The Client has requested the Firm to provide or continue to provide and to perform the Services in relation to the Client and the Company, as the case may be.
In consideration of the Firm agreeing to provide or continue to provide or to perform the Services, the Client and the Company each agree to be bound by the Firm’s Conditions.
THE FIRM’S CONDITIONS
“Firm” means PikoHANA Pte Ltd, 1 Fusionopolis Place Level #03-20 Galaxis, West Lobby Singapore 138522 and their subsidiaries and associated companies.
“Request” means the above request for the provision of Services.
“Client” means the ultimate beneficial owner(s) and/or principal(s) of the Company.
“Company” means the company to which the Firm is requested to provide the Services.
“Agreement” means the services contract signed between the Firm and the Client.
“Nominee” means any and all of the persons, firms or companies who or which is or are appointed by the Firm to perform any Services pursuant to the Request, or any substitute Nominee appointed pursuant to paragraph 13 hereof.
“Authorized Person” means the person or persons who is or are expressly authorized to give instructions to the Firm or the Nominee on behalf of the Client.
“Services” means any acts done or to be done, or services performed or to be performed, by the Firm or by any Nominee.
“Fees” means the fees and time charges incurred in respect of the Services by the Firm from time to time whether or not invoiced.
In consideration of the payment of the Fees, the Firm will provide Services by itself or by any Nominee during the period of the Agreement’s engagement. Fees are payable in accordance with the terms stated on the relevant invoice for same. The Firm shall not be required to refund any part of the Fees upon termination for any reason of the appointment of any Nominee or the provision of the Services.
The Firm shall be entitled to request payment or payments on account when it considers appropriate. The Firm shall also be entitled to invoice fees in arrears for services rendered per the terms of the Agreement.
3. ADDITIONAL CHARGES
Additional charges, and all transaction charges such as bank fees, governmental levies, duties or fines, additional usage charges in excess of the transaction threshold agreed to in the Agreement, and all other charges incurred in the course of the provision of the Services together with all disbursements and out-of-pocket expenses, may be made from time to time for or incidental to all Services performed by the Firm or any Nominee. The Firm shall be entitled to render invoices in advance in respect of any anticipated additional charges. The Firm also reserves the right to invoice the Client for additional charges per the terms in the Agreement as and when needed, in arrears at any time during the engagement or upon termination of the Agreement by either party.
4. PAYMENT OF CHARGES
Invoices for Fees and any additional charges shall be rendered in the name of the Firm or by the relevant Nominee of the Firm. Invoices may, at the request of the Client and approved by the Firm in writing, be issued to another person.
The Client undertakes to the Firm that it shall remain primarily liable for, payment of all invoices rendered by the Firm for the Services. The Client and the Company agree that the Firm shall have the right to collect payment on behalf of the Firm by debiting the credit card of the Client with prior notice to the Client or the Company. The Client and the Company agree that all Fees and charges invoiced shall be deemed accepted unless disputed within 30 days of invoice date. Any dispute by the Client shall be notified to the Firm in writing by facsimile or e -mail. All Fees and additional charges shall bear interest at the rate of 0.07% per day running from the date of the relative invoice or invoices save that the Firm may agree to waive all such interest if the Fees and charges are paid within 15 days of invoice date.
The Company and the Client acknowledge that the Firm may employ debt collection agencies to collect all amounts due and payable by the Company and by the Client to the Firm under these Conditions and the Company and the Client shall indemnify the Firm and keep the Firm indemnified, if necessary by payment in cash on demand, from and against all costs and expenses (including legal and debt collection agencies’ costs and disbursement s on a full indemnity basis) and losses and damages incurred by or on behalf of the Firm in connection with any legal proceedings taken by or on behalf of the Firm to enforce provisions of these Conditions.
In the event where any Fees or payments that are due and payable to the Firm remain unpaid, or if the Client refuses to pay Fees or payments that are due and payable to the Firm, the Firm shall be entitled, but not obliged, to suspend the Services without further notice to the Company or the Client and such suspension shall take effect and remain in full force until such time when all outstanding Fees are settled to the satisfaction of the Firm.
Instructions shall be given to the Firm in such manner as is approved by the Firm. The Firm or any Nominee is authorized to act on instructions communicated in any manner so long as the Firm reasonably believes its instructions to be those of the Client or the Company. The Firm’s or any Nominee’s instructions from the Client or Authorized Person shall be in writing or by e-mail or by facsimile transmission, if required by the Firm. Unless otherwise agreed in writing any instruction to wind up the Company or declare it dormant must be issued in writing, via email or facsimile by the Client or an Authorized Person but the Firm shall not be required to execute such instructions until all fees in respect thereof are agreed and paid in full to the satisfaction of the Firm. Nothing in this clause or elsewhere in these Conditions shall prevent the Firm from acting upon the verbal instructions of the Client or the Company, in respect of the affairs of the Company including the transfer of funds from any bank account of the Company to any person or company.
If the Firm has received no suitable or timely instructions, then the Firm shall be authorized to take such actions as it considers appropriate in the circumstances. The Firm shall not under any circumstances be liable for acting or not acting in accordance with instructions or requests or representations or documents that it considers to be genuine.
The Firm or any Nominee may at any time do or refrain from doing any act, without reference to the Client or the Authorized Person, if in its sole and absolute discretion it considers necessary, expedient or desirable to do so. The Firm or any Nominee may decline to execute or certify any document including, any document containing any representation or warranty by the Firm or any Nominee.
The Client warrants the lawfulness of all instructions given to the Firm.
The Client shall procure, and undertakes and warrants, that all acts required to be done by the Firm or any Nominee will comply with all laws affecting or binding upon the Company, the Firm, the Nominee, the Client and the Authorized Person, and that all statements and documents which the Firm or any Nominee is requested to sign are true and accurate in all respects.
The Client shall also procure, and undertakes and warrants, that all obligations to keep accounts and file all governmental or regulatory returns will be complied with and all papers and documents which are required by law to be filed with any authority will be duly filed on a timely basis and all fines incurred as a result of any late or deficient filing shall be promptly paid; and that all taxes required to be paid, as a result of the provision of Services to the Client, or as the case may be, the Company, will be duly paid.
In the event of the Company becoming insolvent the Client undertakes to be personally responsible for all debts and any taxes and duties that may be payable and to make such arrangements for due payment as the Firm may reasonably require for an orderly liquidation of the Company.
The Client undertakes and warrants that there shall be no transfer pledging or hypothecation of any legal or beneficial ownership in which the Client has any interest and to which the Services relate without the prior consent of the Firm.
In the circumstances where the Client is taking instructions from a third party the Client warrants that a full and proper check of the identity and the credentials of that third party has been affected and the Client hereby confirms the lawfulness of the purposes of the Services.
The Client undertakes and warrants that in the event that the Client or the Company is to invoice any third party for any goods, services or commission payments there is a genuine underlying transaction relating to the invoice and the goods or services have been or will be provided by the Client to that third party, and that the goods or services are provided at credible values.
In the circumstance that any third party including the Client shall be involved either directly or indirectly in the Services being performed including but not limited to any rights exercised by the said third party as an empowered attorney or director or partner then the Client warrants that all the actions taken or not taken by the said party shall be proper and lawful and shall not in any way prejudice the Firm.
The Client confirms that he understands that the Firm does not practice in jurisdictions outside Singapore and is therefore not able to advise on the regulatory or fiscal requirements of the Client in jurisdictions other than Singapore.
The Client undertakes to obtain appropriate professional advice in relation to his own fiscal reporting, taxation liabilities and other regulatory obligations in jurisdictions other than Singapore and to ensure any fiscal reporting requirements and obligations of the Company of which he is aware in jurisdictions other than Singapore are brought to the attention of the officers of the Company and the Firm.
Where the Firm arranges for the services of directors of the Company, the Firm will ensure that the Company complies with all fiscal reporting requirements and other obligations in its jurisdiction of incorporation.
Where the services of such directors are not arranged by the Firm, the reporting requirements of the Company shall not be the responsibility of the Firm and the Firm accepts no liability for such requirements unless it has specifically contracted to do so in writing.
The Client indemnifies, and shall keep indemnified, both the Firm and any Nominee against all costs, claims, demands, expenses, damages and liabilities for which the Firm or the Nominee may become liable, and against all actions, suits, proceedings, claims or demands of any nature whatsoever (including legal costs on a full indemnity basis as well after as before judgment) which may be taken or made against the Firm or the Nominee or which may be incurred or which may arise directly or indirectly by reason of the provision of or failure to provide the Services or by reason of anything done or omitted to be done in relation thereto or in connection with an instruction reasonably believed by the Firm to be given by the Client or the Company. In the event that any claim is made, and which may entitle the Firm to seek an indemnity from the Client then the Client upon receipt of notification of any such claim shall immediately inform the Firm of the full details and the Firm shall be entitled to determine whether it wishes to participate in or to control the defence of that claim.
The indemnities herein are made without prejudice to any other indemnities given by the Client or any other party.
The Client and the Company agree that the Firm may deduct or cause to be deducted the Fees from any bank account of the Client, the Authorized Person, the Company which the Firm or any Nominee is authorized to operate by its signatories or attorneys.
9. DATA PROTECTION
The Firm shall use the information that it obtains from the Client for the purpose of administering the Company, the provision of any other services to the Client and the carrying out of activities including but not limited to marketing, auditing, risk assessment, fraud and crime prevention. In administering the Company, providing any other services to the Client, the Firm, whenever it deems fit, shall share the information concerning the Client with other Firm companies, or with agents operating under confidentiality agreements. In addition, the Firm shall be entitled to disclose information about the Client to auditors, legal advisors and regulatory bodies wherever and whenever it shall deem fit.
Subject to the above and unless the Firm shall have the right or duty to disclose or is permitted or compelled to do so by law, the Firm shall not disclose any information about the Client or the Company without the prior consent of the Client, the Company or an Authorized Person.
The Client agrees that, unless and until the Firm is notified otherwise that such information is not required, the Firm may from time to time advise the Client of products and services offered by the Firm or other members of the Firm’s companies that it believes would be of interest.
10. SUCCESSORS AND ASSIGNS
Any or all the rights or obligations of the Client under these Conditions are joint and several and shall bind the legal representatives and successors of the Client. The obligations of the Client under these Conditions may not be assigned without the prior written consent of the Firm.
Any substitution by the Firm or a Nominee of another Nominee shall be deemed not to affect or to cancel any benefit owing to the Firm to the intent that the Client shall if called upon to do so, novate and meet any contractual obligation to answer such benefit without set-off or counterclaim, or for such benefit to be demanded.
The Firm may delegate the performance of this Agreement to a qualified third party as and when needed without prior consent from the Company, but the Firm will remain liable for non-performance of the Agreement or any breach of contract.
The rights of the Firm under these Conditions shall endure to the benefits of the successors and representatives of the Firm.
The Firm may vary the Fees from time to time and may also vary these Conditions by altering, adding to or deleting any or all of them, subject to the mutual consent in writing of both parties.
The Firm or any Nominee may cease performing any Services by giving one (1) month written notice, without giving any reason therefor, and the Client shall procure that all such acts are done and notices and assurances given, as may be necessary or expedient to give effect to such revocation and termination and to secure the appointment of substitute Directors, Shareholders, Company Secretary, Registered Office, Representative for the Company, or other officers as may be required. The Firm or any Nominee may require documents to be executed to give effect to the foregoing.
The Firm and the Nominee are expressly authorized to date, complete and act upon, and deal with such documents upon termination. The Client may terminate the provision of the Services by notice in writing to the Firm with effect a date as soon as practicable after receipt by the Firm of such notice. The indemnities given herein will continue with effect notwithstanding the termination of the provision of the Services.
13. COPIES OF DOCUMENTS
The Client and the Company agree that the Firm may take and retain such copies as it thinks fit of any document, record, register, correspondence or any other papers in possession of the Firm that belong in law to the Company. Any document, record, register, correspondence or other papers in possession of the Firm that do not belong in law to the Company remain the property of the Firm.
14. SERVICES NOT EXCLUSIVE
Neither the nomination of nor the provision of the Services by the Firm or any Nominee is exclusive to the Client. The Firm may act for other persons but shall not knowingly permit a conflict of interest which may adversely affect the Client. The Firm and any Nominee may without any liability terminate the provision of the Services at any time in the event of any conflict of interest possibly arising as may be perceived by the Firm.
15. JOINT AND SEVERAL LIABILITY
If the Client is more than one person – then it is the responsibility of the Client to nominate which of those persons, the Firm shall take instructions from and if no person is nominated then the Firm shall be entitled to take instructions from such of the persons as it considers appropriate. Each of those persons shall be jointly and severally liable for the obligations of the Client as stated herein and the Client hereby guarantees and ratifies the acts and instructions of such persons.
Notices may be validly given at the addresses specified in the Schedule or in the case of any party who resides outside Singapore, at the address of his agent in Singapore.
Any notice sent by facsimile or email shall be deemed served when dispatched and any notice served by personal delivery shall be deemed served when it is left at the address and any notice served by prepaid post shall be deemed served 48 hours after posting if to an address in Singapore or 10-week days (including Saturdays) after posting if to an address outside Singapore.
The Client agrees to maintain an address for service of notice in Singapore. Until notification of an alternate address in Singapore, the Client’s agent for service of notice shall be deemed completed whether or not forwarded or received by the Client.
The Client undertakes that it shall not any time during this Agreement, and for a period of 2 (two) years after the termination of this Agreement, disclose to any person any confidential information concerning the details of this Agreement, business, affairs, customers, clients or suppliers of the Company.
Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Client’s obligations under this Agreement. The Client and Company shall procure that its employees, officers, representatives or advisers to whom it discloses the Firm’s confidential information comply with this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
The Client, Company and Firm shall not use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement
18. GOVERNING LAW
The law governing these Conditions shall be the law of the Singapore and the Parties agree to submit all disputes including all questions as to the interpretation or validity of these Conditions to the non-exclusive jurisdiction of the Courts of the Singapore.
These Conditions supersede all previous agreements or understandings between the Client and/or the Company and the Firm or their representatives. In the event of a conflict between our Standard Terms and Conditions and the Agreement signed with the Client, the terms of the Agreement shall prevail.
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