1. the Website, the data transmitted to the Website, and any updates and supplements to it;
2. the related online or electronic documentation (such as any technical specifications to the users of the Website) (the “Documentation”) (if any);
3. the business administration support services that you may engage through our representatives, by email or via the Website, including but not limited to our incorporation service, registered address service, nominee director service, corporate secretarial service, accounting services, tax services, human resource services, administrative services, work pass application services and trademark registration services (collectively, the “Services” and each a “Service”),

1. These Terms take effect on the effective date stated at the top of this page (the “Effective Date”) and apply to every engagement of our Services that commences on or after the Effective Date.
2. For engagements that commenced before the Effective Date, these Terms govern all of your future dealings with us — including all instructions given and Services requested, renewed or continued — to the fullest extent permitted by law, from the earliest of: (i) the date on which you accept these Terms, including by executing our Client Onboarding and Terms Acceptance Form (the “Form”); (ii) the date falling 14 calendar days after we notify you (including by email) of these Terms or of any change to our terms of engagement, unless you object in writing within those 14 calendar days; and (iii) your next renewal of any Services, next instruction to us, or continued use of our Services following such notification, each of which constitutes your acceptance of these Terms. If you object in writing within the 14-calendar-day period, the terms previously applicable to your engagement continue to govern until the next renewal of the relevant Services, at which point we may require your acceptance of these Terms as a condition of renewal (failing which either you or we may elect not to renew the relevant Services). The terms previously applicable to your engagement continue to govern the period before these Terms apply, and nothing in this Clause affects rights or obligations accrued before that date.
3. Where you and we have entered into a written service agreement prepared by you or your advisers that remains in force (a “Bespoke Agreement”), the Bespoke Agreement prevails over these Terms in respect of the matters expressly addressed in it, and these Terms govern all matters not contemplated by the Bespoke Agreement. On any renewal or variation of the relevant engagement, we may require the Bespoke Agreement to be supplemented or replaced by these Terms (in whole or in part) as a condition of continuing the relevant Services.
4. Where your engagement includes our nominee director service, we may require the execution of the Form, including the specific acknowledgment of Clause 10.5.3(viii) (Dissolution, Authority to Apply for Striking Off, and No Response Fees), as a condition of commencing or renewing that service.

   Rationale for Clause 1.4 (Application of these Terms and Existing Engagements)

   Margin Wheeler is transitioning its client base onto these Terms. New engagements are governed by these Terms from the outset and are accepted through our Client Onboarding and Terms Acceptance Form. For existing engagements, our team will notify clients (by email) of these Terms; the Terms then govern the client’s future dealings with us to the fullest extent permitted by law from 14 calendar days after that notification (unless the client objects in writing within that period), and in any event from the client’s next renewal, instruction or continued use of our services, or earlier signing of the Form. A client who objects stays on its previous terms until the next renewal, at which point acceptance of these Terms may be made a condition of renewing. Where a client and Margin Wheeler have signed a bespoke service agreement, that agreement continues to prevail on the matters it actually addresses, and these Terms govern everything it does not contemplate. For nominee director engagements, we require the signed Form (including the specific acknowledgment of the striking-off authorisation) because those provisions may need to be evidenced to regulators.

1. As we may amend these Terms from time to time, before using our Services, please check these Terms to ensure that you understand the Terms that apply at that time.
2. You recognise and acknowledge that it is impractical and impossible for us to obtain the consent of all our clients before amending these Terms. Accordingly, we shall be entitled to unilaterally change these Terms (i.e., without obtaining your consent) to reflect changes in (i) law, (ii) best practice, or (iii) to deal with the new and/or additional features that we introduce to our Services.
3. We will use reasonable efforts to provide you with a notice of the amendments or changes to these Terms.
4. Any amendments or changes to these Terms will take immediate effect from the date of our notice of the change unless otherwise specified in such notice.
5. If you do not accept the amendments or changes, you must cease usage of our Services immediately.

1. Our Services are engaged on the basis of quotations, fee schedules or fee confirmations issued by us (each, a “Quotation”). A Quotation is accepted when you confirm your acceptance in writing, instruct us to proceed, or make payment of the quoted fees, whichever occurs first. Unless otherwise stated, a Quotation is valid for the period stated in it, and our fees are as set out in the applicable Quotation or, where no Quotation is issued, at our prevailing rates.
2. Unless otherwise stated in the relevant Quotation or invoice, our invoices are payable in full within 7 calendar days from the date of the invoice.
3. For fixed-fee Services (including our incorporation, nominee director, registered address and corporate secretarial Services), we may require payment in full before we commence work or provide, or continue to provide, the relevant Service.
4. Fees for ad-hoc corporate secretarial work and other ad-hoc corporate actions are billed at the time of your request or our acceptance of your request. Where the relevant work involves any filing or lodgement with the Accounting and Corporate Regulatory Authority of Singapore or any other authority, our receipt of full payment of the applicable fees and disbursements is a condition precedent to the filing or lodgement being made. We shall not be responsible or liable for any delay, missed deadline, penalty or other consequence to the extent attributable to your non-payment or late payment.
5. For accounting, tax, GST, payroll, financial statement preparation and related Services, we will issue a Quotation first and will generally invoice at or after the commencement of work, because the final fees can only be accurately determined once work commences and the actual transaction volume, records and scope of work are assessed by the accountant working on the matter, in accordance with Clause 3.19 (Accounting Quotations, Scope and Complexity Adjustments).

   Rationale for Clause 3.2 (Quotations, Invoicing and Commencement of Work)

   Margin Wheeler operates as a traditional corporate service provider. Clients are onboarded manually by our representatives and fees are paid by bank transfer against our invoices, rather than by payment card through an online checkout. This Clause reflects that model. It explains how Quotations are accepted, when invoices fall due, why fixed-fee matters and ad-hoc lodgements are paid before work commences or a lodgement is made (we would otherwise carry the credit risk of work performed and disbursements committed before payment), and why accounting engagements are quoted first and invoiced when work commences (the final fee depends on the actual volume and quality of the records assessed by the accountant working on the matter).

1. fees paid for any service period (including any annual or recurring Service) are non-refundable once the service period has commenced or the relevant Service has been provisioned or otherwise made available to you; or
2. fees are non-refundable once we have incurred internal time, administrative work, compliance work, preparatory work, scheduling work, manpower allocation, document or information review, liaison work or third-party costs in preparation for, or in connection with, your onboarding or any Service,

even if any Service proceeds later, is delayed, or does not proceed due to incomplete onboarding, outstanding KYC or sanctions screening, missing documents, regulatory requirements, or your decision not to continue.

1. We may carry out KYC and sanctions screening checks in connection with:
   1. your application for our Services; and/or
   2. any corporate action or appointment you request (including appointment of directors, allotting and issuing of shares to a new shareholder, or appointment of any other officers).
2. Our KYC processing fees are as follows: (i) where you engage our incorporation service, KYC processing for the entity and its initial directors and shareholders is included in our incorporation fee up to the thresholds stated in our Quotation, and additional KYC processing fees apply for each additional person or entity beyond those thresholds as stated in our Quotation (as at the date of these Terms: for each corporate shareholder from the third corporate shareholder onwards, and for each individual shareholder from the fifth to the twentieth individual shareholder); and (ii) in all other cases (including checks on any proposed new director, shareholder, beneficial owner or other officer, or where our incorporation service is not engaged), a non-refundable KYC processing fee per individual or entity is payable to us (or may be retained, if already collected) at our prevailing rate from time to time, as stated in our Quotation or otherwise notified to you (as at the date of these Terms, SGD 50). KYC processing fees cover our compliance screening costs and the administrative time spent, and are separate from any live video verification or enhanced verification process that may be required under Clause 5.8 (Identity Verification, Live Video Verification and Remote Transactions).
3. The KYC processing fee is charged for work already performed and is not refundable, even if the requested corporate action or appointment is not completed due to any regulatory restriction, system rejection or ineligibility identified by any authority (including the Accounting and Corporate Regulatory Authority of Singapore), provided this is not due to our fraud or wilful misconduct.
4. The KYC processing fee is waived only where we accept your application for the relevant Service.

For the purposes of this Clause, and without prejudice to Clause 3.2 (Quotations, Invoicing and Commencement of Work), work shall be deemed to have commenced once we have taken any step in connection with the relevant Services, including reviewing information or documents provided by you, preparing documents, conducting onboarding, carrying out compliance or administrative checks, scheduling the matter into our work plan, allocating manpower or internal resources, liaising with you or any third party, or carrying out any preparatory, administrative or internal work, whether or not any document, draft, filing, account, financial statement, tax computation, return, application or other work product has been prepared, circulated, submitted or released.

This fee compensates us for time spent on liaising with you, drafting, preparing, reviewing, scheduling, allocating resources and carrying out internal administrative or preparatory work already performed. For the avoidance of doubt, such documentation and administration fee is non-refundable and is separate from the KYC processing fee, disbursements, third-party costs, out-of-pocket expenses and any other fees payable to us under these Terms. For the avoidance of doubt, where fees for the relevant Services have already been paid, those fees remain non-refundable in full in accordance with Clause 3.3 (Non-Refundable), and nothing in this Clause entitles you to any refund of, or operates to reduce, any fees already paid. This Clause applies to enable us to recover the documentation and administration fee where fees have not been paid in full, and to evidence the basis on which fees are retained. You acknowledge and agree that, upon commencement of work, the relevant fees are earned and represent value provided to you, and that any dispute in respect of such fees is without reasonable basis.

1. In consideration of us not imposing any form of price controls and allowing you to determine your own fees to your customers, you acknowledge, agree and confirm that you shall be solely responsible in ensuring your end-customers’ cooperation with us. You further acknowledge, agree and confirm that your payment obligations under these Terms are not dependent upon your receipt of payment from your customer. Accordingly, even if you do not receive any payment from your end-customer, you shall continue to be responsible and liable for any payments of our fees.
2. Additionally, in the event that your end-customer wishes to strike off the relevant entity incorporated by us in the provision of our Services, your end-customer and you shall be jointly and severally liable for all reasonable fees and charges incurred by us.

   Rationale for Clause 3.18 (Payment Terms for Resellers Only)

   You are a reseller and you control your commercial relationship with your end-customer, including your pricing and your credit terms. We do not control whether, when or how your end-customer pays you.

   Our Services involve ongoing compliance and operational work that continues regardless of your end-customer’s payment behaviour, especially for renewal and recurring services. If we are required to bear the risk of your end-customer’s non-payment, we would need to impose additional controls and higher fees on reseller arrangements, which if we do so, will lower your margins when reselling our Services.

   Accordingly, you remain fully responsible for payment to us, and where striking-off related applications are requested, both you and your end-customer remain responsible for the associated fees, charges and disbursements.

   Illustration for Clause 3.18 (Payment Terms for Resellers Only)

   Example 1 (Non-Payment by End-Customer): You resell our nominee director package to your end-customer. The service renews for the next term and our renewal fee becomes due under these Terms. Your end-customer delays payment to you, disputes your invoice or becomes uncontactable. Even if you have not received payment from your end-customer, you remain liable to pay us the renewal fee when due.

   Example 2 (Striking Off Request): Your end-customer asks to strike off the entity and you submit the request to us (or you instruct us to proceed). You and your end-customer are jointly and severally liable for our applicable fees and disbursements for that matter, even if the end-customer does not pay you.

   Example 3 (End-Customer Uncontactable, Striking Off Recommended (ND Risk Control): You resell our nominee director service to your end-customer. During the service term or at renewal, the end-customer becomes uncontactable, for e.g., they do not respond to repeated requests for information, documents or compliance clarifications. Because our nominee director remains appointed and this may heighten regulatory and compliance exposure for us, we may recommend that the entity be struck off as a risk control measure. In such cases, you and the end-customer remain jointly and severally liable for our applicable fees and disbursements for that matter.

1. Unless we expressly agree otherwise in writing, quotations for accounting, tax, GST, payroll, financial statement preparation, management accounts and related Services are based on the transaction volume, scope of work, business structure, quality of records, availability of supporting documents, reporting requirements and other information reasonably identifiable by us at the point of quotation or onboarding.
2. If additional documents are submitted subsequently, or if the transaction volume, business activity, reporting requirements, accounting treatment or scope of work is materially different from what was disclosed or reasonably identifiable at the point of quotation, we may review and revise the quoted fees accordingly.
3. If the accounting records, source documents, schedules, reconciliations, explanations or supporting information provided to us are incomplete, inconsistent, inaccurate, unreliable, not properly organised, or require clean-up, reconstruction, rectification or additional preparatory work, we may charge additional fees for such remedial or preparatory work. Such work is separate from, and may be charged in addition to, any accounting complexity adjustment.
4. In certain engagements, additional accounting complexity may require a higher degree of professional judgment, senior oversight or audit defensibility. This may include, without limitation, related-party transactions, group structures, non-standard accounting treatment, complex revenue recognition, foreign currency or cross-border transactions, unusual balances, going concern considerations, significant estimates, audit queries or other matters requiring judgment beyond standard accounting treatment.
5. We may publish accounting complexity tiers or pricing guides on our Website or in our quotation materials. Such tiers and guides are provided as general guidance only. They do not limit our right to determine the final fees payable based on the actual records, scope, complexity, urgency and level of professional involvement required. Unless expressly stated otherwise in writing, any stated percentage uplift is indicative only and is not a fixed cap.
6. Where we identify a need for a fee adjustment, revised scope, remedial work or additional work, we will communicate this to you before implementation where reasonably practicable. If you do not agree to the revised fees, revised scope or required remedial work, we may suspend, decline or discontinue the relevant Services. Fees for work completed, work-in-progress, documentation and administration fees under Clause 3.6 (Documentation and Administration Fees for Aborted Matters), disbursements, third-party costs and out-of-pocket expenses incurred or committed up to that point shall remain payable.
7. Where additional work is required to support accountants, auditors, tax agents, government agencies, regulators, banks or other third parties, such work may be scoped and charged separately, unless it is expressly included in the original quotation.

   Guidelines for Clause 3.19 (Accounting Quotations, Scope and Complexity Adjustments)

   Our accounting complexity tiers are intended to help clients understand how accounting fees may be adjusted where additional judgment, senior review or audit defensibility is required.

   As at the date of the latest update of these Terms, the URL of our webpage containing information pertaining to Clause 3.19 is https://marginwheeler.com/accounting-pricing-guide. The webpage contains a general guide of how accounting complexity tiers affect our quotation.

   Operational work such as clean-up, reconstruction, rectification, urgent timelines or additional preparatory work is scoped separately and is not treated as an accounting complexity adjustment by itself.

1. “Intellectual Property Rights” or “IPR” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for such registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including Moral Rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, mask work rights, trading names, company names, business names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature anywhere in the world; and
2. “Moral Rights” means the non-economic rights of the author or creator of a work protected under the Copyright Act 2021, or any other applicable laws and regulations of any jurisdiction of the world, and it includes but is not limited to the right of attribution enabling such author or creator to be identified as the author or creator of the work, the right of integrity, which protects such work from any alteration, modification, distortion or other treatment in respect of such work, or any other similar rights anywhere in the world.

In connection with the foregoing, you must not modify or alter the paper or digital copies of any materials or extracts that you have printed off, downloaded or accessed in any way, and you must not use any illustrations, photographs, videos or audio sequences or any graphics separately from any accompanying text.

1. not use our Services in any way that could damage, disable, overburden, impair or compromise our operations or interfere with another individual’s rights, use or enjoyment of our Services;
2. use our Services only for the purposes that are permitted in these Terms and any applicable law, regulation or generally accepted practices or guidelines (including any of our guidelines (if any));
3. use our Services in connection with your internal purposes and not with any other commercial purpose (including reselling, white labelling or passing off our Services as your own) except with our prior written consent;
4. have the sole responsibility of protecting the confidentiality and security of the email accounts and other communication channels that you use to communicate and transact with us, which we use to identify you as our client. You agree to immediately notify us of any unauthorised use of your communication channels, or any instruction purportedly given on your behalf that was not authorised, or any breach of security of which you have become aware or should have reasonably been aware of;
5. ensure that the contact details provided to us of you or your representatives remain contactable by us and shall be responsive to our representatives, especially on matters concerning compliance with applicable laws, regulations or generally accepted practices or guidelines (including any of our guidelines (if any));
6. not provide or otherwise make available our Services in any form, in whole or in part, to any person without prior written consent from us;
7. not copy or store the Documentation (as defined above), except as part of the normal use of our Services or where it is necessary for your own personal record keeping purposes. To avoid doubt, you may not use or exploit such Documentation for any other purpose (e.g., any commercial purpose) other than for your personal use;
8. not use our Services for any illegal and/or unauthorised purpose;
9. not use our Services in any way that breaches any applicable local, national or international law or regulation;
10. abide by the reasonable instructions given by our representatives;
11. not create a link to this Website from another website or document without our prior written consent;
12. maintain a valid email address so that we may contact you regarding your account, and in the event of any changes to your email address, you shall promptly notify us of the same;
13. promptly provide us with all relevant information which may have a bearing on the Services that you are procuring from us;
14. provide us with all instructions, information, explanations and documents as may be reasonably required for us to perform our Services, including, where you engage us for accounting, tax, GST, payroll, financial statement preparation or related Services, complete and accurate accounting records, bank statements, transaction listings, ledgers, invoices, receipts, contracts, schedules, reconciliations and supporting documents reasonably required by us;
15. promptly inform us if any accounting records, source documents, schedules, reconciliations or supporting information provided to us are incomplete, inaccurate, unreliable, prepared on a different basis, pending revision, or prepared by another service provider whose work may require review, clean-up, reconstruction or rectification;
16. not provide us with any false, incomplete, outdated or misleading information, or any falsified or forged documents that are required for us to provide you with our Services;
17. not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website. This includes using (or permitting, authorising or attempting the use of): (i) any ‘robot’, ‘bot’, ‘spider’, ‘scraper’ or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our Website or any data, content, information or Services accessed via the same, and/or (ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlation;
18. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Website and the applications software and AI systems that we use in providing the Services, nor attempt to do any such things;
19. not use any conduct or behaviour, or series of similar or different conduct or behaviour, causing our officers, directors, employees or agents harassment, alarm or distress by using any threatening, abusive or insulting words or behaviour, or making any threatening, abusive or insulting words, image (moving or otherwise), message, expression, symbol or other representation that can be seen, heard or otherwise perceived by any person, or any combination of the foregoing; and
20. act in a manner that is consistent with these Terms.

1. where you are procuring our Services on behalf of a company or other recognised form of legal entity, that you have the requisite legal authority to provide us with information and instructions in the procurement of our Services;
2. you and your representatives will remain contactable and responsive on a best effort basis;
3. you and your representatives have read and understood these Terms in full, and shall use commercially reasonable efforts to comply with these Terms;
4. all information that you provide us with in the course of your use of our Services is true, accurate and up-to-date, and that we may rely on the same without the need for further verification or investigation; and
5. you maintain a valid email address so that we may interact with you regarding your use of our Services. You further represent and warrant to us that you will promptly notify us in writing of any changes to your email address.

If during the period for which our Services are engaged, you or your representatives become aware that any of your obligations under Clause 5.2 are breached by you or your representatives or any other individual, or any event shall occur or matter shall arise which your or your representatives become aware or should have been reasonably aware of that results or may result in your breach of your obligations under Clause 5.2, you and your representatives shall immediately notify us in writing setting out full details of such event and/or matter.

1. Where we are required, or reasonably consider it necessary, to conduct electronic identity verification through our appointed verification providers (for e.g., Sumsub), live video verification, or any other enhanced verification in connection with your onboarding, any Service, any filing, lodgement, appointment or corporate action, you shall fully cooperate with us (including by completing any verification link sent to you) and shall procure the cooperation of all relevant persons requested by us.
2. Without limitation, such relevant persons may include any proposed director, proposed member, shareholder, beneficial owner, controller, authorised representative, or any other person whom we reasonably require to verify for legal, regulatory, compliance, onboarding or risk management purposes.
3. You shall ensure that each relevant person requested by us:
   1. attends the live video call personally and in real time;
   2. produces all identification documents, corporate authorisations, certificates of corporate representative, signed consents, resolutions, records and supporting documents that we may request;
   3. answers all reasonable questions required for us to verify identity, authority, consent and authenticity; and
   4. does not provide false, incomplete or misleading information, use any substitute person, pre-recorded footage, altered document or artificial means to complete the verification.
4. You acknowledge and agree that we may take and retain screenshots, attendance records, notes, recordings or other evidence of any live video verification or enhanced verification process for compliance and record-keeping purposes.
5. If you or any relevant person fails, refuses or delays in cooperating with any live video verification or enhanced verification process, or if we are not satisfied with the outcome of such verification, we may, without liability to you:
   1. pause, decline, reject or refuse to proceed with the relevant application, onboarding, filing, lodgement, appointment, transaction or Service;
   2. request further information, documents or verification steps;
   3. impose additional conditions before proceeding; and/or
   4. terminate, suspend or restrict the relevant Services in accordance with these Terms.
6. Any delay, rejection, refusal, non-completion or termination arising from or relating to live video verification or enhanced verification shall not affect any fees, charges, KYC processing fees, disbursements, documentation and administration fees, or other amounts payable or non-refundable under these Terms.

   Rationale for Clause 5.8 (Live Video Verification and Remote Transactions)

   Registered corporate service providers are required to conduct enhanced verification measures where a customer is not physically present for identification purposes.

   In particular, Regulation 28 of the Corporate Service Providers Regulations 2025 of Singapore requires registered corporate service providers to take specific and adequate measures for remote transactions. For certain transactions, including incorporation, transfer of management or ownership, sale of shelf companies, and director appointments where the relevant person is not physically present, live video verification or other enhanced verification measures may be required.

   Accounting and Corporate Regulatory Authority’s Guidelines for Registered Corporate Service Providers (version 2; issued on 9 May 2025), including paragraphs 6.47 to 6.53, further explain the purpose of live video verification, the persons who may need to attend, and the need to keep proper records of the verification process.

   This Clause is therefore included because live video verification is a regulatory and compliance requirement, not an optional process imposed by us. We may be unable to proceed with the relevant onboarding, filing, appointment, transaction or Service if the required verification is not completed to our satisfaction.

1. “Indemnified Persons” means us (i.e., Margin Wheeler Pte. Ltd.), our directors, consultants, officers, agents, employees, representatives, contractors, vendors, individuals arranged by us to be appointed as a nominee director under our nominee director service, and professional advisors; and
2. “Indemnified Loss” or “Indemnified Losses” mean losses, damages, expenses (including reasonable legal fees and adviser’s and consultant’s fees), claims, demands, proceedings or liabilities.

1. your use of our Services is at your sole risk and responsibility. To the maximum extent permitted by law, in no event shall we be liable to you in contract, tort (including negligence), in equity, under statute or otherwise for any Indemnified Loss of any nature howsoever incurred or suffered by you of an indirect or consequential nature including loss of turnover, profits, business or goodwill, which may arise out of or in connection with your use of our Services, or our performance or non-performance in connection with your use of our Services (whether or not such Services were rendered with due care and skill, and whether they were reasonably fit for their purpose);
2. our Services are provided to you on an “as is” and “as available” basis, without any representations or warranties, express or implied, including without limitation, implied warranties of fitness for any particular purpose. Further, you acknowledge and agree that the availability of our Services and systems may be adjusted on a temporary basis, including for the purposes of maintenance, improvement, repairs, upgrades, special functions and holidays. Accordingly, we do not guarantee that our Services or systems will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of our Services for business and/or operational reasons. We will try to give you reasonable notice of any such suspension or withdrawal.

   To the extent permitted by law, Services are provided subject to the other exclusions, limitations, qualifications, dependencies and reliance provisions set out in these Terms, including your obligation to provide accurate, complete and timely information and documents, and our right to refuse, suspend, pause or condition the provision of any Service.

3. none of the Indemnified Persons have made any representations, warranties, covenants, agreements or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the value, nature and quality of our Services, (ii) the suitability of our Services, or (iii) any other matter regarding our Services. The entire risk as to the quality and your use of our Services remains with you. If our Services prove defective after your use, you shall assume the entire risk and Indemnified Loss of such defect;
4. we rely heavily on electronic transmissions such as email and WhatsApp to communicate with you (including our communications to you of important notices and documents). Accordingly, there are inherent risks in any form of electronic communications (such as email), such that it is impossible to guarantee the security and absolute confidentiality of such communications. Therefore, you accept the risk of disclosure or interception of such communications due to the nature of the medium based on the factors that are beyond our reasonable control. Additionally, you accept the risk and Indemnified Losses of late, incomplete or inaccurate transmissions, non-transmissions, and transmissions that may be corrupted, or which may have incorporated malicious security elements (e.g., viruses and Trojan horses);
5. we rely largely on various applications software and AI to provide our Services to you. Accordingly, there are inherent risks associated with any use of applications software and AI, such that it is impossible to guarantee that such applications software and AI will not make any errors based on the factors that are beyond our reasonable control. Where documents are circulated to you for your final review, you remain responsible for reviewing all such documents generated through our systems before use, filing or reliance and for confirming that they accurately reflect your instructions and circumstances. Therefore, you accept the risks and Indemnified Losses of the errors in or made by these applications software and AI;
6. we rely on the information and documents that you provide us with so that we are able to make available our Services to you, and we are not obliged to verify or investigate the authenticity and accuracy of such information. The responsibility to ensure that the information and documents are true, accurate and up-to-date rests completely with you. Accordingly, you accept all risks and Indemnified Losses that arise out of or in connection with our reliance on the information and documents that you provide us with; and
7. the content published on our Website or our social media account, and all our communications to you are provided to you for general information only. It is not intended to amount to advice which you should rely on. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of such content. Accordingly, you accept all risks and Indemnified Losses that arise out of or in connection with your reliance on such content.

1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation by us; or
3. any other liability which cannot be limited or excluded under applicable law.

1. you have, as determined by us at our sole and absolute discretion, been found to have breached any Clauses under these Terms (including but not limited to Clause 5 (Your Obligations)) or any other general terms and conditions imposed by us and notified to you in writing from time to time; or
2. you have failed to make payment of any fees payable to us under these Terms.

1. such termination shall be effective from the date that notice of the same is provided to you (if any);
2. you shall remain liable for any and all financial obligations incurred prior to such termination; and
3. any and all privileges accorded to you in connection with your engagement shall be forfeited with immediate effect without any refund whatsoever.

Further, we shall not be liable to you for any liabilities that you may incur as a result of such termination.

1. Unless we expressly state otherwise in these Terms, any notice or communication given by us to you under or in connection with these Terms shall be validly given when sent by email to the email address of your authorised contact or alternate contact (or any other email address provided by you for the engagement). Such notice shall be deemed received on the day of sending if sent before 6:00pm Singapore time on a business day, and otherwise on the next business day.
2. It is your responsibility to ensure that the email addresses and contact details provided to us are current and accurate, and to check your email regularly.
3. Any notice or communication from you to us shall be validly given when sent by email to [email protected] (or such other email address as we may notify you from time to time), and shall be deemed received on the day of sending if sent before 6:00pm Singapore time on a business day, and otherwise on the next business day.
4. For the avoidance of doubt, any deemed-receipt provision elsewhere in these Terms (including Clause 10.2.4) continues to apply in addition to this Clause.

1. We shall not be liable to you for any failure or delay in the performance of our obligations under these Terms (other than your obligation to pay sums when due) to the extent such failure or delay is caused by any event or circumstance beyond our reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake; war, terrorism, civil unrest; epidemic, pandemic or public health emergency; governmental, regulatory, court or law-enforcement action, including any change in law, regulation, guideline or directive; failure, outage or interruption of any third-party service, platform, cloud service, or telecommunications network; failure, outage or interruption of any utility, power or internet service; cyber-attack, malicious code or unauthorised access not attributable to a failure by us to maintain reasonable security measures; and strikes, industrial action or labour disputes (each a "Force Majeure Event").
2. Where we are affected by a Force Majeure Event, our affected obligations shall be suspended for the duration of the Force Majeure Event, and we shall use commercially reasonable efforts to mitigate its effects and to resume performance as soon as reasonably practicable.
3. If a Force Majeure Event continues for a period exceeding 60 days, either party may terminate the affected Services by written notice without liability, save for amounts properly accrued up to the date of termination.

1. If a dispute arises out of or relates to these Terms, except where urgent interlocutory relief is sought, either party must not commence any proceedings of any nature anywhere in the world in relation to the dispute, unless the following provisions are complied with.
2. A party to these Terms claiming a dispute (the “Dispute”) has arisen under these Terms must give written notice (the “Notice of Dispute”) to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
3. On receipt of the Notice of Dispute, the parties must:
   1. within 30 days of the Notice of Dispute endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which the parties may mutually agree; and
   2. if the Dispute is not resolved within 30 days of the Notice of Dispute, the parties must submit the Dispute for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Either party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 30 days thereof. Every party to the mediation must be represented by a person with authority to negotiate and settle the Dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC with the cost of such Mediator(s) being borne equally by the parties. The mediation will take place in Singapore in the English language, and the parties agree to be bound by any settlement agreement reached.
4. If the Dispute is not resolved through mediation within 60 days of the commencement of mediation at SMC, or if either party fails to participate in such mediation as required under Clause 9.9.3(ii), the parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore in relation to such Dispute.

1. By using our registered address service, you agree that:
   1. our standard registered address service consists of receiving physical mail, letters and correspondence addressed to the relevant registered address, scanning and sending the same by email to your designated email address(es);
   2. where you specifically request, and we expressly agree in writing, we may also arrange forwarding, redirection, courier or other physical handling of correspondence beyond our standard scan-and-email process (see Clause 10.2.1(i)), subject to additional administrative fees and reimbursement of all related disbursements and third-party costs;
   3. all physical mail and letters received by us, including those containing sensitive information such as bank details or PINs, will be opened, scanned and sent by email to your designated email address(es), and you agree to such opening, scanning, sending, storage and accessibility for the purpose of providing this service;
   4. any handling of correspondence by us under this service, including receipt, opening, scanning, sending, notification, forwarding, redirection, courier or other handling, shall be provided only on an administrative basis and does not include any obligation on our part to review, interpret, prioritise, escalate, respond to, or advise on the contents of such correspondence; and
   5. in the event of termination or cessation of this service, we retain the right to maintain records of previously scanned documents for a reasonable duration as required by applicable laws and regulations.
2. To avoid doubt, where you engage only our registered address service without any other Services, our role is limited to receiving mail, letters and correspondence addressed to the registered address, opening, scanning and sending the same by email to your designated email address(es), and where separately agreed in writing, arranging forwarding, redirection, courier or other handling of correspondence. This service does not include corporate secretarial services, compliance monitoring, filing support, advisory services, or any obligation to review, interpret, prioritise, escalate, respond to, or take action in relation to the contents of any mail, letter, notice or document unless expressly agreed by us in writing.
3. You shall:
   1. ensure that your designated email address(es) and the contact details provided to us remain valid, accurate and up-to-date at all times;
   2. check your email regularly for correspondence sent by us; and
   3. promptly notify us in writing of any change in your contact details, authorised contact persons or delivery instructions relevant to this service, and in any case, to notify us of such changes within 7 days from the date of such change.
4. Any mail, letter, notice or document sent by us by email shall be deemed received by you when sent, whether or not you have viewed, downloaded, opened, read or otherwise accessed it. For the avoidance of doubt, such deemed receipt applies whether or not you actually receive, read or locate the relevant email, including where such email is filtered, blocked, delayed or not reviewed by you for any reason.
5. Unless we expressly agree otherwise in writing, our registered address service does not include deadline tracking, reminder follow-ups, legal or compliance review, interpretation of correspondence, or taking any filing, response or other action on your behalf in relation to any scanned, sent or handled correspondence.
6. If you fail to comply with Clause 10.2.3, or if we are unable to send any documents to you due to issues attributable to you (including email delivery issues or inaccurate contact details):
   1. we may suspend or cease accepting, processing or sending further mail and documents under the registered address service until the issue is remedied;
   2. we may treat your non-responsiveness to our requests to remedy the issue as a material breach of these Terms in relation to the provision of our registered address service; and
   3. we may take protective steps, including termination in accordance with Clause 7.2 (Immediate Termination).
7. Where your breach of this Clause 10.2 causes additional work or cost, including re-sending, retrieval, storage beyond our usual retention practice, forwarding, redirection, courier or responding to third-party queries, we may charge reasonable additional administrative fees and recover all related disbursements and third-party costs incurred.
8. We are not responsible for any loss, penalty, deadline miss, or other consequence arising from:
   1. your failure to check your email;
   2. inaccurate or outdated contact details;
   3. any filing, response, or action that you do not instruct us to handle;
   4. your failure to review, interpret, respond to, or take action in relation to any mail, letter, notice or document sent to you, whether or not you have read or located the relevant email; or
   5. our not reviewing, interpreting, prioritising, escalating, responding to, advising on, forwarding, redirecting or otherwise handling any mail, letter, notice or document beyond our standard scan-and-email process, unless we have expressly agreed in writing to provide such additional service.

   To avoid doubt, we shall not be responsible for any consequence arising from your failure to review, respond to, act on, or otherwise deal with any scanned, sent or forwarded correspondence. You remain solely responsible for complying with your legal, statutory and regulatory obligations.

1. By using our incorporation service, you agree that:
   1. the entity will adopt, as its constitution, the model constitution for a private company limited by shares prescribed under the Companies (Model Constitutions) Regulations 2015 of Singapore, as in force at the date of incorporation;
   2. where any incorporation matter, filing, lodgement, appointment or transaction requires live video verification or other enhanced verification under Clause 5.8 (Live Video Verification and Remote Transactions), you shall procure the attendance, cooperation and timely participation of all relevant persons requested by us;
   3. for incorporations where the intended paid-up share capital exceeds SGD 50,000.00 (or equivalent), we will file the incorporation reflecting a paid-up capital of SGD 0 until you provide us with the entity’s corporate bank account statement reflecting the entity’s shareholders’ deposit of the intended paid-up capital. Once such evidence is received, we will make the necessary lodgements at an additional cost, at our prevailing rate from time to time (as at the date of these Terms, SGD 200.00), for our work done in preparing the necessary documents for lodging the call on capital. To clarify, the call on capital lodgement is not a lodgement for the increase of share capital;
   4. for incorporations with intended paid-up capital exceeding SGD 10,000.00 but does not exceed SGD 50,000.00, we are not able to rely on your declaration without further supporting evidence. Accordingly, in such cases, we will require you to provide us with (i) post-dated cheque payable to the entity or deposit slip instruction for the paid-up capital amount to be banked into the entity’s corporate bank account on its registration, and (ii) each shareholders’ personal bank statement (recent and no later than 30 days) showing the name and available balance (other transactions may be redacted), whereby the available balance must exceed the intended paid-up capital amount in respect of that shareholder;
   5. notwithstanding Clauses 10.3.1(iii) and 10.3.1(iv), we may, in our reasonable discretion, request additional supporting documents even where the intended paid-up capital is below the thresholds stated thereunder in cases whereby risk indicators are present; and
   6. where you request that any incorporation matter be completed ahead of our usual or quoted timelines, we may (in our sole and absolute discretion) offer expedited handling for an additional expedition fee, which we will inform you of at the time of your request; expedited handling remains subject to the processing and approval times of the Accounting and Corporate Regulatory Authority of Singapore, banks and other third parties, which are outside our control, and is not a guarantee of completion by any particular date.

      Rationale for Clauses 10.3.1(iii) and 10.3.1(iv) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

      These Clauses manage the regulatory and compliance risks that arise when a company is incorporated with a higher stated paid-up capital.

      Under Singapore law, paid-up capital represents share capital that shareholders have agreed to subscribe for, and the relevant entity’s filings should reflect information that is accurate and supportable. Where a high paid-up capital is stated without credible evidence that the funds have been, or will be, properly injected into the relevant entity’s corporate bank account, the directors (and the relevant entity) may face increased regulatory risk exposure, including risks relating to false or misleading declarations and recordkeeping expectations (see Section 401(2A) of the Companies Act 1967 of Singapore).

      Accordingly:

      • where the intended paid-up capital exceeds SGD 50,000, we will incorporate the entity with SGD 0 paid-up capital first and only lodge the call on capital after we receive objective evidence (see Clause 10.3.1(iii) above), so that filings align with actual funding, and we can document the basis for the lodgement; and
      • where the intended paid-up capital exceeds SGD 10,000 but does not exceed SGD 50,000, we require additional supporting documents (see Clause 10.3.1(iv) above) to support that the stated capital is realistic and can be funded.

      These controls protect the relevant entity and its directors, and allow us to comply with our internal risk management standards and our regulatory obligations as a registered corporate service provider.

      Illustration for Clauses 10.3.1(iii) and 10.3.1(iv) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

      A private company is incorporated with SGD 80,000 stated paid-up capital, but the funds are only injected about 6 months later. During that period, the public register shows a paid-up capital figure of SGD 80,000 that is not supported by objective evidence of funding. This can attract regulatory queries and outcomes such as a formal warning, and in more serious cases, enforcement action by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”). Under Section 401(2A) of the Companies Act 1967 of Singapore, a person making or authorising a false lodgement with ACRA is liable on conviction to a fine not exceeding SGD 50,000 or imprisonment for up to 2 years, or both.

      Accordingly, we require objective evidence and may stage the incorporation or require supporting documents, so the filings align with the funding position and are supportable.

      Guidelines for Clauses 10.3.1(iii) and 10.3.1(iv) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

      To avoid delays and additional document requests, we recommend the following approach:

      1. Start with a modest paid-up capital at incorporation

         For most startups and holding companies, SGD 1 to SGD 10,000 is usually sufficient at the point of incorporation.

      2. Increase paid-up capital only after the corporate bank account is opened.

         If you intend to have a higher paid-up capital, it is usually more practical to (a) incorporate first, (b) open the corporate bank account, then (c) increase paid-up capital after you can deposit the funds and provide the bank statement as objective evidence that funds have been injected into the company.

      3. If you still want paid-up capital above SGD 10,000 at incorporation, be prepared to provide the supporting documents (see Clause 10.3.1(iv) above).
      4. If intended paid-up capital amount exceeds SGD 50,000, expect incorporation to be filed with SGD 0 first, where we will only lodge the call on capital after you provide the corporate bank statement showing the deposit, and we will charge the applicable administrative fee for the call on capital lodgement. [Note: this is not the same as an increase in share capital lodgement as the documents required are different.]
2. You acknowledge that the conditions set out in Clauses 10.3.1(iii) and 10.3.1(iv) form part of our internal risk management and customer due diligence processes. You agree to provide all information and documents that we may reasonably request to verify the source and availability of funds for the declared paid-up capital. If you fail to do so, we may refuse to proceed with the incorporation, impose additional conditions at our discretion or require you to reduce the initial paid-up capital to a level that we consider acceptable.

   To avoid doubt, our acceptance of your incorporation request and any filing position (including any stated paid-up capital) is conditional on our receipt of information and documents we reasonably request. If information or documents are incomplete, inconsistent or not provided within a reasonable time, we may pause the matter, decline to proceed or proceed only on a basis we consider acceptable (including filing with a lower paid-up capital or SGD 0 paid-up capital, and completing follow-up lodgements only after satisfactory evidence is provided). We will not be liable for any delay, rejection or adverse outcome arising from your failure to provide accurate, complete and timely information or documents.

1. By using our corporate secretarial service, you agree that:
   1. all secretarial records of the entity will be maintained in softcopy and physical records (if any) will be discarded except for original share certificates, deeds, or any other document that must be maintained in a physical form for effectiveness and validity under applicable laws;
   2. where you make a request to us (whether by email or through our representatives) for any corporate secretarial matter, we will acknowledge that we have received and are reviewing your request. Your request constitutes an offer to us and is subject to our acceptance, in our sole and absolute discretion, and we will confirm any acceptance to you in writing (including by issuing our Quotation or invoice for the matter, or by email);
   3. our corporate secretarial service is provided on a single-tier basis and comprises, for each annual service period, the following scope of routine corporate secretarial work:
      1. the provision of a named company secretary, including the lodgement with the Accounting and Corporate Regulatory Authority of Singapore of the appointment of the named secretary;
      2. the preparation and arranging of the entity’s annual return filing with the Accounting and Corporate Regulatory Authority of Singapore, which forms part of the recurring corporate secretarial scope; applicable filing fees, government disbursements and any other charges remain chargeable in accordance with our prevailing Quotation or pricing from time to time (as at the date of these Terms: where you engage our financial statement services, we absorb our professional filing fee and charge only the ACRA filing disbursement, currently SGD 60; where you do not, our annual return filing fee is SGD 150, inclusive of that disbursement);
      3. where we provided (or are providing) our incorporation service for the entity, the preparation of the entity’s first board meeting resolutions and the issuance of the entity’s share certificates; where we take over as corporate secretary from another provider and the entity’s records are incomplete, remediation work is chargeable in accordance with Clauses 10.4.6(ii) and 10.4.6(iv);
      4. assistance with the entity’s application to open its first corporate bank current account, it being acknowledged that the approval and opening of any account is at the relevant bank’s sole discretion and is not within our control, and that we do not guarantee that any account will be opened;
      5. the updating of the entity’s minutes book and share register book, and the setting up and maintenance of the register of registrable controllers and, where applicable, the registers of nominee directors and nominee shareholders;
      6. the preparation of minutes and resolutions for the entity’s annual general meeting; and
      7. automated filing reminders;
   4. any corporate action or corporate secretarial matter outside the scope described in Clause 10.4.1(iii) above (including ad-hoc directors’ resolutions, share transfers, share allotments and other lodgements) is treated as an ad-hoc engagement: we will quote our professional fees and disbursements for the relevant matter, fees are billed at the time of your request or our acceptance of it, and any filing or lodgement is subject to our receipt of full payment in accordance with Clause 3.2 (Quotations, Invoicing and Commencement of Work);
   5. we have the right to unilaterally amend and modify our template secretarial documentation without prior notice;
   6. you shall provide, in a timely manner, all information, explanations and supporting documents that we may reasonably request to process and carry out any corporate action, including to satisfy our internal compliance procedures and any applicable legal or regulatory requirements;
   7. where any corporate secretarial matter, corporate action, filing, lodgement, appointment or transaction requires live video verification or other enhanced verification under Clause 5.8 (Live Video Verification and Remote Transactions), you shall procure the attendance, cooperation and timely participation of all relevant persons requested by us;
   8. if you do not comply with our requests under Clause 10.4.1(vi), we may decline to accept your request under Clause 10.4.1(ii) and will not be obliged to prepare, lodge, file or complete the relevant corporate action. We shall not be liable for any delay, failure to meet any deadline, penalty or loss arising from such rejections to carry out your request in these circumstances;
   9. where you (or any of your representatives or third parties acting for you) make any filing, lodgement or submission in relation to the entity directly with the Accounting and Corporate Regulatory Authority of Singapore (including via Bizfile+) without our involvement, you shall notify us in writing within 5 business days and promptly provide us with all relevant supporting documents and details (including copies of the documents lodged (if any)) so that we may update and maintain the entity’s corporate secretarial records accurately;
   10. you may request for other types of directors’ resolutions subject to you accepting our fees that may be quoted to you on your request. To clarify, these fees are quoted based on anticipated time spent and complexity;
   11. where you request any ad-hoc directors’ resolution or other non-standard secretarial documentation that is subject to our quoted fees under Clause 10.4.1(x), the following shall apply:
       1. the first round of amendments requested by you after we issue the first draft shall be provided at no additional charge;
       2. the second round of amendments shall be charged at 50% of the original quoted fee; and
       3. the third and each subsequent round of amendments shall be charged at 100% of the original quoted fee per amendment round; and
   12. where you request that any corporate secretarial matter be completed ahead of our usual or quoted timelines, we may (in our sole and absolute discretion) offer expedited handling for an additional expedition fee, which we will inform you of at the time of your request; expedited handling remains subject to the processing and approval times of the Accounting and Corporate Regulatory Authority of Singapore and other third parties, which are outside our control, and is not a guarantee of completion by any particular date.

       For the purpose of this Clause 10.4.1(xi), an “amendment round” means each set of further changes, comments, mark ups, revised instructions, or updated drafting requests received from you after we issue a draft or revised draft, whether arising from changes to your instructions, internal discussions, commercial negotiations or changes in the underlying factual matrix.

       Rationale for Clause 10.4.1(xi) (Amendment Rounds for Ad-Hoc Resolutions)

       Ad-hoc resolutions and non-standard secretarial documentation are often more complex than routine matters, thus, requiring more time and judgment. Our quoted fee is based on the original scope and assumed level of drafting work. Where repeated amendment rounds are requested, the time spent reviewing comments, taking instructions, revising drafts and re-checking the underlying position can increase significantly, especially where the factual matrix or instructions continue to change.

       This staged charging approach allows us to remain commercially fair by including an initial round of amendments, while ensuring that extensive or repeated revisions are charged separately rather than being absorbed into the original quoted fee.

       Illustration for Clause 10.4.1(xi) (Amendment Rounds for Ad-Hoc Resolutions)

       Example 1 (First Round Free, Later Rounds Charged):

       You request an ad-hoc directors’ resolution that is not covered within the annual scope (see Clause 10.4.1(iii)). We quote SGD 500 for the drafting of that resolution. After we send the first draft:

       • your first round of amendments is free;
       • if you then request a second round of amendments, an additional SGD 250 will be chargeable; and
       • if you request a third round of amendments, an additional SGD 500 will be chargeable for that round. Each further amendment round after that will also be charged at SGD 500 per round.

       Example 2 (Changing Factual Matrix):

       We quote for an ad-hoc resolution based on your original instructions. After we issue the first draft, you change the structure of the transaction or provide revised facts that require substantive re-drafting. That revised instruction may count as a further amendment round under Clause 10.4.1(xi), and the applicable additional fee will be payable.

       Guidelines for Clause 10.4.1(xi) (Amendment Rounds for Ad-Hoc Resolutions)

       To help keep costs predictable and turnaround efficient, you should provide consolidated and as-complete-as-possible instructions before we begin drafting, and use your best efforts to ensure that such instructions are settled. We recognise that changes may sometimes arise due to circumstances beyond your control, including changes in the underlying factual matrix or commercial discussions.

       To minimise unnecessary amendment charges, we recommend that you:

       • review the proposed structure internally before instructing us to draft;
       • consolidate comments from all relevant stakeholders into one set of comments for each review round; and
       • notify us promptly if there is any material change to the facts or transaction structure.

       Some ad-hoc resolutions may involve legal, regulatory or commercial issues that go beyond routine corporate secretarial work. In such cases, if you require advice on the appropriate structure, wording or legal effect of the proposed resolution, you should obtain advice from a qualified lawyer before instructing us to prepare the documents.

       Multiple piecemeal comments or revised instructions may be treated as separate amendment rounds, especially where they reflect substantive changes to the drafting, factual matrix, or original scope of work.

2. If you fail to comply with Clause 10.4.1(ix) resulting in us:
   1. being required to spend time to identify, retrieve or extract the relevant filing details or documents (including by purchasing extracts where applicable); and/or
   2. being required to spend time to review, regularise, correct or update the entity’s records,

   we reserve the right to charge you our prevailing administrative fees for such work, and you shall also bear all applicable disbursements and third-party charges (if any).

3. If you fail to comply with Clause 10.4.1(ix), we shall not be responsible or liable for any filing, lodgement or submission made without our involvement, including any error, omission, inaccuracy, delay, rejection, penalty, offence exposure or other consequence arising from or relating to such filing, and you remain solely responsible for the content, basis and accuracy of such filing and all related documents. Any work required from us to identify, retrieve, extract, review, regularise, rectify, update or otherwise follow up on such filing shall fall outside the original scope of our engagement and may be charged separately by us together with all applicable disbursements and third-party costs.

   Rationale for Clauses 10.4.1(ix), 10.4.2, and 10.4.3 (Filings without our Knowledge)

   We are named as the entity’s secretary on the public register, and we maintain the entity’s secretarial records based on instructions and documents we receive. If filings are made without our knowledge, our records may become incomplete or inconsistent, which can cause delays, rework and compliance risks during future corporate actions. These Clauses ensure we can keep records updated, and fairly allocate responsibility for filings that we did not handle.

   Illustration for Clauses 10.4.1(ix), 10.4.2, and 10.4.3 (Filings without our Knowledge)

   Example 1 (Self-Lodgement, New Shareholder, Sanctions and CSP Risk):

   Background: You lodge an allotment of shares to a new shareholder directly without KYC or sanctions screening. It was later discovered that the new shareholder is a sanctioned individual, which you were not aware of at the point of your lodgement. [Note: we conduct KYC and sanctions screening for all shareholders and directors of the entity before proceeding with lodgement.]

   Possible Consequences:

   • The entity and its officers will face serious legal and regulatory action, which will affect the entity’s existing and future banking relationships (including termination of bank accounts and refusal to open a bank account) and ongoing enforcement actions by regulators.
   • If we assess that we cannot continue serving the entity safely or compliantly, we will terminate our engagement and resign from all appointments without refund.

   Example 2 (Self-Lodgement, Incorrect Filing, Issued Shares vs Paid-up Capital):

   Background: You lodge an increase in share capital but misunderstand the difference between issued share capital and paid-up capital. The entity’s public register (i.e., business profile) becomes inaccurate.

   Possible Consequences:

   • The inaccuracy of the entity’s public register (i.e., business profile) will cause downstream issues when opening bank accounts, onboarding payment platforms, dealing with investors, vendors or completing future corporate actions.
   • Rectification of this error will require us to file a “Notice of Error” or other follow-up filings, plus preparing the supporting resolutions, documents and records to support the filing. You will be liable to us for our professional fees and all disbursements for such rectification works, including any extract fees, filing fees and administrative costs.
4. To clarify, we will offer a representative to act as the corporate secretary for your entity and be registered as a secretary on the Accounting and Corporate Regulatory Authority of Singapore to satisfy your entity’s requirements under Section 171 of the Companies Act 1967 of Singapore. This representative from our organisation will not be involved in the management or operational matters of your entities.
5. To avoid doubt, nothing in these Terms limits or detracts from our status as a registered corporate service provider or, where applicable, our role as a filing agent for transactions that we have accepted to handle in accordance with these Terms.
6. Additional Terms Applicable to Takeover Entities
   1. This Clause applies where we are appointed as the corporate service provider for an existing entity (a “Takeover Entity”).
   2. Where we are appointed for a Takeover Entity, you acknowledge, agree and confirm that our quoted fees and timelines are premised on the baseline assumptions that:
      1. the Takeover Entity’s corporate secretarial records, registers, resolutions and statutory filings are maintained accurately and are capable of being relied upon (whether maintained by you, your prior corporate secretary or any other person); and
      2. the Takeover Entity is not in existing default of any statutory or regulatory obligation (including but not limited to annual return filings, maintenance of registers and any filing or statutory obligations that apply to the Takeover Entity).
   3. You shall promptly disclose to us in writing as soon as practicable, and provide supporting documents and full details of, any known or suspected:
      1. gaps, inconsistencies, inaccuracies or missing records in the Takeover Entity’s corporate secretarial records; and
      2. existing defaults, late filings, penalties, outstanding notices, queries, warnings, compositions or enforcement action by any authority.
   4. If, in our reasonable opinion, the baseline assumptions in Clause 10.4.6(ii) above are not met, you agree that:
      1. we may require remediation work before we accept or proceed with any corporate action request;
      2. we may charge reasonable professional fees, administrative fees and disbursements for record reconstruction, rectification filings (including any notice of error where applicable), and compliance remediation (collectively, the “Clean-Up Fees”); and
      3. unless we agree otherwise in writing, Clean-Up Fees are payable in advance before we commence such remediation work.
   5. If you fail to disclose, cooperate or provide documents reasonably in accordance with Clause 10.4.6(iii), we may, in our sole discretion, refuse to accept instructions, suspend all Services, or terminate our engagement in accordance with these Terms.
   6. For a Takeover Entity, you remain solely responsible for all historical records and compliance position of the entity. We are not liable for any loss, penalty, interest, composition sum, investigation, enforcement action or adverse consequences arising from any historical inaccuracy, omission or default that occurred before we accept the relevant instruction in writing.

      Rationale for Clauses 10.4.6(ii) to 10.4.6(vi) (Baseline Assumptions, Records Integrity and Remediation)

      When we take over an existing entity, we do not control how the entity was administered before our appointment. Our quoted fees for routine corporate secretarial services assume that the entity’s statutory records and filings are broadly in order, and that there are no hidden historical issues requiring investigation, reconstruction or rectification.

      If records are incomplete or the entity is already in default, remediation often requires us to expend significant amounts of effort, additional time, additional filings and more extensive correspondence, including with authorities and prior service providers. This creates work that falls outside standard processing and cannot be priced sustainably on the same basis as other compliant entities.

      Accordingly, these provisions (a) require early disclosure, (b) allow us to charge for necessary clean-up work and (c) clarify that the client remains responsible for historical issues.

      Illustrations for Clauses 10.4.6(ii) to 10.4.6(vi) (Baseline Assumptions, Records Integrity and Remediation)

      Example (Improper Documentation of Past Corporate Actions):

      Background: We are appointed for a Takeover Entity. We subsequently discover that there are several lodgements without any supporting documents or records (for e.g., missing directors’ resolutions for certain corporate actions).

      Possible Consequences: As we will have to reconstruct such records, we will charge our professional fees, administrative fees and/or disbursements (if any) to regularise the Takeover Entity’s corporate secretarial records. Needless to say, this is subject to applicable laws (i.e., we will not accept any unlawful instructions to forge any documents for the purpose of regularising the Takeover Entity’s corporate secretarial records).

1. Bearing in mind the significant risks and duties undertaken by nominee directors under Singapore’s laws and regulations (for e.g., the duties imposed on directors (regardless of whether such director’s capacity is as a nominee or an executive) pursuant to the Companies Act 1967 of Singapore, it is important that if you use our nominee director services, you must comply with and procure the compliance of officers, directors (apart from our nominee director), employees or agents of the relevant company for which our nominee director is appointed (collectively, your “Representatives” for the purposes of this Clause 10.5, so that we can provide such a service to you at a competitive price and more importantly, in compliance with Singapore’s laws and regulations pertaining to the provision of such services. For more information regarding these specific terms under this Clause 10.5, feel free to reach out to enquire further.
2. Without prejudice to Clause 5.8 (Live Video Verification and Remote Transactions) and the other provisions of this Clause 10.5, the provision and continuation of our nominee director service is always subject to ongoing risk assessment, and we do not guarantee acceptance or continuance of such service.
3. By using our nominee director services, you agree to all of the following terms set out in the following:
   1. Appointment of Nominee Director
      1. You hereby agree to appoint the nominee director as recommended by us. However, in the event that you require a specific profile from the nominee director due to a legal or regulatory requirement, you will inform us of such requirement in advance, so that we are able to make the appropriate arrangements for such an appointment.
      2. You hereby agree that the nominee director is appointed for your compliance with Section 145(1) of the Companies Act 1967 of Singapore, which requires companies incorporated in Singapore to have at least one local resident director, and accordingly, this nominee director is restricted to acting in a non-executive capacity (i.e., this nominee director will not have any day-to-day managerial responsibility or duties) and shall not hold any executive powers. Notwithstanding this restriction, the nominee director shall have the discretion to refuse any request or instruction from you that may place the nominee director in a position that will contravene his statutory and/or fiduciary duties as a director or any other applicable laws that apply.
      3. You hereby agree that our nominee director shall have informational rights pursuant to the Companies Act 1967 of Singapore. Accordingly, upon our nominee director’s request for access to information about the company for which he is appointed, you shall deliver or procure the delivery of such information within a reasonable time period depending on the complexity and extensiveness of such request.
      4. You hereby agree that we or the nominee director appointed to your entity shall have the sole and absolute discretion to refuse any instructions.
   2. Onboarding and Takeover of Existing Entities
      1. Where we are appointed as the new corporate service provider and nominee director for an entity that was not incorporated by us, or where we are taking over corporate secretarial, registered address or nominee director responsibilities from another provider (a “Takeover Entity”), you acknowledge and agree that:
         1. you must promptly provide all information, explanations and supporting documents that we may request to assess the Takeover Entity’s risk profile and compliance status, including the entity’s financial statements and management accounts for the preceding 3 financial years, bank statements, major contracts, business descriptions and details of beneficial owners, controllers, and any other key persons;
         2. you must respond to our queries and follow-up questions in good faith;
         3. your request for our nominee director services remains subject to our acceptance in writing, and we may decline to accept or proceed with the Takeover Entity where information is incomplete, inconsistent or where we are not satisfied with the Takeover Entity’s risk profile under our internal risk and compliance policies; and
         4. if we accept the engagement, you remain responsible for any historical non-compliance and we may require additional remediation steps as a condition for the provision of our Services.
      2. To avoid doubt, failure to comply with this Clause is a material breach and we may terminate our Services and/or require you to appoint a replacement corporate service provider and nominee director within the timeframe stated in these Terms.
   3. Security Deposit (If Applicable)
      1. You will be required to place a refundable security deposit with us in the amount stated in our Quotation. This security deposit will be held for the duration of our service and is refundable upon the termination of our nominee director service, provided always that you are in compliance with these Terms.
      2. The security deposit will be forfeited in the event that:
         1. our reasonable efforts to contact you or the officers, directors (apart from our nominee director), employees or agents of the relevant entity for which our nominee director is appointed, have failed; or
         2. you have breached any provision of these Terms.
      3. We reserve the right to increase the security deposit amount in specific and limited circumstances, including but not limited to when the annual turnover or revenue of the relevant entity for which our nominee director is appointed exceeds SGD 1 million (or its equivalent), when the risk profile of the relevant entity is heightened by virtue of there being shareholders that are from jurisdictions under increased monitoring under the Financial Action Task Force (“FATF”) (i.e., FATF’s grey list), when the risk profile of the relevant entity is heightened by virtue of its business activity (e.g., dealing with cryptocurrency, etc.), or when the risk profile of the relevant entity is heightened for any reason whatsoever (for e.g., where a charge is registered against the relevant entity or where the relevant entity intends to register a securities or cryptocurrency trading account on any trading platform).
      4. Unless the specific and limited circumstances granting us the right to increase the security deposit pursuant to Clause 10.5.3(iii)(c) apply in your case, the security deposit required shall be the amount stated in our Quotation or, where no amount is stated, such amount as we may notify you in writing before the commencement of our nominee director service.
   4. Additional Separate Charges
      1. We reserve the right to invoice additional and separate fees for any services that fall beyond the ordinary course of business in our provision of nominee director services, i.e., if you require the appointed nominee director to sign any documents which is not typically required for the provision of nominee director service (for e.g., requiring the appointed nominee director to attend any board meetings or sign off on any resolutions or documents relating to the operations of the relevant entity, which falls outside the scope of typical nominee director services as the appointed nominee director is appointed for compliance with Section 145(1) of the Companies Act 1967 of Singapore only and not for any executive or management capacity).
      2. In relation to any attendance or assistance required in connection with the relevant entity:
         1. if the appointed nominee director is required to attend any physical meetings, collect any item or document on your behalf, or attend any court hearing, interview, meeting, inquiry, or engagement with any government authority, regulator, statutory body, law enforcement agency, or other third party in connection with the relevant entity, we reserve the right to invoice you an additional and separate fee, at our prevailing rate from time to time (as at the date of these Terms, SGD 180 per hour), in respect of the appointed nominee director’s time (which we will bill at the minimum of 1.5 hours regardless of the actual time spent by the appointed nominee director) in addition to a transport fee at our prevailing rate (as at the date of these Terms, SGD 80, round-trip transport) (i.e., at those rates, a minimum total fee of SGD 350); and
         2. where, in our reasonable opinion, it is necessary or appropriate for our Head of Legal and Compliance (or such other senior personnel as we may designate at our discretion) to attend together with, or otherwise assist, the appointed nominee director for the purpose of providing factual background on our engagement, our records, or the relevant entity’s compliance history, we reserve the right to invoice you an additional and separate fee for such personnel’s time at our then prevailing hourly rate, billed at a minimum of 1.5 hours regardless of actual time spent, in addition to a transport fee of SGD 80 (round-trip transport).
      3. If you require the appointed nominee director to sign any documents (for e.g., directors’ resolution, solvency statements or agreements, etc.), which falls beyond the appointed nominee director’s scope of appointment, subject to our internal risk and compliance review of the proposed document, we reserve the right to invoice you an additional and separate fee representing the risk premium.
      4. To avoid doubt, nothing in this Clause 10.5.3(iv) (Additional Separate Charges) shall be construed as requiring us or the appointed nominee director to sign, execute, approve, endorse, witness, attend to, or otherwise participate in any document, resolution, filing, transaction or corporate action. We (i.e., both Margin Wheeler and the appointed nominee director) reserve the right, in our sole and absolute discretion, to refuse to act on, support or comply with any request or instruction (whether in whole or in part), including where we consider that the request or instruction: (I) falls outside the scope of routine statutory compliance (e.g., filing of the relevant entity’s annual returns); (II) increases our or the appointed nominee director’s risk exposure; (III) may contravene any applicable law, regulation, professional or internal risk and compliance policy, or (IV) is not supported by information and documents reasonably requested by us.

         Rationale for Clause 10.5.3(iv) (Additional Separate Charges)

         The appointed nominee director is engaged solely to meet the local resident director requirement and to support statutory compliance. Where the appointed nominee director is required to attend meetings, hearings, interviews, inquiries, or other engagements in connection with the relevant entity, or where Margin Wheeler’s senior personnel must attend or assist in connection with such matters, this involves additional time, operational resources, and increased risk exposure beyond the ordinary scope of nominee director services.

         Similarly, where the appointed nominee director is instructed to sign documents that go beyond routine statutory compliance, or documents that carry heightened legal duties or exposure, this requires additional internal risk and compliance review.

         These additional charges are intended to reflect the extra time, cost, and risk involved in such matters, and to ensure that the ordinary nominee director service remains competitively priced for standard compliance support.

         Illustration for Clauses 10.5.3(iv)(b) and 10.5.3(iv)(c) – When we may impose attendance fees or risk premiums

         Example 1 (Capital Reduction and Execution of Solvency Statement):

         • Factual matrix:

         You instruct us to assist with a share capital reduction. As part of the statutory process under the Companies Act 1967 of Singapore, a solvency statement declaring the relevant entity’s solvency must be submitted to the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) and must be signed by all directors. Accordingly, you request the appointed nominee director to sign the solvency statement.

         • Brief overview of our internal processes before informing you of whether the appointed nominee director will comply with such instructions:

         Step One: We will request from you all information and supporting documentation relevant to the matter. [Note: We may request for additional documents after review of the initially submitted documents.]

         Step Two: Upon receipt of all requested information and supporting documentation, we will conduct an internal risk and compliance review of the same and discuss with the appointed nominee director on (a) whether the proposed instructions represents too large a risk exposure such that we should refuse such instructions; and (b) if the risk exposure may be mitigated with any additional conditions or terms (for e.g., increase in security deposit amount) that must be imposed on the relevant entity or any additional risk premium charges payable by the relevant entity.

         Step Three: After completing the review in Step Two, we will either inform you that the risk exposure is too large for us to undertake and refuse your instructions or if we, in our sole discretion, find that the exposure is manageable, we will provide you with a letter of instructions that will be drafted by us to be signed by you detailing the (a) instructions to us and the appointed nominee director, (b) the additional conditions and terms that you must comply with (for e.g., increasing the security deposit amount), and (c) any additional risk premium charges that are payable to us and the appointed nominee director.

         Example 2 (Signing of Operative Agreements or Any Other Documents):

         • Factual matrix:

         You request the appointed nominee director to sign any agreement, declaration, confirmation letter or other document that is not a routine document required for statutory compliance (for e.g., filing of the relevant entity’s annual returns or registration of a corporate bank account).

         • We will undertake the steps as stated in Example 1 above, including requesting supporting documents, conducting an internal risk and compliance review, and either refusing the instruction or, if the exposure is considered manageable, issuing a letter of instructions setting out the applicable conditions and additional risk premium charges.

         Example 3 (Court Attendance or Regulatory Engagement Requiring Margin Wheeler’s Internal Support):

         • Factual matrix:

         The relevant entity has failed to comply with certain statutory or regulatory obligations, for e.g., failure to file corporate taxes, failure to make CPF contributions, or other compliance defaults. As a result, the appointed nominee director is required to attend court or a meeting, interview, inquiry, or engagement with a regulator, authority, or other third party in connection with the relevant entity.

         • Brief overview of our internal processes before informing you of the applicable attendance fees and support requirements:

         Step One: We will review the relevant notice, summons, correspondence, or other documents relating to the matter, and request from you any further information and supporting documentation necessary for us to understand the factual background and the relevant entity’s compliance history.

         Step Two: We will assess whether it is necessary or appropriate for our Head of Legal and Compliance (or such other senior personnel as we may designate) to attend together with, or otherwise assist, the appointed nominee director, having regard to the factual complexity of the matter, our role in the engagement, and the need to explain our records or compliance framework.

         Step Three: We will inform you of the applicable attendance fees and charges, including: (a) the appointed nominee director’s time at our prevailing rate (as at the date of these Terms, SGD 180 per hour), billed at a minimum of 1.5 hours, plus a transport fee at our prevailing rate (as at the date of these Terms, SGD 80, round-trip transport); and (b) where applicable, our Head of Legal and Compliance’s time at our then prevailing hourly rate, billed at a minimum of 1.5 hours, plus a transport fee of SGD 80 (round-trip transport).

   5. Mandatory Conditions
      1. You acknowledge and agree that our provision of nominee director services is conditional upon the following requirements being satisfied at all times during the service period:
         1. you and your Representatives (i.e., all relevant contact persons, shareholders, directors and officers of the entity) must remain reachable and contactable by us and the appointed nominee director, and you must promptly, and in any case within 7 days, notify us in writing of any changes to such contact details;
         2. the entity must engage our accounting services for the preparation of financial statements and related filings if the entity is not audited;
         3. the entity must continuously provide us on a monthly basis, its monthly bank statements by sending the same to us on the 15th of the following month;
         4. the entity must comply with all applicable laws and regulations, and operate its business in compliance with such applicable laws and regulations;
         5. the entity must engage and maintain our corporate secretarial service; and
         6. the entity must engage and maintain our registered address service, which will be provided in accordance with these Terms and Clause 10.2.
      2. If any of the conditions above are not satisfied, or ceases to be satisfied, we may, in our sole and absolute discretion, refuse to act on any instruction, suspend the nominee director service, and/or terminate the nominee director service in writing. Any such action is without prejudice to our rights to charge applicable fees, impose no response fees, and take steps to protect our nominee director and comply with applicable laws and regulations.

         Rationale for Clause 10.5.3(v) (Mandatory Conditions)

         A nominee director appointment is a high-risk, duty-bearing appointment under Singapore law. Our nominee director must be able to discharge statutory and fiduciary duties responsibly, and we must be able to support and protect the nominee director through proper oversight, documentation and ongoing monitoring.

         Accordingly, these mandatory conditions exist to ensure that (a) the entity and its key persons remain contactable so queries, notices and issues can be addressed promptly, (b) the entity’s financial statements and filings are properly prepared and kept up-to-date, (c) bank activity is monitored through timely access to monthly bank statements to identify and manage compliance concerns early, (d) the entity operates in compliance with all applicable laws and regulations, and (e) official correspondence and regulatory notices can be reliably received and managed through a controlled registered address arrangement.

         These conditions assist us in mitigating the risk of regulatory breaches, delays and unmanaged exposure for us and the nominee director, and allow us to provide nominee director services at our competitive rates in a sustainable and compliant manner.

   6. Representations and Warranties
      1. By using our nominee director service, you hereby represent and warrant to us on behalf of yourself and your Representatives (i.e., the account holder, your contact person, the relevant entity’s shareholders and directors (except for the appointed nominee director)), that each of the warranties set out below is, as of the date of engagement of our nominee director services, true, accurate, up-to-date and not misleading in any respect, and will be true, accurate, up-to-date, and not misleading during the period for which we are providing our nominee director service to you:
         1. all of your accounts will be maintained in proper order by having it audited, and if it is not audited, you will engage our accounting services for the preparation of accounts;
         2. you will engage our registered address service and will authorise us to open all letters (including letters from banks and government agencies) regardless of its sensitivity;
         3. you and your Representatives will comply with all applicable laws and regulations, and operate your business in compliance with such applicable laws and regulations;
         4. you will continuously provide us on a monthly basis, your monthly bank statements by sending the same to us on the 15th of the following month (for e.g., your bank statements for January shall be provided to us on or before 15th February);
         5. you will seek our approval before registering a new bank account, provided always that we will not unreasonably withhold such approval unless we have reasons to suspect that such an action is not for a lawful or legitimate purpose, or where we have reasons to suspect that this action is not approved by other directors;
         6. you will keep us updated with the contact information of you or your Representatives, so that we are able to contact you and your Representatives. If we are unable to contact you despite our reasonable efforts to do so, we may be left with no other alternative but to consider the possibility that the relevant company has been abandoned, and exercise our rights in accordance with these terms and to the laws and regulations of Singapore;
         7. you and your Representatives will remain contactable by us (and our nominee director);
         8. you and your Representatives will give us your best efforts in cooperating with us on all relevant matters, so that we are able to ensure your compliance with Singapore laws and regulations; and
         9. you will do all things, including executing all documents (including, but not limited to, the indemnity letter in favour of us and the appointed nominee director), that we may reasonably require for the purpose of us providing you with this service.
      2. Each warranty qualified by awareness refers to the warrantor’s actual knowledge and the knowledge he/it would have had if the warrantor had made reasonable enquiries of all relevant persons (such as the Representatives).
      3. Each warranty is to be construed independently and, except where these Terms provide otherwise, is not limited by any provision of these Terms or another warranty.
      4. If during the period for which our nominee director service is engaged, you or your Representatives become aware that any of the warranties hereunder was untrue, inaccurate, outdated or misleading in any respect, or any event shall occur or matter shall arise of which you or your Representatives become aware which results or may result in any of the warranties being untrue, inaccurate, outdated or misleading in any respect, you and/or your Representatives shall immediately notify us in writing setting out full details of such event and/or matter.
      5. If you or your Representatives are in breach of any of the applicable warranties, then we shall be entitled (in addition to and without prejudice to all other rights or remedies available to us including the right to claim damages) by notice in writing to you to terminate our provision of this nominee director service. Any failure by us under this provision shall not constitute a waiver of any other rights arising out of any breach of any warranty.
   7. Indemnity, Advance Funding and Reimbursement for the appointed Nominee Director
      1. To the fullest extent permitted by law, the provisions contained in Clause 6 (Waiver and Release, Limitations of Liability, Indemnity) shall apply to the appointed nominee director in a similar manner as it applied to us.
      2. In this Clause, “Nominee Director Losses” means any fine, penalty, composition sum, summons, regulatory payment, late filing fee, enforcement cost, urgent payment, legal cost, professional fee, administrative cost, disbursement or other amount imposed on, levied against, demanded from, paid by, payable by, incurred by, or reasonably expected by us to be payable by us and/or the appointed nominee director in connection with the relevant entity, including any amount arising from or relating to any filing default, tax default, CPF default, statutory non-compliance, regulatory query, enforcement action, summons, investigation, late filing, late payment, non-response, inaccurate information, missing documents, or failure by you or your Representatives to comply with these Terms or applicable laws.
      3. You shall indemnify and keep indemnified us and the appointed nominee director against all Nominee Director Losses, and shall, upon our request or invoice, pay, fund in advance or reimburse us and/or the appointed nominee director for all Nominee Director Losses, whether or not such amounts have already been paid by us or the appointed nominee director, except to the extent that such Nominee Director Losses arise directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.
      4. Any amount payable under this Clause shall be paid by you within 3 business days from the date of our request or invoice, or such shorter period as we may reasonably specify where required by the applicable payment deadline, regulatory deadline, urgency of the matter or risk of escalation. We may, without prejudice to our other rights and remedies, apply any security deposit, credit balance or other amount held by us towards such payment, advance funding, reimbursement or indemnity obligation.
      5. You acknowledge and agree that we and/or the appointed nominee director may, in our sole discretion, take any step that we consider necessary or appropriate to protect us and/or the appointed nominee director, including engaging lawyers or professional advisers, making urgent payments, responding to regulators or authorities, attending court or regulatory engagements, settling, compounding, appealing, mitigating or otherwise handling any matter connected with the relevant entity. You shall not dispute your payment, advance funding, reimbursement or indemnity obligation on the basis that the matter should have been handled differently, except to the extent that the relevant Nominee Director Losses arise directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.
      6. Your obligations under this Clause shall survive the expiry or termination of the relevant Services, these Terms and/or the appointed nominee director’s appointment.
      7. This Clause is cumulative and without prejudice to any other indemnity, reimbursement right, security deposit right, termination right, claim for damages or other right or remedy available to us or the appointed nominee director under these Terms, at law or in equity.

         Rationale for Clause 10.5.3(vii) (Indemnity, Advance Funding and Reimbursement for the appointed Nominee Director)

         The appointed nominee director is appointed to satisfy the local resident director requirement and does not manage the entity’s day-to-day operations. However, as a registered director, the appointed nominee director may still receive summonses, regulatory notices, fines, penalties, composition offers, enforcement correspondence or other regulatory action in connection with the entity’s statutory, tax, employment, CPF, filing or other compliance obligations.

         This Clause clarifies that such amounts remain the client’s responsibility where they arise in connection with the relevant entity, except where they arise directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.

         This Clause also allows us to require advance funding or reimbursement where urgent payment, legal support, regulatory engagement or other protective action is required. This is important because we may need to act quickly to protect the appointed nominee director before there is time to obtain the client’s prior approval or before Margin Wheeler has made payment first.

         This allows Margin Wheeler to keep nominee director fees commercially sustainable while protecting the appointed nominee director from bearing costs arising from the entity’s non-compliance.

         Illustrations for Clause 10.5.3(vii) (Indemnity, Advance Funding and Reimbursement for the appointed Nominee Director)

         Example 1 (Corporate Tax Filing Default, IRAS Summons or Penalty)

         • Factual matrix:

         The relevant entity fails to comply with its corporate tax obligations, including failure to prepare accounts, file corporate tax returns, respond to IRAS queries, or provide us with the documents and information needed for tax compliance. As a result, IRAS issues a summons, composition sum, penalty, fine, notice or other enforcement correspondence involving the relevant entity and/or the appointed nominee director.

         • Result:

         You must indemnify us and/or the appointed nominee director against such amounts, and must pay, fund in advance or reimburse us and/or the appointed nominee director for such amounts within the period stated in our request or invoice, except to the extent that the amount arises directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.

         Example 2 (Court Attendance or Regulatory Engagement Requiring the Appointed Nominee Director’s Attendance)

         • Factual matrix:

         The relevant entity fails to comply with certain statutory or regulatory obligations, for example, failure to file corporate taxes, failure to file annual returns, failure to make CPF contributions, failure to respond to regulatory correspondence, or other compliance defaults. As a result, the appointed nominee director is required to attend court or attend any meeting, interview, inquiry or engagement with a regulator, authority, law enforcement agency, statutory body, court, tribunal or other third party in connection with the relevant entity.

         • Result:

         You must pay the applicable attendance fees and support charges under Clause 10.5.3(iv), and must indemnify us and/or the appointed nominee director against, and pay, fund in advance or reimburse us and/or the appointed nominee director for, any amounts falling within Clause 10.5.3(vii), except to the extent that the relevant amount arises directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.

         Example 3 (Urgent Payment or Regulatory Settlement to Protect the Appointed Nominee Director)

         • Factual matrix:

         A regulator, statutory body, law enforcement agency, court, tribunal or other authority issues a notice, summons, composition offer, payment demand or other correspondence in connection with the relevant entity. The matter requires urgent action to avoid escalation, preserve appeal options, prevent further enforcement action, or reduce exposure against the appointed nominee director.

         • Result:

         We and/or the appointed nominee director may, in our sole discretion, take such steps as we consider necessary or appropriate, including engaging lawyers or professional advisers, making urgent payments, responding to regulators or authorities, settling, compounding, appealing, mitigating or otherwise handling the matter. You must indemnify us and/or the appointed nominee director against such amounts, and must pay, fund in advance or reimburse us and/or the appointed nominee director within the period stated in our request or invoice. You may not dispute the payment obligation on the basis that the matter should have been handled differently, except to the extent that the amount arises directly from our fraud or wilful misconduct or the fraud or wilful misconduct of the appointed nominee director.

   8. Dissolution, Authority to Apply for Striking Off, and No Response Fees
      1. If you or your Representatives are uncontactable after reasonable attempts were made, we shall be entitled to impose a ‘No Response Fee’ of SGD 200 per continuous month, or such higher amount as we may notify you in writing from time to time, to cover our time costs for on-going monitoring, our and our nominee director’s increased exposure to risk under such a scenario.
      2. You agree that such additional charges are a genuine pre-estimate of our and our nominee director’s increased exposure to risk, and that these charges are cumulative and without prejudice to any other rights or remedies available to us (including our right to dissolve the company) under these Terms, at law or in equity.
      3. In consideration of our and the appointed nominee director’s willingness to provide, and to continue providing, the nominee director service, you and your Representatives (including, for the purposes of this Clause, the relevant entity and each of its shareholders) hereby authorise, and give a standing instruction to, us and the appointed nominee director to prepare, sign and lodge, for and on behalf of the relevant entity, an application to strike the relevant entity’s name off the register under Section 344A of the Companies Act 1967 of Singapore, and to prepare, sign and lodge all documents ancillary to such an application (including lodgement through our authorised staff or registered filing agent via BizFile), upon the occurrence of any one or more of the following (each a “Striking-Off Trigger”):
         1. you or your Representatives are or become uncontactable after reasonable attempts have been made in accordance with the contact escalation steps described in the Guidelines to this Clause;
         2. any fees, disbursements or other sums payable to us remain unpaid after the deadline stated in a final written notice from us demanding payment and stating that we may proceed with a striking-off application (a “Final Notice”), which deadline will be not less than 14 days from the date of the Final Notice;
         3. we are unable to complete or maintain the customer due diligence, ongoing monitoring or other checks that we are required to perform under applicable laws and regulations (including the Corporate Service Providers Act 2024 of Singapore and its subsidiary legislation); or
         4. the continuing default, inaction or non-cooperation of you or your Representatives exposes, or is reasonably likely to expose, us or the appointed nominee director to a breach of statutory duties, regulatory action or other legal liability.
      4. We and the appointed nominee director will act on the authorisation above only where: (I) a Striking-Off Trigger has occurred; (II) we have issued a Final Notice or, in the case of uncontactability, completed the contact escalation steps described in the Guidelines to this Clause, in each case stating that we may proceed with a striking-off application if the relevant default is not remedied; and (III) based on the information reasonably available to us and the appointed nominee director at the relevant time, the requirements for a striking-off application under Section 344A of the Companies Act 1967 of Singapore appear capable of being satisfied.
      5. Nothing in this Clause obliges us or the appointed nominee director to make any application, and we and the appointed nominee director retain sole and absolute discretion as to whether and when to act on the authorisation, including where a Striking-Off Trigger has occurred.
      6. You acknowledge that the striking-off process under the Companies Act 1967 of Singapore includes statutory notifications and objection periods administered by the Accounting and Corporate Regulatory Authority of Singapore, and nothing in these Terms excludes or restricts any person’s statutory right to object to a striking-off application. Our practice is that, where a shareholder, director or other genuinely interested person comes forward within the statutory process, engages with us and regularises the outstanding matters (including payment of outstanding sums and provision of outstanding information and documents), we will consider withdrawing, or not proceeding further with, the application. You agree to raise any concern regarding an intended or lodged striking-off application with us promptly so that the matter can be addressed.
      7. The authorisation and standing instruction in this Clause: (I) may be relied upon by us and the appointed nominee director without any further instruction, confirmation or signature from you or your Representatives, although where you remain contactable we may (without being obliged to) seek a case-specific confirmation in accordance with our internal procedures; (II) may be documented and retained by us, and produced to the Accounting and Corporate Regulatory Authority of Singapore or any other authority, regulator or court as evidence of the authority under which any application or lodgement was prepared or made, and you consent to such disclosure; and (III) may be revoked by you only by written notice to us, in which case we may treat such revocation as grounds to terminate the nominee director service in accordance with these Terms, and any revocation does not affect any application already prepared or lodged, or any step already taken, before we receive such notice.
      8. Our fees and all disbursements (including filing fees payable to the Accounting and Corporate Regulatory Authority of Singapore) for preparing and lodging any striking-off application and ancillary documents are payable by you, and we may apply any security deposit, credit balance or other monies held by us towards such fees and disbursements and any other outstanding sums. This Clause survives the expiry or termination of these Terms, the Services and the appointed nominee director’s appointment, and continues to apply for so long as the appointed nominee director remains a director of the relevant entity, and thereafter in respect of matters arising during his or her appointment.

         Rationale for Clause 10.5.3(viii) (Dissolution, Authority to Apply for Striking Off, and No Response Fees)

         Margin Wheeler and the appointed nominee director must be able to reach the entity’s contact person and relevant parties promptly to meet legal and regulatory obligations, manage risk and respond to government agencies, banks or compliance queries. If the entity becomes uncontactable, Margin Wheeler and our nominee director face heightened exposure and must spend time on monitoring and escalation. The ‘No Response Fee’ compensates these time costs and the increased risk in a situation largely outside our control.

         The authority to apply for striking off in this Clause exists because a nominee director remains subject to statutory duties for as long as he or she remains a director of the relevant entity, and Section 145 of the Companies Act 1967 of Singapore restricts a company’s last remaining Singapore-resident director from resigning. Where an entity is abandoned — its shareholders and officers become uncontactable, fees remain unpaid and statutory filings cannot be completed — the appointed nominee director can be left exposed to escalating statutory and regulatory risk with no practical exit. The authorisation limbs record, in writing and at the outset of the engagement, the authority and standing instruction under which Margin Wheeler and the appointed nominee director may apply to strike the relevant entity off the register in those defined circumstances, subject to the safeguards set out in the Clause and to the statutory notification and objection process administered by the Accounting and Corporate Regulatory Authority of Singapore. This protects the entity’s stakeholders (who receive statutory notice and retain the right to object), protects the appointed nominee director, and ensures that the authority for any application can be clearly evidenced to the authorities.

         Guidelines for Clause 10.5.3(viii)(a) – Rules of Engagement for Contact Attempts

         • Who we contact?

         We will primarily communicate with the entity’s designated contact person.

         If we do not receive a response, we may escalate to other parties, including directors, shareholders and officers, using the contact details you provided.

         • What counts as a “response”?

         A response means a substantive reply that addresses our request or provides a clear timeline and the information needed for us to proceed. Auto replies, acknowledgements without action or “will revert” with no follow-up may be treated as no response.

         • What counts as “reasonable attempts”?

         Unless we decide otherwise due to urgency or regulatory risk, we will generally follow the sequence below. After completing Step 3 without any response, we will treat this as reasonable attempt for the purposes of Clause 10.5.3(viii)(a).

         Step 1 (First Attempt):

         Channel: Email to the contact person (this is considered to be the first email)

         Waiting period: 7 calendar days

         Step 2 (Second Attempt):

         Channel:

         • Email to all parties (this is considered to be the second email)
         • Message the contact person via WhatsApp (or an equivalent online messaging platform that was used to communicate with this contact person)

         Waiting period: 7 calendar days

         Step 3 (Third Attempt):

         Channel:

         • Email to all parties (this is considered to be the third email)
         • Message the contact person via WhatsApp (or an equivalent online messaging platform that was used to communicate with this contact person)
         • Call the contact person

         Waiting period: 7 calendar days

         Consequences after reasonable attempts

         If no response is received after Step 3, Margin Wheeler may (without prejudice to other rights):

         • impose the ‘No Response Fee’, accruing per continuous month we receive a response; and/or
         • take protective action, which may include termination of our Services and/or applying for striking off in accordance with the authorisation set out in this Clause, or other steps, where appropriate, to manage regulatory and risk exposure.

         Urgent cases

         Where we reasonably consider the matter urgent (for e.g., regulator deadlines, regulator queries, suspected misuse or imminent penalties), we may shorten the above waiting periods or skip steps.

         Illustration for Clause 10.5.3(viii)(a) – When the ‘No Response Fee’ applies

         Day 1: Margin Wheeler emails the contact person requesting information for compliance and ongoing monitoring

         Day 8: No response. Margin Wheeler proceeds to Step 2.

         Day 15: No response from anyone. Margin Wheeler proceeds to Step 3.

         Day 22: No response received. Margin Wheeler will treat the above as “reasonable attempts” and will charge the ‘No Response Fee’ (accruing per continuous month). Margin Wheeler may also consider protective steps including initiating a striking off application in accordance with the authorisation set out in this Clause.

   9. Termination of Nominee Director Services by Us
      1. By virtue of Section 145(1) of the Companies Act 1967 of Singapore, a company must always have one Singapore resident director. Accordingly, if we terminate the provision of our nominee director services to you for any reason whatsoever, you must appoint a new Singapore resident as your nominee director within seven days from our notice in writing informing you of the appointed nominee director’s resignation. If you do not do so, we shall be entitled to continue billing you for our nominee director services at a rate of three times our then prevailing rates. You acknowledge that this multiplied rate reflects a genuine pre-estimate of the additional cost and resources that we are required to allocate in continuing to provide such service outside the framework contemplated by these Terms, including intensified compliance and risk-management work, additional administrative handling of correspondence and regulatory engagement, the cost of allocating personnel to oversee the matter, and the operational cost of acting outside our standard service protocols pending the appointment of a replacement Singapore resident director.
      2. You further agree that such additional charges are a genuine pre-estimate of the increased risks and losses that we would suffer if you do not appoint another Singapore resident to replace our nominee director within the time frame stipulated above. These additional charges are cumulative and without prejudice to any other rights or remedies available to us under these Terms, at law, or in equity.

         Illustration for Clause 10.5.3(ix) (Termination of Nominee Director Services by Us)

         Day 0: Margin Wheeler issues a written notice to the contact person confirming the termination of Margin Wheeler’s nominee director services (the “Termination Notice”). The client’s 7-day replacement period starts from this date.

         Days 1 to 7: Client must appoint a replacement Singapore resident director within this 7-day period.

         End of Day 7: No replacement Singapore resident director has been appointed.

         Outcome:

         • From Day 8 onwards, Margin Wheeler will charge the nominee director service fee at three times the prevailing rate, accruing daily, until the replacement Singapore resident director is successfully appointed and recorded with the Accounting and Corporate Regulatory Authority of Singapore.

Clause 3.19 (Accounting Quotations, Scope and Complexity Adjustments) applies to all accounting, tax, GST, payroll and related Services. This Clause 10.6 is to be read together with, and subject to, Clause 3.19, and in the event of any inconsistency, Clause 3.19 prevails.

1. By using our accounting services, you agree that:
   1. our accounting services may include, where applicable and where engaged by you, one or more of the following:
      1. bookkeeping and preparation of management accounts, including profit and loss accounts, balance sheet, general ledger, transaction recording and verification, and bank reconciliations;
      2. preparation of financial statements, including consolidation where applicable, cash flow analysis, debtors’ and creditors’ listings, and XBRL filings for submission to the Accounting and Corporate Regulatory Authority of Singapore;
      3. preparation and filing of GST returns, including GST F5 and GST F7 returns;
      4. sampling review of your management accounts;
      5. preparation of customised financial reports or reporting outputs based on your business structure or requirements, where specifically agreed by us;
      6. general accounting support and financial analysis of an administrative and non-assurance nature, including comments, observations, reporting insights, or business-facing summaries based on the records made available to us; and
      7. assistance with GST registration and deregistration applications;
   2. our accounting services are provided based on the information, records, source documents and explanations supplied by you or on your behalf, and we are entitled to rely on the same without independent verification;
   3. you shall provide us, in a timely manner, with complete, accurate and up-to-date accounting records, source documents, bank statements, invoices, receipts, payroll information, tax information and any other information or supporting documents that we may reasonably request to perform the accounting services;
   4. you shall ensure that all information and documents supplied to us are complete, accurate, consistent, current, not misleading in any respect, and supplied in sufficient time for us to prepare the relevant accounts, returns, filings or applications;
   5. where any information, records or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late or not provided at all, we may:
      1. decline to proceed with the relevant work;
      2. prepare the relevant work based only on the information available to us, subject always to appropriate qualifications, assumptions or disclaimers;
      3. require additional time, revised timelines or additional fees; and/or
      4. suspend or terminate the relevant accounting services in accordance with these Terms;
   6. our accounting services do not include:
      1. audit services or assurance engagement work;
      2. legal advice, including advice on the interpretation or application of any law or regulation;
      3. tax advice beyond routine compliance or administrative assistance;
      4. business, investment or regulatory licensing advice;
      5. forensic review, fraud detection or investigation work; or
      6. any obligation to monitor your business on a real-time basis;
   7. where we assist with GST registration or deregistration applications, our role is limited to administrative assistance, document preparation, and submission support based on the information provided by you. You acknowledge and agree that:
      1. the ultimate responsibility for assessing whether your entity is required or entitled to register for, remain registered for, or deregister from GST rests with the entity and its directors;
      2. you are responsible for monitoring your revenue, taxable supplies, business activities, and any legal thresholds or deadlines that may trigger a GST registration or deregistration obligation;
      3. you shall promptly notify us if your business circumstances change in a manner that may affect your GST position; and
      4. we shall not be responsible or liable for any failure to register, late registration, deregistration issue, penalty, interest, surcharge or other consequence arising from incomplete, inaccurate, inconsistent, outdated, delayed, omitted or misleading information provided by you, or from your failure to seek independent professional advice where such advice is required;

         Rationale for Clause 10.6.1(vii) (GST Registration and Deregistration Applications)

         GST registration and deregistration often depend on the entity’s actual business activities, revenue profile, taxable supplies, historical position, and timing. Those matters are primarily within the knowledge and control of the entity and its directors.

         Where we assist with GST registration or deregistration, we do so based on the information and instructions provided to us. This Clause clarifies that, while we may provide administrative support and practical assistance, the ultimate responsibility for assessing whether the entity is required or entitled to register for or deregister from GST remains with the entity and its directors.

         This allocation of responsibility is appropriate because the directors are responsible for the management of the business and for ensuring that the entity complies with applicable laws and filing obligations.

         Illustration for Clause 10.6.1(vii) (GST Registration and Deregistration Applications)

         Example 1 (Failure to Inform Us of Revenue Threshold Being Met):

         • Factual matrix:

         Your entity’s taxable turnover exceeds the GST registration threshold, but you do not inform us promptly and do not provide us with the relevant revenue figures or updated business information in time. We are therefore not aware that the registration threshold has been met.

         • Result:

         The entity and its directors remain responsible for the GST registration obligation and any resulting penalties, interest or consequences. Our role as an outsourced corporate service provider does not transfer that ultimate responsibility to us.

         Example 2 (Incomplete or Inaccurate Information):

         • Factual matrix:

         You ask us to assist with a GST registration application, but the revenue information and supporting documents provided to us are incomplete or inaccurate. The application is delayed, rejected or later found to be based on incorrect information.

         • Result:

         We may charge additional fees for rework or resubmission, and we are not liable for consequences arising from the incomplete or inaccurate information provided by you.

         Example 3 (Need for Independent Advice):

         • Factual matrix:

         Your entity is carrying on activities that raise questions about GST treatment, zero-rating, exempt supplies or whether registration is legally required. Those questions depend on legal or tax interpretation beyond routine administrative support.

         • Result:

         You should obtain advice from a qualified tax adviser or lawyer. Our accounting services may assist with implementation once your instructions are settled, but we do not assume responsibility for that legal or tax determination.

   8. any general comments, reminders, practical guidance, reporting observations, financial analysis, or business-facing insights that we may provide in the course of the accounting engagement are for general informational and administrative support only. They do not constitute legal advice, tax advice, regulatory advice, audit or assurance work, investment advice, business strategy advice, or any assurance that your entity is financially healthy, fully compliant, or free from risk;

      Rationale for Clause 10.6.1(viii) (Financial Analysis, Observations and Insights)

      As part of our accounting services, we may provide practical comments, reporting observations, or business-facing insights based on the records made available to us. These can help clients better understand their financial information and spot issues for further consideration.

      However, such support is not the same as audit, assurance, legal, tax, investment, or business strategy advice. This clause clarifies that any such comments or insights are based on the records and information provided to us and are intended to support routine financial reporting and administration, not to replace specialist advice or guarantee any financial or regulatory outcome.

   9. you (i.e., the relevant entity’s directors) remain solely responsible for:
      1. the management and operation of your business;
      2. maintaining proper accounting records and internal controls;
      3. ensuring that your directors discharge their duties under applicable laws;
      4. ensuring that all returns, filings, and applications submitted on your behalf are supported by complete and accurate information; and
      5. reviewing and approving any accounts, returns, filings or applications before submission where such review or approval is requested or reasonably expected;
   10. if we identify any issue, inconsistency or matter that in our view requires clarification, correction or further review before we proceed, you shall cooperate with us promptly and fully;
   11. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing or disorganised records;
       3. historical clean-up or reconstruction work;
       4. additional reconciliations, revisions or resubmissions; or
       5. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   12. unless we expressly agree otherwise in writing, you acknowledge and agree that:
       1. our quoted fees for accounting services are based on the volume of transactions disclosed to us and the supporting accounting records provided to us at the time of quotation, on the assumption that such records are reasonably complete, organised and usable for the relevant work;
       2. once you accept our quote, our team will schedule the work in the next calendar month, and our usual turnaround time for preparation of management accounts and/or financial statements is generally 4 to 8 weeks from the first day of that next calendar month;
       3. for the avoidance of doubt, the scheduling of work, allocation of manpower, preliminary review of records and follow-up on outstanding information may constitute commencement of work for the purposes of Clause 3.6 (Documentation and Administration Fees for Aborted Matters);
       4. by way of illustration, if you accept our quote on 4 April, 15 April or 30 April, the 4 to 8 week timeline will commence on 1 May;
       5. this turnaround time is indicative only and may be affected by the completeness, quality, consistency and timeliness of the information and documents provided by you, the complexity of the entity’s records or transactions, whether the actual volume of transactions differs from what was disclosed at the quotation stage, and whether any clarification, clean-up, reconstruction, reconciliation or follow-up work is required;
       6. where you request completion within a shorter period, or where the deadline for filing annual returns or any other statutory filing requires expedited work, we may, in our sole and absolute discretion, agree to prioritise the work subject to payment of an expedition fee at our prevailing rates;
       7. unless we notify you otherwise in writing, the expedition fee for preparation of management accounts and/or financial statements shall be:
          1. 100% of the quoted fee where completion is requested within 1 week;
          2. 50% of the quoted fee where completion is requested within 2 weeks; and
          3. 30% of the quoted fee where completion is requested within 4 weeks;
       8. We shall not be liable for any delay, late filing, penalty, rejection or other consequence arising from incomplete, inaccurate, inconsistent, disorganised, outdated or delayed records or information provided by you, from any increase in the actual volume of transactions beyond what was disclosed at quotation stage, or from your failure to instruct us in sufficient time;

          Rationale for Clause 10.6.1(xii) (Turnaround Time, Quotation Basis and Expedition Work)

          Our accounting work is scheduled and priced based on operational planning and the disclosed volume of transactions. Once a quote is accepted, the matter is slotted into our accountants’ work schedule for the following calendar month. This allows us to allocate resources efficiently and maintain predictable turnaround times across all clients.

          This Clause clarifies both the basis of our quotation and when the standard 4-to-8-week timeline begins. It also makes clear that expedited completion requires reprioritisation of work and therefore attracts additional charges. This helps us remain commercially fair and operationally efficient, without passing the cost of urgent or expanded work onto other clients.

          Illustration for Clause 10.6.1(xii) (Turnaround Time, Quotation Basis and Expedition Work)

          Example 1 (When the 4 to 8 Week Timeline Begins):

          You accept our quote on 4 April 2026, 15 April 2026, or 30 April 2026. In each case, the matter is scheduled into the accountants’ work plan for May 2026, and the 4-to-8-week timeline begins on 1 May 2026, not on the date of quote acceptance.

          Example 2 (Quoted Based on Disclosed Transaction Volume):

          We request your accounting records, including bank statements, invoices and supporting documents, and quotes based on the transaction volume disclosed from those records. If the actual transaction volume later turns out to be materially higher, or if additional records are later provided which increases the scope of work, we may revise the timeline and charge additional fees.

          Example 3 (Expedition Charge):

          You accept our quote in the ordinary course, but later ask us to complete the deliverables of this service within 2 weeks because your annual return filing deadline is approaching. If we agree to prioritise the work, an expedition fee of 50% of the quoted fee will apply. We may also recommend that you apply for an extension of time with ACRA so that you may not need to incur the expedition charge.

   13. our preparation of accounts, financial statements, returns, filings or applications does not, by itself, constitute a representation or warranty by us that such documents are correct in all respects, fit for any particular purpose or free from qualification, where such correctness depends on information and records supplied by you or third parties.
2. Where we are engaged to take over accounting work from another service provider, or where historical records are incomplete, inaccurate or require reconstruction, you acknowledge and agree that our quoted fees assume that your records are broadly complete and usable. If this assumption is not met, we may charge additional fees for clean-up, reconstruction, reconciliation or regularisation work.

   Guidelines for Clause 10.6 (Accounting Services)

   To help us service you efficiently and reduce delays, you should:

   • keep your accounting records and supporting documents organised and current;
   • provide complete records and responses promptly when requested;
   • flag any unusual transactions, new business activities, or material business changes early;
   • monitor your own revenue and business developments, especially where they may affect tax, GST or regulatory obligations;
   • provide your records early and in full at quotation stage, as our quote and turnaround are based on the disclosed volume of transactions and the documents initially provided;
   • note that acceptance of the quote during a calendar month means the standard 4-to-8-week timeline will generally begin from the first day of the following calendar month;
   • treat any reporting observations or financial insights we provide as general support based on the records made available to us, and obtain separate legal, tax, audit, investment, or strategic advice where required; and
   • obtain independent legal or specialist tax advice where the matter goes beyond routine accounting compliance or administrative support.

   Where your records are incomplete, disorganised or require reconstruction, additional fees and time may be required.

   Please note that once an accounting quote is accepted, we may schedule the matter into our accountants’ work plan, allocate manpower, review the records provided, follow up on missing information and carry out preparatory work. If you later decide not to proceed after such work has commenced, Clause 3.6 (Documentation and Administration Fees for Aborted Matters) may apply. These accounting Services, including our quotations, scope and any fee adjustments, are also subject to Clause 3.19 (Accounting Quotations, Scope and Complexity Adjustments).

1. By using our tax services, you agree that:
   1. our tax services may include, where applicable and where engaged by you, one or more of the following:
      1. corporate tax compliance services, including support in relation to Estimated Chargeable Income filings, Form C / Form C-S / Form C-S (Lite) preparation and filing, tax computations, and related corporate tax submissions;
      2. review of financial statements and related accounting information for alignment with tax treatment, where applicable;
      3. tax advisory and technical support in relation to matters such as capital allowances, deductions pursuant to Sections 14 and 15 of the Income Tax Act 1947 of Singapore, foreign tax credit claims, withholding tax matters, cross-border tax matters, GST-related matters, and other related issues, where specifically agreed in scope;
      4. handling correspondence with the Inland Revenue Authority of Singapore, including queries, reviews, clarification requests, and follow-up correspondence;
      5. personal income tax compliance and related matters, including IR21 tax clearance filings and related submissions, where specifically engaged by you;
      6. ad hoc tax matters, including withholding tax filings, Certificate of Residence applications, Assisted Self-Help Kit (“ASK”) reviews, and support in relation to GST schemes such as the Major Exporter Scheme (“MES”) and the Import GST Deferment Scheme (“IGDS”), where specifically engaged by you; and
      7. such other tax-related compliance or administrative support as we may expressly agree to provide in writing.
   2. our tax services are provided based on the information, records, source documents, financial statements, explanations and instructions supplied by you or on your behalf, and we are entitled to rely on the same without independent verification, save that we may raise reasonable queries or request clarification, where any matter appears incomplete, inconsistent, unusual or unclear on its face;
   3. you shall provide us, in a timely manner, with complete, accurate, current and not misleading tax and financial information, records, source documents, agreements, invoices, correspondence and any other information or supporting documents that we may reasonably request to perform the tax services;
   4. you shall ensure that all information and documents supplied to us are provided in sufficient time for us to prepare, review, file, respond to, or otherwise handle the relevant tax matter, and where any filing deadline or response deadline is approaching, you shall notify us as early as reasonably possible;
   5. where any information, records or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late, or not provided at all, we may:
      1. decline to proceed with the relevant work;
      2. prepare the relevant work based only on the information available to us, subject always to appropriate qualifications, assumptions or disclaimers;
      3. require additional time, revised timelines or additional fees; and/or
      4. suspend or terminate the relevant tax services in accordance with these Terms;
   6. unless we expressly agree otherwise in writing, our tax services do not include:
      1. legal advice, including advice on the interpretation or application of any law or regulation as a matter of legal opinion;
      2. any representation that a particular tax position is free from challenge by IRAS or any other tax authority;
      3. any obligation to monitor your business, transactions, tax exposures or regulatory position on a real-time basis;
      4. audit, assurance, forensic, investigation or fraud detection services;
      5. implementation of tax-driven restructuring or transactional steps, unless expressly agreed in writing;
      6. any obligation to identify every possible relief, exemption, deduction, claim or election unless you have specifically engaged us to review and advise on the same within the agreed scope of work; or
      7. any certification, assurance, independent review opinion, or other formal sign-off required by any tax authority, scheme administrator, or regulator, unless expressly agreed by us in writing;
   7. where we provide tax advisory, technical support, tax scheme support, or transaction-related tax support, such support is provided based on the facts, assumptions, records and scope communicated to us at the relevant time. You acknowledge and agree that:
      1. the accuracy and usefulness of such support depends on the completeness and accuracy of the facts and documents provided by you;
      2. if the factual matrix, transaction structure, or relevant documentation changes, our earlier comments or conclusions may no longer apply;
      3. where the matter is complex, unusual, cross-border, contentious, or outside the ordinary scope of routine tax compliance, we may require additional time, revised scope or additional fees before proceeding further; and
      4. unless expressly stated otherwise in writing, any tax comments, analysis or assistance provided by us do not constitute a formal legal opinion or a guarantee of any tax outcome;
   8. where we assist with IRAS correspondence, reviews, queries or follow-up matters, you acknowledge and agree that:
      1. our role is limited to assisting based on the information, documents and instructions provided by you;
      2. you shall remain responsible for ensuring that the information supplied to us and to IRAS is complete, accurate, current, and not misleading in any respect;
      3. you shall respond promptly to any request from us for clarification or further documents; and
      4. we shall not be liable for any adverse consequence arising from incomplete, inaccurate, inconsistent, delayed, omitted or misleading information provided by you or on your behalf;

         Rationale for Clauses 10.7.1(vii) and 10.7.1(viii) (Tax Advisory, Technical Support, Tax Scheme Support, and IRAS Correspondence)

         Tax outcomes depend heavily on the underlying facts, records, transaction structure, and the completeness and accuracy of the information provided by the client. Even where technical tax support or IRAS correspondence assistance is provided, the client remains the party with knowledge and control of the underlying business and transactions.

         These Clauses clarify that Margin Wheeler may assit with tax compliance, technical analysis, and tax authority correspondence within the agreed scope, but that such work is based on the information provided to us and does not shift ultimate responsibility for the client’s tax position or factual accuracy onto us.

         This is appropriate because tax work often involves factual assumptions, evolving documentation, and positions that may be reviewed or challenged by tax authorities. The Clauses help ensure that responsibility is allocated fairly and transparently.

         Illustration for Clauses 10.7.1(vii) and 10.7.1(viii) (Tax Advisory, Technical Support, and IRAS Correspondence)

         Example 1 (Technical Tax Advice Based on Incomplete Facts):

         • Factual matrix:

         You ask us to advise whether a particular expense is deductible for tax purposes. Based on the documents and explanation provided, we give preliminary tax comments. It is later discovered that there were additional agreements or side arrangement that were not disclosed to us and that materially affect the tax treatment.

         • Result:

         Our earlier comments may no longer apply. You remain responsible for the completeness and accuracy of the factual information provided. If further analysis or revised work is required, additional fees may apply.

         Example 2 (IRAS Query Handled Based on Client-Provided Information):

         • Factual matrix:

         IRAS raises a query regarding a claim made in the relevant entity’s tax computation. We assist to prepare a response based on the records and explanation given by you. It is later found that the supporting records were incomplete or inaccurate.

         • Result:

         We are not liable for any adverse consequence arising from the incomplete or inaccurate information supplied by you. We may also charge additional fees if further clarification, rework or follow-up is required.

         Example 3 (Tax Scheme or IR21 Submission Based on Incomplete Information):

         • Factual matrix:

         You ask us to assist with an ASK review, MES or IGDS-related support, or an IR21 tax clearance filing, but the supporting documents, employee information, transaction records, or other relevant facts provided to us are incomplete or inaccurate.

         • Result:

         The relevant application, review, filing, or submission may be delayed, rejected, queried, or later found to be inaccurate. We are not liable for such outcome where it arises from incomplete or inaccurate information supplied by you, and additional fees may apply if rework, correction, resubmission, or follow-up is required.

   9. you (and, where applicable, the relevant entity and its directors) remain solely responsible for:
      1. the management and operation of the relevant business or affairs;
      2. maintaining proper books, records and supporting documentation;
      3. ensuring that all tax filings, claims, elections, returns and applications submitted on your behalf are supported by complete and accurate information;
      4. reviewing and approving the relevant filings, returns, computations, applications or correspondence before submission where such review or approval is required by law, by us or under the applicable engagement process; and
      5. ensuring compliance with all applicable tax laws, deadlines and obligations;
   10. if we identify any issue, inconsistency, or matter that in our view requires clarification, correction or further review before we proceed, you shall cooperate with us promptly and fully;
   11. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing, disorganised or inconsistent records;
       3. historical clean-up or reconstruction work;
       4. additional analysis, reconciliations, revisions, submissions or resubmissions;
       5. expanded IRAS correspondence or follow-up work; or
       6. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   12. our preparation of tax computations, returns, applications, correspondence or other tax-related documents does not, by itself, constitute a representation or warranty by us that such documents are correct in all respects, free from qualifications, or immune from challenge, to the extent that such correctness depends on information, records, explanations, assumptions or instructions supplied by you or on your behalf.
2. Where we are engaged to take over tax work from another service provider, or where historical tax records, prior filings, computations, elections or correspondence are incomplete, inaccurate or require reconstruction, you acknowledge and agree that our quoted fees assume that the relevant records and prior submissions are broadly complete and usable. If this assumption is not met, we may charge additional fees for clean-up, reconstruction, reconciliation, regularisation, re-analysis, or remediation work.

   Guidelines for Clause 10.7 (Tax Services)

   To help us serve you efficiently and reduce delays, you should:

   • provide complete and organised financial records, agreements, and tax-related documents as early as possible;
   • highlight any unusual, one-off, cross-border, related-party or non-routine transactions early;
   • notify us promptly of any IRAS query, review or correspondence;
   • ensure that the facts and transaction background given to us are complete and accurate;
   • review draft filings, computations, and responses carefully before submission where we ask you to do so;
   • provide complete and accurate employee, transaction, and supporting information in good time where we are required to assist with IR21 filings, Certificate of Residence applications, ASK reviews, MES, IGDS, or other ad hoc tax matters; and
   • obtain separate legal or specialist tax advice where the matter is highly technical, contentious, cross-border, or goes beyond routine compliance support.

   Where records are incomplete, inconsistent or require further reconstruction or clarification, additional fees and time may be required.

1. By using our human resource services, you agree that:
   1. our human resource services may include, where applicable and where engaged by you, one or more of the following:
      1. preparation of salary vouchers or payslips based on the salary amounts, employee details, and instructions provided by you;
      2. calculation of CPF contributions and Self-Help Group contributions based on the information provided by you and the applicable prevailing rates;
      3. submission of CPF contributions on your behalf;
      4. handling of National Service claims and Government-Paid Leave claims submissions, based on the information and supporting documents provided by you;
      5. preparation and issuance of Form IR8A or submission under the Auto-Inclusion Scheme (“AIS”), based on the information and supporting documents provided by you;
      6. processing and release of salary payments to employees, but only after receipt by us of the full required funds from you and subject to our internal processing timelines; and
      7. distribution of salary vouchers or payslips to employees where you have specifically requested us to do so.
   2. our human resource services are provided based on the information, records, instructions and supporting documents supplied by you or on your behalf, and we are entitled to rely on the same without independent verification, save that we may raise reasonable queries or request clarification where any matter appears incomplete, inconsistent, unusual or unclear on its face;
   3. you shall provide us, in a timely manner, with complete, accurate, current and not misleading employee information, payroll instructions, attendance information, leave records, remuneration data, supporting documents, bank details, and any other information or documents that we may reasonably require to perform the human resource services;
   4. you shall ensure that all salary figures, employee entitlements, deductions, employment terms, and payroll-related instructions supplied to us are complete, accurate, lawful, and provided in sufficient time for us to process the relevant payroll, contributions, claims or submissions;
   5. where any information records or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late or not provided at all, we may:
      1. decline to proceed with the relevant work;
      2. process the relevant work based only on the information available to us, subject always to appropriate qualifications, assumptions or disclaimers;
      3. require additional time, revised timelines, or additional fees; and/or
      4. suspend or terminate the relevant human resource services in accordance with these Terms;
   6. unless we expressly agree otherwise in writing, our human resource services do not include:
      1. legal advice, including advice on employment law, regulatory obligations or the interpretation or application of any law or regulation;
      2. tax advice, save for routine payroll-related administrative support where applicable;
      3. immigration, work pass, or licensing advisory services;
      4. any obligation to monitor your business or workforce arrangements on a real-time basis; or
      5. any obligation to fund salary payments, CPF contributions, or any other employee-related payment on your behalf;
   7. where we process and release salary payments to employees on your behalf, you acknowledge and agree that:
      1. we will only do so after receipt by us of the full funds required for such payroll run;
      2. you remain solely responsible for ensuring that sufficient funds are provided to us in time and that the payroll instructions are complete and correct;
      3. where funds are received late, insufficiently, or not at all, we may decline to process the relevant salary payments and shall not be liable for any resulting delay, non-payment, late payment, employee complaint, penalty or other consequence; and
      4. where any bank details or payment instructions provided by you are inaccurate, incomplete or outdated, we shall not be responsible or liable for any failed, delayed, misdirected, or incorrect payment arising from the same;
   8. where we calculate or submit CPF contributions, Self-Help Group contributions, National Service claims, Government-Paid Leave claims, prepare and issue Form IR8A, submit under the Auto-Inclusion Scheme (“AIS”), or handle similar submissions, you acknowledge and agree that:
      1. our work is based on the payroll information, employee details, and supporting records provided by you;
      2. the ultimate responsibility for the correctness of employee classification, salary components, eligibility for claims, and compliance with applicable laws and requirements remains with you;
      3. you shall promptly notify us of any change in employee status, salary, leave entitlement, claim eligibility, work arrangement or other relevant circumstances that may affect the relevant calculation or submission; and
      4. we shall not be responsible or liable for any error, rejection, delay, penalty, shortfall, overpayment, clawback, or other consequence arising from incomplete, inaccurate, inconsistent, delayed, omitted or misleading information provided by you or on your behalf;

         Rationale for Clauses 10.8.1(vii) and 10.8.1(viii) (Payroll Funding, CPF Contributions, IR8A / AIS and Claims Submissions)

         Payroll processing, CPF contributions, IR8A / AIS reporting, and statutory or reimbursement claim submissions depend heavily on the payroll information, employee data, supporting records, and funding provided by the client. Those matters are primarily within the client’s knowledge and control.

         These Clauses clarify that Margin Wheeler may provide administrative support and processing assistance, but the client remains ultimately responsible for ensuring that employee information, salary figures, payment instructions, claim eligibility, and supporting documents are complete, accurate and timely. This allocation of responsibility is appropriate because the employer remains responsible for managing its workforce and complying with applicable payroll and employment obligations.

         Illustration for Clauses 10.8.1(vii) and 10.8.1(viii) (Payroll Funding, CPF Contributions and Claims Submissions)

         Example 1 (Late Funding for Salary Payments):

         • Factual matrix:

         You instruct us to process salary payments for your employees, but the full payroll funds are only transferred to us after the processing cut-off or too late for the relevant payment run.

         • Result:

         We may decline to process the salary payments for that run or process them only once the required funds are received and operationally feasible. We are not liable for any delay, late payment complaint, or resulting consequence arising from your late funding.

         Example 2 (Incorrect Payroll Information):

         • Factual matrix:

         You provide incorrect salary figures, deductions, or employee bank details, and we process payroll or CPF submissions based on that information.

         • Result:

         You remain responsible for the accuracy of the instructions and employee information supplied. If reprocessing, recalculation, resubmission, or correction is required, additional fees may apply, and we are not liable for consequences arising from the inaccurate information provided by you.

         Example 3 (Claims Submission Based on Incomplete Eligibility Information):

         • Factual matrix:

         You ask us to submit a National Service claim or Government-Paid Leave claim, but the supporting records or employee eligibility information provided to us are incomplete or inaccurate.

         • Result:

         The claim may be delayed, rejected, clawed back or queried by the relevant authority. We are not liable for such outcome where it arises from incomplete or inaccurate information supplied by you, and additional fees may apply if rework or resubmission is required.

   9. any reminders, practical comments, or administrative guidance that we may provide in the course of the human resource engagement are for operational assistance only and do not constitute legal advice, tax advice, regulatory advice, or any assurance that your payroll, employment, CPF or claim position is fully compliant with all applicable laws or requirements;
   10. you remain solely responsible for:
       1. the management of your employees and workforce;
       2. ensuring that employment contracts, salary arrangements, benefits, deductions, reimbursements and other employee-related matters are lawful and properly approved;
       3. maintaining proper employee records, supporting documents, and internal approvals;
       4. ensuring that all payroll instructions, claims, submissions, and employee-related payments submitted or made on your behalf are supported by complete and accurate information; and
       5. reviewing and approving the relevant payroll summaries, claims, submissions, or payment instructions before processing or submission where such review or approval is required by law, by us or under the applicable engagement process;
   11. if we identify any issue, inconsistency, or matter that in our view requires clarification, correction or further review before we proceed, you shall cooperate with us promptly and fully;
   12. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing, disorganised or inconsistent employee or payroll records;
       3. historical clean-up, reconstruction, or regularisation work;
       4. additional recalculations, revisions, claims resubmissions or payment reruns;
       5. urgent payroll processing or expedited submissions; or
       6. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   13. our preparation of payroll calculations, payslips, CPF submissions, claims submissions, or related documents does not, by itself, constitute a representation or warranty by us that such documents are correct in all respects, free from qualification, or compliant in all respects, to the extent that such correctness depends on information, records, explanations, instructions or approvals supplied by you or third parties.
2. Where we are engaged to take over human resource or payroll work from another service provider, or where historical payroll records, CPF records, claims records, or related supporting documents are incomplete, inaccurate or require reconstruction, you acknowledge and agree that our quoted fees assume that the relevant records are broadly complete and usable. If this assumption is not met, we may charge additional fees for clean-up, reconstruction, reconciliation, regularisation, reprocessing or remediation work.

   Guidelines for Clause 10.8 (Human Resource Services)

   To help us serve you efficiently and reduce delays, you should:

   • provide payroll instructions, employee data, leave records, and supporting documents in a complete and organised form;
   • notify us promptly of any new hire, resignation, salary change, leave event, change in bank details or other material employee-related update;
   • ensure that all payroll and employee-related instructions are internally checked and approved before submission to us;
   • provide sufficient funds in good time where we are required to process salary payments on your behalf;
   • review payroll summaries, claims details, and payment instructions carefully before processing or submission where we ask you to do so;
   • provide complete payroll, benefits, and employee remuneration information in good time where we are required to prepare Form IR8A or make AIS submissions on your behalf; and
   • obtain independent legal or specialist advice where the matter involves employment law, tax, immigration or other issues beyond routine payroll and administrative support.

   Where records are incomplete, inconsistent, or require reconstruction, additional fees and time may be required.

1. By using our work pass application services, you agree that:
   1. our work pass application services may include, where applicable and where engaged by you, one or more of the following:
      1. assistance with applications for work passes, including but not limited to Employment Pass, S Pass, Work Permit, Entrepreneur Pass, and other similar pass types offered by the Ministry of Manpower of Singapore (“MOM”);
      2. administrative assistance with MOM account opening or setup, where specifically engaged by you;
      3. preparation, collation and submission of application forms and supporting documents based on the information and instruction provided by you;
      4. follow-up with MOM in relation to application status, additional document requests, clarifications or other administrative queries; and
      5. such other related immigration or pass-application administrative support as we may expressly agree to provide in writing;
   2. our work pass application services are provided based on the information, records, source documents, explanations and instructions supplied by you or on your behalf, and we are entitled to rely on the same without independent verification, save that we may raise reasonable queries or request clarification where any matter appears incomplete, inconsistent, unusual or unclear on its face;
   3. you shall provide us, in a timely manner, with complete, accurate, current and not misleading information, declarations, employee details, educational records, salary information, business information, supporting documents, and any other information or documents that we may reasonably request for the relevant application;
   4. you shall ensure that all information and documents supplied to us are truthful, complete, accurate, current and provided in sufficient time for us to prepare and submit the relevant application or respond to any follow-up request from MOM;
   5. where any information, records, or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late, or not provided at all, we may:
      1. decline to proceed with the relevant application or related work;
      2. prepare or submit the relevant application based only on the information available to us, subject always to appropriate qualifications, assumptions or disclaimers;
      3. require additional time, revised timelines, or additional fees; and/or
      4. suspend or terminate the relevant work pass application services in accordance with these Terms;
   6. unless we expressly agree otherwise in writing, our work pass application services do not include:
      1. legal advice, including advice on the interpretation or application of any immigration, employment or regulatory law;
      2. any representation, warranty or guarantee that any application will be approved, issued, renewed, varied or granted within any particular timeline;
      3. any obligation to determine whether the applicant or employer will satisfy MOM’s eligibility criteria beyond administrative review based on the information provided;
      4. any obligation to monitor the employer’s or applicant’s circumstances on a real-time basis for changes that may affect the application or pass status; or
      5. any appeal, reconsideration request, tribunal, court or contentious matter, unless expressly agreed in writing;
   7. where we assist with a work pass application, you acknowledge and agree that:
      1. the ultimate decision to approve, reject, request further information, or impose conditions on the application rests solely with MOM or the relevant authority;
      2. the ultimate responsibility for the truthfulness, completeness and legal sufficiency of the application and supporting materials remains with the applicant and, where applicable, the employing entity and its directors;
      3. you shall promptly notify us of any change in the applicant’s circumstances, employment terms, salary qualifications, business activity, or other relevant matter that may affect the application or the continued validity of any issued pass; and
      4. we shall not be responsible or liable for any rejection, delay, request for further information, in-principle rejection, revocation, cancellation, penalty, adverse finding, or other consequence arising from incomplete, inaccurate, inconsistent, delayed, omitted or misleading information provided by you or on your behalf;

         Rationale for Clause 10.9.1(vii) (Work Pass Applications)

         Work pass applications depend on the applicant’s and employer’s actual circumstances, supporting documents, employment terms, qualifications, and compliance with MOM requirements. Those matters are primarily within the knowledge and control of the applicant and the employer.

         This Clause clarifies that Margin Wheeler may assist with the preparation and submission of work pass applications on an administrative basis, but that approval remains at MOM’s discretion and the ultimate responsibility for eligibility, accuracy, and completeness remains with the applicant and, where applicable, the employing entity.

         Illustration for Clause 10.9.1(vii) (Work Pass Applications)

         Example 1 (Incomplete or Inaccurate Supporting Documents):

         • Factual matrix:

         You ask us to submit a work pass application, but the educational documents, employment details, or salary information provided to us are incomplete or inaccurate.

         • Result:

         The application may be delayed, rejected, or queried by MOM. We are not liable for that outcome where it arises from incomplete or inaccurate information supplied by you or on your behalf.

         Example 2 (Change in Salary or Job Scope After Submission):

         • Factual matrix:

         After the application is submitted, the applicant’s salary, job duties, or employer-side circumstances change, but you do not inform us promptly.

         • Result:

         The application or issued pass may be affected. You remain responsible for notifying us and for the consequences of any undisclosed change.

         Example 3 (Approval is Discretionary):

         • Factual matrix:

         We prepare and submit a complete application based on the information provided, but MOM nevertheless rejects the application or requests further information.

         • Result:

         MOM retains sole discretion over the outcome of the application. Our role is to assist with preparation and submission, not to guarantee approval.

   8. any comments, reminders or practical guidance that we may provide in the course of the engagement are for administrative assistance only and do not constitute legal advice, regulatory advice, immigration advice or any assurance that the application will succeed;
   9. you remain solely responsible for:
      1. ensuring that the applicant and the employing entity satisfy the relevant eligibility criteria and regulatory requirements;
      2. ensuring that all information and supporting documents submitted in support of the application are complete, accurate, current and not misleading in any respect;
      3. ensuring that employment terms, salary arrangements, job descriptions, and business activities disclosed in the application are lawful and accurate; and
      4. reviewing and approving the relevant application, declarations, and supporting materials before submission where such review or approval is required by law, by us or under the applicable engagement process;
   10. if we identify any issue, inconsistency, or matter that in our view requires clarification, correction, or further review before we proceed, you shall cooperate with us promptly and fully;
   11. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing, inconsistent or disputed documents;
       3. additional MOM queries, follow-up requests, or clarification rounds;
       4. resubmissions, reconsideration requests, or application amendments; or
       5. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   12. our preparation or submission of any work pass application, supporting document, or correspondence does not, by itself, constitute a representation or warranty by us that the application is correct in all respects, free from qualification, or will be approved, to the extent that such correctness depends on information, documents, explanations, or instructions supplied by you or on your behalf.

       Guidelines for Clause 10.9 (Work Pass Application Services)

       To help us serve you efficiently and reduce delays, you should:

       • provide complete and accurate applicant and employer information at the outset;
       • ensure that all supporting documents are current, legible, and internally verified before submission to us;
       • notify us promptly of any change in salary, role, qualifications, business activity, or employer circumstances;
       • allow sufficient lead time before the intended start date or deadline; and
       • obtain separate legal or specialist immigration advice where the matter is unusual, sensitive, or goes beyond routine application support.

1. By using our trademark registration services, you agree that:
   1. our trademark registration services may include, where applicable and where engaged by you, one or more of the following:
      1. administrative assistance with trademark registration applications in Singapore and, where specifically agreed in writing, in other jurisdictions;
      2. preparation, collation and submission of trademark application forms and supporting documents based on the information and instructions provided by you;
      3. assistance with identifying and recording the relevant applicant, classes, specifications of goods and/or services, and other application details based on your instructions;
      4. follow-up with the Intellectual Property Office of Singapore (“IPOS”) or the relevant authority in relation to application status, clarification requests, objections, procedural correspondence, or other administrative requests; and
      5. such other related administrative support in connection with trademark applications as we may expressly agree to provide in writing;
   2. our trademark registration services are provided based on the information, records, documents, explanations, branding materials, and instructions supplied by you or on your behalf, and we are entitled to rely on the same without independent verification, save that we may raise reasonable queries or request clarification where any matter appears incomplete, inconsistent, unusual, or unclear on its face;
   3. you shall provide us, in a timely manner, with complete, accurate, current and not misleading information, branding materials, specimens, descriptions of goods and/or services, ownership details, priority information, translations, declarations, and any other information or documents that we may reasonably request for the relevant trademark application;
   4. you shall ensure that all information and documents supplied to us are truthful, complete, accurate, current, not misleading in any respect, and provided in sufficient time for us to prepare and submit the relevant application or respond to any follow-up request from IPOS or the relevant authority;
   5. where any information, records, or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late, or not provided at all, we may:
      1. decline to proceed with the relevant application or related work;
      2. prepare or submit the relevant application based only on the information available to us, subject always to appropriate qualifications, assumptions, or disclaimers;
      3. require additional time, revised timelines, or additional fees; and/or
      4. suspend or terminate the relevant trademark registration services in accordance with these Terms;
   6. unless we expressly agree otherwise in writing, our trademark registration services do not include:
      1. legal advice, including advice on the interpretation or application of trademark, intellectual property, passing off, copyright, design, or other laws or regulations;
      2. any representation, warranty, or guarantee that a trademark application will be accepted, registered, maintained, renewed, enforced, or remain free from challenge, objection, opposition, or invalidation;
      3. any obligation to determine whether the proposed mark infringes any third-party right, is registrable as a matter of law, or is commercially available for use, beyond administrative assistance based on the information provided by you;
      4. contentious, enforcement, infringement, opposition, invalidation, revocation, or dispute-related work, unless expressly agreed in writing;
      5. any obligation to monitor your trademark portfolio, deadlines, third-party filings, or market activity on a real-time basis; or
      6. any obligation to register or protect your trademark in jurisdictions other than those specifically agreed in writing;
   7. where we assist with a trademark application, you acknowledge and agree that:
      1. the ultimate decision to accept, reject, object to, limit, or register the application rests solely with IPOS or the relevant authority;
      2. the ultimate responsibility for the truthfulness, completeness, accuracy, and suitability of the application, the applicant details, the description and classification of goods and/or services, and the ownership of the mark remains with you;
      3. you shall promptly notify us of any change in ownership, intended use, applicant details, branding, goods and/or services, or any other relevant matter that may affect the application or registration;
      4. where the goods and/or services or the class selection are based on your instructions, you remain responsible for confirming that such instructions reflect the protection you intend to seek; and
      5. we shall not be responsible or liable for any rejection, objection, delay, limitation, opposition, revocation, invalidation, adverse finding, or other consequence arising from incomplete, inaccurate, inconsistent, delayed, omitted, or misleading information provided by you or on your behalf;

         Rationale for Clause 10.10.1(vii) (Trademark Applications)

         Trademark registration depends on the mark applied for, the goods and/or services claimed, the ownership details, the instructions given by the client, and the requirements and decisions of IPOS or the relevant authority. These matters are primarily within the knowledge and control of the applicant.

         This clause clarifies that Margin Wheeler may assist with the preparation and submission of trademark applications on an administrative basis, but that registration remains subject to the decision of the relevant authority, and the ultimate responsibility for the correctness, completeness, and commercial suitability of the application remains with the client.

         Illustration for Clause 10.10.1(vii) (Trademark Applications)

         Example 1 (Incorrect or Incomplete Applicant / Ownership Details):

         • Factual matrix:

         You instruct us to file a trademark application, but the applicant details or ownership information provided to us are incomplete or inaccurate.

         • Result:

         The application may be delayed, objected to, or require amendment. We are not liable for that outcome where it arises from incomplete or inaccurate information supplied by you.

         Example 2 (Class / Specification Based on Client Instructions):

         • Factual matrix:

         You instruct us to file the application under certain classes or for certain goods and/or services, but later realise that the protection sought does not fully cover your actual business activities or intended use.

         • Result:

         You remain responsible for confirming that the class selection and specification reflect the protection you intend to seek. Any amendment, re-filing, or additional application may attract additional fees and disbursements.

         Example 3 (Objection or Refusal by IPOS):

         • Factual matrix:

         We prepare and submit the trademark application based on your instructions, but IPOS raises an objection or refuses the application.

         • Result:

         IPOS retains sole discretion over the examination and outcome of the application. Our role is to assist with preparation and submission, not to guarantee acceptance or registration. Any response, amendment, or further work may be treated as additional scope and charged separately.

   8. any comments, reminders, practical guidance, or administrative assistance that we may provide in the course of the engagement are for administrative support only and do not constitute legal advice, registrability advice, infringement advice, enforcement advice, or any assurance that the proposed mark is available for use or registration;
   9. you remain solely responsible for:
      1. ensuring that the applicant is properly entitled to apply for and own the mark;
      2. ensuring that the proposed mark, goods and/or services, and application details reflect the protection that you intend to seek;
      3. reviewing and approving the relevant application, declarations, specifications, and supporting materials before submission where such review or approval is required by law, by us, or under the applicable engagement process; and
      4. deciding whether to proceed with any amendment, response, objection handling, appeal, opposition, or other further step in relation to the application or registration;
   10. if we identify any issue, inconsistency, or matter that in our view requires clarification, correction, or further review before we proceed, you shall cooperate with us promptly and fully;
   11. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing, inconsistent, or disputed documents;
       3. additional queries, objections, provisional refusals, examination reports, or follow-up requests from IPOS or the relevant authority;
       4. amendments, resubmissions, responses, or additional filings; or
       5. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   12. our preparation or submission of any trademark application, supporting document, or correspondence does not, by itself, constitute a representation or warranty by us that the application is correct in all respects, free from qualification, or will be accepted or registered, to the extent that such correctness depends on information, documents, explanations, branding materials, or instructions supplied by you or on your behalf.
2. Where, after submission of the application, any objection, adverse examination report, limitation request, opposition, revocation, invalidation, or other contentious or extended process arises, you acknowledge and agree that our original quoted fees assume only a standard non-contentious application process unless expressly stated otherwise in writing. If this assumption is not met, we may charge additional fees for responses, amendments, follow-up work, or other additional services.

   Guidelines for Clause 10.10 (Trademark Registration Services)

   To help us serve you efficiently and reduce delays, you should:

   • provide complete and accurate applicant details, ownership information, and branding materials at the outset;
   • confirm carefully the exact mark to be filed and the goods and/or services for which protection is sought;
   • notify us promptly of any change in ownership, branding, intended use, or application details;
   • review the application details and specifications carefully before submission where we ask you to do so; and
   • obtain separate legal advice where the matter involves registrability concerns, infringement risks, opposition, enforcement, cross-border strategy, or other issues beyond routine administrative support.

   Where the application requires amendment, objection handling, additional correspondence, or re-filing, additional fees and time may be required.

1. By using our administrative services, you agree that:
   1. our administrative services may include, where applicable and where engaged by you, one or more of the following:
      1. preparation of payment vouchers based on the information, records, and instructions provided by you;
      2. creation or processing of payments based on the information, records, and instructions provided by you;
      3. issuance of invoices based on the information, records, and instructions provided by you;
      4. preparation of quotations based on the information, records, and instructions provided by you; and
      5. such other administrative support services as we may expressly agree to provide in writing;
   2. our administrative services are provided based on the information, records, documents, explanations, and instructions supplied by you or on your behalf, and we are entitled to rely on the same without independent verification, save that we may raise reasonable queries or request clarification where any matter appears incomplete, inconsistent, unusual, or unclear on its face;
   3. you shall provide us, in a timely manner, with complete, accurate, current and not misleading information, approvals, payment details, invoice details, quotation terms, supporting records, and any other information or documents that we may reasonably request to perform the administrative services;
   4. you shall ensure that all payment instructions, invoice details, customer details, pricing details, amounts, approvals, and supporting documents supplied to us are complete, accurate, current, lawful, and provided in sufficient time for us to carry out the relevant administrative work;
   5. where any information, records, or supporting documents are incomplete, inaccurate, inconsistent, outdated, misleading in any respect, late, or not provided at all, we may:
      1. decline to proceed with the relevant work;
      2. prepare or process the relevant work based on the information available to us, subject always to appropriate qualifications, assumptions or disclaimers;
      3. require additional time, revised timelines, or additional fees; and/or
      4. suspend or terminate the relevant administrative services in accordance with these Terms;
   6. unless we expressly agree otherwise in writing, our administrative services do not include:
      1. legal advice, including advice on the interpretation or application of any law or regulation;
      2. tax advice, accounting advice, audit or assurance work;
      3. any representation, warranty, or guarantee that any payment, invoice, quotation or supporting document prepared or processed by us is legal sufficient, enforceable or commercially appropriate for your purposes;
      4. any obligation to determine whether any payment, invoice, pricing term, quote, discount, credit term, or commercial arrangement is correct, approved, lawful, or beneficial to you beyond administrative processing based on your instructions;
      5. any obligation to approve, authorise, verify, or supervise your commercial decisions, business transactions, payment decisions, or contractual arrangements; or
      6. any obligation to monitor your business, receivables, payables, customer dealings, or financial operations on a real-time basis;
   7. where we prepare payment vouchers, create payments, issue invoices, or prepare quotations on your behalf, you acknowledge and agree that:
      1. our role is administrative only and is limited to preparing, processing, or issuing such documents or actions based on the information and instructions provided by you;
      2. you remain solely responsible for ensuring that the relevant transaction, payment, invoice, quotation, or commercial arrangement has been properly reviewed, approved, and authorised by the appropriate persons within your organisation;
      3. you remain solely responsible for the accuracy of the amounts, descriptions, terms, counterparties, pricing, credit terms, bank details, and other commercial or operational information reflected in such documents or actions;
      4. where we process payments on your behalf, you remain solely responsible for ensuring that the payment is properly authorised, the amount is correct, and the recipient and bank details are accurate; and
      5. we shall not be responsible or liable for any delay, failed payment, incorrect payment, duplicate payment, invoice dispute, pricing dispute, loss, liability, or other consequence arising from incomplete, inaccurate, inconsistent, delayed, omitted, or misleading information or instructions provided by you or on your behalf;

         Rationale for Clause 10.11.1(vii) (Administrative Processing Based on Client Instructions)

         Administrative services are intended to support the client’s internal operations by preparing or processing documents and actions based on the client’s own instructions and records. The client remains the party with knowledge and control of the underlying transaction, the commercial terms, the approvals required, and the appropriateness of the action to be taken.

         These Clauses clarify that Margin Wheeler’s role is administrative and operational in nature. They ensure that responsibility for the substance, approval, and commercial correctness of payments, invoices, quotations, and related actions remains with the client, while allowing Margin Wheeler to provide efficient administrative support based on the information and instructions given to us.

         Illustration for Clause 10.11.1(vii) (Administrative Processing Based on Client Instructions)

         Example 1 (Incorrect Payment Details):

         • Factual matrix:

         You instruct us to process a payment to a supplier and provide the bank details and amount. The bank details supplied by you are incorrect, and the payment is sent to the wrong account.

         • Result:

         You remain responsible for the correctness of the payment instructions and bank details provided to us. We are not liable for the incorrect payment where it arose from inaccurate information supplied by you.

         Example 2 (Invoice Issued Based on Incorrect Pricing):

         • Factual matrix:

         You ask us to issue an invoice to your customer based on pricing and terms provided by you. It is later discovered that the price or credit term instructed by you was incorrect.

         • Result:

         You remain responsible for the pricing, terms, and accuracy of the invoice instructions. Any correction, cancellation, re-issuance, or follow-up work may attract additional fees.

         Example 3 (Quotation Prepared from Incomplete Instructions):

         • Factual matrix:

         You instruct us to prepare a quotation, but the scope, pricing assumptions, or other commercial terms are incomplete or later change after the draft is prepared.

         • Result:

         We may require revised timelines or charge additional fees for substantial revisions or rework. You remain responsible for ensuring that the underlying commercial terms and assumptions are correct and internally approved.

   8. any comments, reminders, practical guidance, or administrative assistance that we may provide in the course of the engagement are for operational support only and do not constitute legal advice, tax advice, accounting advice, financial advice, or any assurance that your transaction, payment, invoice, quotation, or commercial arrangement is correct, compliant, or free from risk;
   9. you remain solely responsible for:
      1. the management and operation of your business;
      2. ensuring that all payment, billing, quotation, customer and commercial decisions are lawful, accurate, properly approved and commercially appropriate;
      3. maintaining proper records, supporting documents, approvals, and audit trails in relation to your transactions and administrative processes;
      4. reviewing and approving any payment voucher, payment instruction, invoice, quotation, or other document before processing, release, or issue where such review or approval is required by law, by us, or under the applicable engagement process; and
      5. ensuring that all actions taken on your behalf are supported by complete and accurate instructions and documents;
   10. if we identify any issue, inconsistency, or matter that in our view requires clarification, correction, or further review before we proceed, you shall cooperate with us promptly and fully;
   11. where our work scope increases due to:
       1. incomplete or changing instructions;
       2. missing, inconsistent, or disorganised records or approvals;
       3. historical clean-up, reconstruction, or regularisation work;
       4. additional revisions, re-issuance, reprocessing, cancellation, reversal, or follow-up work; or
       5. work that falls outside the originally agreed scope of work,

       we reserve the right to charge additional professional fees, administrative fees, and disbursements at our prevailing rates; and

   12. our preparation or processing of payment vouchers, payments, invoices, quotations, or related administrative documents does not, by itself, constitute a representation or warranty by us that such documents or actions are correct in all respects, legally valid, enforceable, approved, or commercially appropriate, to the extent that such correctness depends on information, documents, records, explanations, approvals, or instructions supplied by you or third parties.
2. Where we create or process payments on your behalf, you acknowledge and agree that we act solely as an administrative processor of your authorised instructions and not as a signatory, approver, or decision-maker in relation to the underlying transaction. Any payment processed by us shall be deemed to have been made on your authority and at your direction.

   Guidelines for Clause 10.11 (Administrative Services)

   To help us serve you efficiently and reduce delays, you should:

   • provide clear, complete and internally approved instructions before asking us to process any payment, invoice, quotation, or other administrative task;
   • ensure that all amounts, recipient details, customer details, bank details, pricing terms, and commercial information supplied to us are accurate and current;
   • notify us promptly if there is any revision, cancellation, or correction required;
   • review drafts and payment instructions carefully before release or issue where we ask you to do so; and
   • maintain proper internal approvals and records for all transactions and administrative actions.

   Where instructions are incomplete, change repeatedly, or require substantial rework, additional fees and time may be required.