   
    

2. FEES
   The Service Fee shall be per annum, payable upon engagement of the service, as accepted in the quotation or invoice. 
   
   The Service fee excludes any out-of-pocket expenses incurred by D Next Stop Pte Ltd or the Nominee, which will be for the Company to account. 
   
   The Service fee shall be billed by the calendar year and all invoices are due and payable when rendered.
   
   D Next Stop reserves the right to terminate the Agreement if it does not receive the Service Fee within thirty days (30).
   
   The Company shall pay to D Next Stop a Deposit of an annual fee as per accepted in the quotation or invoice. 
    

3. CONDITIONS PRECEDENT
   Engagement and provision of the nominee service from D Next Stop is subject to the following conditions:
   
   Execution of the Agreement
   
   Receipt of the fees
   
   Provision of the information and documentation required for D Next Stop to Conduct Due Diligence
   
   Provision of the date of the Company's financial year end.
   
   Provision of half-yearly management accounts of the Company.
    

4. INDEMNITIES
   The Company hereby covenants with D Next Stop that the Company will at all times hereinafter indemnify and keep indemnified and keep harmless the Nominee Director, D Next Stop, its Officers and Employees and the personal representatives of every Officer from all actions, proceedings, claims or demands whatsoever made on D Next Stop by any company or person whatsoever or whomsoever in respect of or in any way arising out of this nominee directorship in the company, including any acts or omissions in the course thereof and against all actions, suits,  proceedings, costs or expenses whatsoever which may be taken or made against or incurred or become payable by D Next Stop or any Officer or the personal representative of any Officer by reason or in consequence of holding any Office or Directorship in the Company as aforesaid including any acts or omissions in the courts thereof or by reason or in consequence of acting on any advice and/or carrying out any instructions received or appearing to be received from the Company, his servants or agents. For the removal of doubt, it is hereby stated that instructions shall be deemed to have been received by D Next Stop or any Officer from the Company if instructions upon which the Firm or Officer acts shall have been received in writing, verbally, by telephone, telefax, telex, cable, or otherwise howsoever, notwithstanding such instructions were not or may not have been given by the Company or with or under this Authority. The Firm or the Nominee Director may not undertake any act for the Company or in the name of the 
   
   Company without the instructions of the Company so given and received
    

5. LIABILITY FOR BREACH OF CONTRACT
   The Company shall be liable to pay the Service Fee in full in event of a breach of contract.
   
   D Next Stop shall refund the Company the deposit in the event it is unable to perform its obligations under the Agreement.
   
   In any event, the Company shall not be liable for any consequential loss or special damages arising under the Agreement.
   
   Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from circumstances or causes beyond its reasonable control (“Events of Force Majeure”). In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for fourteen (14) business days’ the party not affected may terminate this Agreement by giving seven (7) business days prior written notice to the affected Party
   
   For the purposes of this Clause, Events of Force Majeure shall include but are not limited to:-
   - an act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
   - war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;
   - rebellion, revolution, insurrection, or military or usurped power, or civil war;
   - contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other - - - hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
   - riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Service Provider or of his sub-contractors/agents; or
   - acts or threats of terrorism.
    

6. TERMINATION
   Termination without cause: - Either Party may terminate this Agreement at any time by giving twenty-one (21) days prior notice in writing to the other without assigning any reason thereto. Such termination shall not affect any obligations already undertaken before and up to the time of such termination
   
   Termination for cause:
   -  Either Party may terminate this Agreement forthwith if the other Party: 
   - commits a material breach of this Agreement that is capable of remedy but not remedied within fourteen (14) days’ written notice of the same;
   - has ceased or threatened to cease business, is or has been wound up or becomes bankrupt;
   - passes a resolution for winding-up or a court shall make an order to that effect;
   - a receiver and manager or judicial manager has been appointed over the whole or substantial part of its assets or property;
   - it makes or proposes to make any arrangement or composition with its creditors, admits in writing of the inability to pay debts generally as they become due
   - breaches any applicable licensing laws.
   
   - Termination of this Agreement for any reason whatsoever shall not prejudice or affect the rights and obligations of either Party accruing prior to the date of termination, nor any of the rights and remedies the terminating Party may have at law or equity (including the right to sue or to claim for damages)
   
   - In the event of termination by the Company hereby authorizes the Nominee Director as well as D Next Stop  to wind-up the Company under any one of the following circumstances:-
   
   - The Company or any other director or shareholder of the Company cannot be contacted by whatever means and neglects to give instructions for the affairs of the Company.
   
   - All fees payable to D Next Stop or the Nominee Directorare outstanding.
   
   - A notice of intention to wind-up the Company shall be sent by registered mail to the director(s)/shareholder(s) at his last known address registered with D Next Stop or the Nominee Director. The notice shall provide 28 days or such reasonable time for the director(s)/shareholder(s) to respond or to settle the outstanding sum, failing which the Nominee Director may proceed to wind-up the Company.
    

7. CONFIDENTIALITY OBLIGATIONS OF THE NOMINEE DIRECTOR
   In performing his/her obligations, the nominee director, shall not to disclose any Confidential Information in relation to the Company whether directly or indirectly to any third party (other than an employee of the Company who requires the information for the purpose for which it was disclosed and then only if the employee is bound by conditions of secrecy no less strict than those set out in this Agreement. 
    

8. AMENDMENTS TO THE AGREEMENT
   Any term of this Agreement may be amended or waived only with the written consent of the Parties. This Agreement, including any schedules hereto, constitute the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
   
   Failure or neglect on the part of a Party to enforce at any time any provision, right or remedy under this Agreement shall not be construed or deemed as a waiver of any such provision, right or remedy hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that Party’s rights to take subsequent action.
   
   Each of the provisions of this Agreement is severable and distinct from the others and if at any time one or more of such provisions is, becomes or is declared invalid, void and/or illegal, the enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and shall continue to be in full force and effect.
   
   The Parties expressly acknowledge that they have read this Agreement and understood its provisions. The Parties agree that this Agreement constitutes the entire agreement between them with respect to the subject matter of this Agreement and that it supersedes all prior or contemporaneous proposals, agreements, negotiations, representations, warranties, understandings, correspondence and all other communications (whether written or oral, express or implied) or arrangements entered into between the Parties prior to this Agreement in respect of the matters dealt with in it. No promise, inducement, representation or agreement other than as expressly set forth in this Agreement has been made to or by the Parties.
   
   Nothing in this Agreement shall be deemed to constitute a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party acknowledges that it does not have authority to enter binding agreements of any nature or make any representations or warranties on the other Party’s behalf and agrees not to hold itself out as the agent for the other except as expressly provided herein. 
   
   This Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties shall submit to the exclusive jurisdiction of the Singapore Court.
   
   A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any terms of this Agreement.
   
   This Agreement shall be signed by the Parties in any number of counterparts and each of which when executed and delivered shall constitute a duplicate original but all counterparts together shall constitute a single agreement.
    

9. DISPUTE RESOLUTION
   The governing law of the agreement and the dispute resolution clause shall be governed by the laws of the Republic of Singapore.
   
   Save for an action for debt, all other disputes arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration entre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be in English.
    

10. MISCELLANEOUS
    This Agreement shall be signed by the Parties in any number of counterparts and each of which when executed and delivered shall constitute a duplicate original but all counterparts together shall constitute a single agreement
    
    This Agreement constitutes the entire Agreement between the Parties, which is a binding contract between the parties, their successors, and personal representatives. 
    
    By accepting D Next Stop's quotation or making payment to D Next Stop's Invoice, the Client agrees with the terms and conditions of the Service Contract as set out or referred above.