TERMS AND CONDITIONS

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The details of the services and Terms & Conditions are as follows:

Company Secretarial Services, Annual include
-Named secretary in ACRA records;
-Annual General meeting and filing of Annual Return
-up to 3 ad-hoc ordinary resolutions/routine transactions if required, eg.updating company registered address; Appointment/Resignation of director; transfer of
shares/increase of share capital (1 shareholder as 1 transaction),
- Excludes non-routine or transactions which require EGM/special resolutions

Excludes
- Annual KYC Fees
 

1. TERM DURATION
   The commencement date of the Agreement is Annual. The period shall only be varied at the request of the Parties.
    

2. OBLIGATIONS OF THE COMPANY
   The Company will use its best endeavours to carry out the Services based on the instructions received from the Customer in accordance with the prevailing accounting standards and best practices with reasonable care and diligence.
    

3. LOCATION
   The Company will carry out the Professional Services at its office located at 1 Paya Lebar Road #04-01 Paya Lebar Quarter, Singapore 408533 or such other location(s) as the Company may decide.
   
    

4. PAYMENT
   The Customer shall keep its account with the Company in good standing at all times and this shall be a condition precedent to the Company carrying out the Services.
   
   The Customer shall make full payment upon confirmation of quotation before commencement of services. The Company reserves the right to vary this requirement in light of the Customer’s good credit standing.
   
   For recurring payments, the Customer shall make payment within fourteen (14) days from date of invoice.
   
   Payment by cheque are to be made payable to ‘D Next Stop Pte. Ltd’.
   
   In the event that the Customer’s account is not in good standing, the Company reserves the right to refuse continuation of the Professional Service(s) and to terminate the Quotation.
   
   Any overdue sums from the Customer shall be subject to a late interest charge of 24% per annum.
   
   A notice in writing, setting out the indebtedness of the Customer, duly signed by the authorized representative of the Company and sent by Certificate of Posting to the last known address the Customer shall be conclusive proof of such indebtedness.
   
   In the event that the Company takes legal action to recover any overdue sums from the Customer, all expenses and legal costs shall be borne by the Customer on an indemnity basis.
    

5. CLIENT OBLIGATIONS
   The Customer shall be responsible to provide complete instructions, with all necessary documents / information / records / data in a timely manner to enable the Company to carry out the Professional Services.
    

6. CONFIDENTIALITY
   The Company will treat all documents / information / records / data (“Confidential Material”) received from the Customer in strict confidence and agrees not to disclose or use the Confidential Material for any purpose other than in the course of carrying out the Services.
    

7. TERMINATION
   Either Party, may with notice, terminate the Quotation (“Notice of Termination”) and the following procedures shall apply
   
   Within seven (7) days from the date of the Notice of Termination, the Customer shall nominate a new service provider. The Company will liaise with the new service provider to effect handover within thirty (30) days of being notified of the new service provider details.
   
   Where the Customer does not nominate a new service provider within the seven (7) days period as mentioned above, the Company will effect handover to the Customer within the next thirty (30) days thereafter.
   
   Where applicable, the Company will refund to the Customer the unused professional fee (prorated up to the handover date and less S$100.00 administrative fee). Any refund shall be paid to the Customer by cheque within fourteen (14) days from the handover date
    

8. TERMINATION WITHOUT NOTICE
   Either party may terminate the Agreement immediately if either party becomes bankrupt/insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other applicable insolvency law, makes or seeks to make a general assignment for the benefit of its creditor or applies for, or consents to, the appointment of  a trustee, receiver or custodian for a substantial part of its property, or is generally unable to pay its debts as they come due.
    

9. LIMITATION OF LIABILITY
   In the absence of gross negligence or wilful default by the Company, the Company shall not be liable for any loss or damage which the Customer or any other party may incur as the result of or in the course of provision of the Services.
   
   The Customer’s sole remedy for gross negligence or wilful default by the Company is the reduction of the fee, charged or paid in relation to the Services proved to have been performed with gross negligence or with wilful default (and to have caused the loss or damage concerned), by the Company.
   
   The Company shall not be liable for any indirect, special, incidental or consequential damages, loss of revenue or profit, downtime or delay, damage to or loss or property or (to the extent permitted by law) personal injury or death, by reason of breach of warranty, contract or otherwise arising in relation to the provision of the Services.
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10. GOVERNING LAW AND JURISDICTION
    The services rendered shall be governed by Singapore Laws and the parties submit to the jurisdiction of the Courts of Singapore.
     

11. DISPUTE RESOLUTION
    The Parties shall endeavour to resolve amicably by mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force the time being, all disputes arising out or in connection with this agreement, including any question regarding its existence, validity or termination. Any such dispute not settled pursuant to the SMC Mediation Procedure within 45 days after appointment of the mediator or within such other period as the other parties may agree in writing save where it relates to debts, shall be finally settled under the rules of the Singapore International Arbitration Centre (SIAC) by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Singapore. The language of arbitration shall be in English Language.
     

12. FORCE MAJEURE
    If the performance of the Service by either Party is prevented, hindered or delayed by an circumstances beyond the reasonable control of that Party including, without limitation, war, strikes, riots, lock-out or other form of industrial action and any action of any government, judicial or legislative authority (“Force Majeure”), that Party shall be excused from such performance to the extent that it is necessarily prevented, hindered or delayed by the Force Majeure, upon such Party forthwith giving written notice thereof to the other Party of the nature and extent thereof. If either Party’s obligations are suspended by reason of the Force Majeure, the other Party will be relieved of its obligations to perform.
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13. CONFIRMATION OF TERMS
    By accepting the quotation or making payment to the invoice by D Next Stop Pte Ltd, the Client confirms that they have read, understood and agree to the terms of engagement.
     

14. RENEWAL 
    Professional service(s) defined as hourly, monthly, quarterly, half-yearly, yearly and package shall automatically be renewed for the same terms and conditions in this quotation, unless or otherwise terminated by the Customer.