Terms & Conditions for Company Secretary Services
Please read these terms and conditions (the “ Agreement”) carefully before engaging the services of Statrys Corporate Services Singapore Pte. Ltd. (” Statrys”, “ us” / “ our”). This Agreement shall govern the availability and use of the various services provided by Statrys, including but not limited to the company incorporation services and the company secretarial services (“Statrys Service(s)”).
By accessing or using any or part of Statrys’s services, you (the “ Client”, “ you”/ “ your”, “any authorized user”) agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, please do not access or use any of Statrys’ services.
Notwithstanding the foregoing, you shall regularly review the terms and conditions of this Agreement. You may access the latest version of this Agreement at any time on Statrys’s website (statrys.com).
This Agreement is effective and legally binding on the date when the client applies for the company incorporation services, company secretarial services and/or otherwise use other Statrys’s services. Your acceptance of this Agreement and your use of the Statrys’s services confirm that you fully understand and accept these terms and conditions. If you do not understand any of these terms and conditions, please contact incorporation@statrys.com for more information.
1. Important Information
1.1. You acknowledge that you and your use of the Statrys’ services are subjected to the mandatory provisions of the jurisdiction’s law. You are solely responsible for understanding and complying with any applicable laws that may be applicable to you in connection with your use of Statrys’s services.
1.2. We may terminate, suspend or limit your use of the Statrys’ services in the event that you breach any of the applicable laws and the terms and conditions of this Agreement and any other agreement you may enter into with Statrys, or pursuant to any proprietary monitoring used by Statrys when assessing the risks associated with your Company and your business activity(ies).
2. Definitions
2.1. “Agreement” shall mean the terms and conditions herein, in addition to exhibits and any referenced documents or attachments, including the Privacy Policy.
2.2 “Applicable Laws” shall mean any laws, regulations, or generally accepted practices or guidelines in the relevant jurisdictions applicable to Statrys’s services, including but not limited to laws governing anti-money laundering, counter-terrorist financing, Sanctions, consumer protection, data protection, and taxes. Applicable Laws notably include the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance, the Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance, the United Nations Sanctions Ordinance and the Weapons of Mass Destruction (Control of Provision of Services) Ordinance and similar legislation in all jurisdictions in which Statrys operates.
2.3. “ Business Day” shall mean a day other than a Saturday, Sunday, or public holiday in Singapore on which Statrys is open for business.
2.4. “ Client” shall mean you, the individual who enters into this Agreement for Statrys’s corporate secretarial services.
2.5. “ Company” shall mean any legal entity in relation to which the Client uses, had used or will use the Statrys’s services
2.6. “ Fees” shall mean the charges payable by you to us for using Statrys’s services.
2.7. “ Restricted Person” shall notably mean a person that is (i) listed on, or owned or controlled by a person listed on the Sanctions list; (ii) located in, incorporated under, and/or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions.
2.8. “ Sanctions” shall notably mean any economic sanctions laws, regulations, embargoes, or restrictive measures administered, enacted, or enforced by:
(i) Singapore;
(ii) the United States;
(iii) the United Nations;
(iv) the European Union;
(v) the United Kingdom;
(vi) any other jurisdiction in which Statrys operates; or
(vii) the respective government institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) (together “Sanctions Authorities”).
2.9. “ Service Providers” shall notably include certified public accountants, notaries, banks, payment service providers, clearing networks, and other third-party services used by Statrys in the course of supplying the Statrys Services.
2.10. “ Statrys website” shall mean our website at https://www.statrys.com.
3. Services
3.1. Statrys Corporate Services Singapore Pte. Ltd. is a licensed registered filing agent under the Republic of Singapore law, with the licence number FA20230475.
3.2. The services provided by Statrys are within the Company’s Service Provider scope, and they include but not limited to:
- Company incorporation services;
- Registered office address;
- Company secretarial services;
- Update of statutory records with the authorities; and
- Update of changes in the structure of the company in regard to shareholders, capital, and particulars of individuals in the company structure.
In the event that the Client requires a specific service, he/she may contact incorporation@statrys.com and receive a specific quotation of the service required. The period the services rendered will be specified in the communication with the Client.
3.3. Before entering an official business relationship, Statrys will request and obtain information from our clients and/or third parties or public sources, to determine the due diligence of the clients (individuals and corporations) under all applicable laws. Before the business relationship is entered into, the client must provide the requested documents for due diligence purposes. If the client does not provide all relevant requested documents, Statrys have the rights not to enter into a business relationship with the client and will not go ahead with the company incorporation. If the result of the due diligence performed does not satisfy the due diligence requirements, Statrys will reject the business relationship and the company incorporation. In the event if the fees were paid in advance, Statrys will refund the service fees. The applicant must be aware that the refund excludes the transfer fees charged by third parties.
3.4. Statrys is not a law firm or a certified public accountant, and Statrys does not provide services out of the scope of the activities falling within the scope of its Registered Filing Agent (“RFA”) licence, such as:
- Legal advice;
- Accounting and bookkeeping;
- Audit;
- Tax; or
- Financial advice.
3.5. By engaging Statrys for the provision of the company incorporation and company secretarial services, the client agrees to appoint an individual from Statrys as the company secretary for their company incorporated in the Republic of Singapore.
4. Communication
4.1. You may contact client support at any time by sending a message through the contact links on the Statrys website or via email at incorporation@statrys.com
4.2. All requests or instructions concerning the affairs of the company shall be given by the client in writing to Statrys. Statrys may, at its sole discretion, agree to take action on any request or instructions given otherwise than in writing only on the express understanding that Statrys shall not be liable in respect of any misunderstanding or error regarding the same.
4.3. Statrys shall not be liable for any failure to comply wholly or in part with any instructions received from the client and shall not be responsible for consequences arising from non-receipt of instructions for any reason.
4.4. You agree that Statrys may provide notice or other information to you by posting it on the Statrys website, emailing it to the email address provided by you, calling you by phone, or sending you a “text” message. You shall have internet access and an email account to receive communications and information relating to Statrys services.
4.5. Statrys may amend the terms of this Agreement from time to time. In the event of any amendment, we will send you an email notification two (2) weeks before the changes take effect. If you disagree with our changes, then you should stop using Statrys services and terminate this Agreement within the designated notice period. Otherwise, in the absence of such notification before the proposed date of their entry into force, you will be deemed to have accepted those changes if you continue to use Statrys’s services. Your continued use of Statrys’s services will be subjected to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.
4.6. You may request a copy of any legal required disclosures (including this Agreement) from us and we will provide this to you so that you can store this document (for example, by email). Statrys reserves the right to stop providing services if you withdraw your consent to receive electronic communications.
5. Fees
5.1. All fees that may be charged by Statrys are disclosed on the Statrys website or as may have been agreed with you through separate communications. You agree to pay all the fees, and your continued use of Statrys’s services indicates your continued acceptance of the fees.
5.2. The fees are subjected to any adjustment at Statrys’s sole discretion. When our fees are to be adjusted, we will send you an email notification. If you have any questions or if you are unclear about the fees, you should contact Statrys.
5.3. Fees for the company secretarial services, company incorporation, and other Statrys Services must be paid in advance through a secure payment gateway on our page or via bank transfer.
Subscription Plan - Automatic Renewal
5.4. All subscription plans automatically renew one month before the anniversary date of your subscription for an additional one-year term. If you do not wish for your subscription plan to automatically renew, you must cancel it before the auto-renewal date, as outlined in Clause 9 (Termination And Suspension).
6. Client Representations And Warranties
6.1. You represent and warrant that you are not acting on behalf of, or for the benefit of, anyone else in relation to Statrys’s services; provided. However, a natural person may use Statrys’s services for and under the direction of a legal person that is the employer of this natural person.
6.2. You hereby undertake, until the terms or termination of this Agreement, to communicate promptly to Statrys on any changes in your business ownership, management structure, business activities, and contact details.
6.3. You shall obtain any necessary authorizations from data subjects for the required transfers of information within the scope of Statrys’s services. You are responsible for the legal compliant collation, storage, and transmission of information (in particular personal data) to Statrys. You hereby represent and warrant that the data with respect to third parties that is communicated to Statrys by you or by the relevant platform and for the purpose of being read, kept, or processed by Statrys.
(a) with respect to such data, you hereby (i) is/are deemed to be and (ii) accepted to be controller;
(b) such data collected and received from the relevant party in full compliance with applicable data protection laws applicable to a such third party as the data subject; and
(c) such data have been communicated with the explicit and informed consent of such party to the communication and processing of this data.
6.4. You shall comply with this Agreement and all applicable laws and must not cause Statrys to breach any applicable laws. You shall notify Statrys in the event that you are made aware of any breach of applicable laws.
6.5. You undertake that you are not, and will procure that none of your directors, officers, agents, employees, or persons acting on behalf of the foregoing is a restricted person and do not act directly or indirectly on behalf of a restricted person. You must supply Statrys with details of any claim, action, suit, proceedings, or investigation against you or such persons with respect to Sanctions by any Sanctions authority to the extent permitted by law, promptly upon becoming aware.
7. Disclaimer
7.1. Statrys uses the information provided on our order forms to complete required government incorporation forms. Statrys serves as an incorporation agent of companies to do e-filing with the Acounting Corporate Regulatory and Authority (“ACRA”). No representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or forms.
7.2. The information contained in the Statrys website provides general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation.
7.3. When there is a high volume of orders, processing time may take longer than stated on either the government or the Statrys website. Statrys cannot guarantee the processing time, which may be delayed for various reasons. Eg, If a Company name is taken, a similar name already exists, a name is highly unusual, or random referrals to relevant government bodies. Orders may also be misplaced or misfiled by government bodies.
7.4. Statrys shall not be held liable for loss, damage, or theft of any items sent to the client whilst they are going through the postal service.
7.5. Statrys will not be liable for any penalties, fines, or other liabilities from ACRA and Inland Revenue Authority of Singapore (“IRAS”) department incurred by the client or the company, and the client accepts full responsibility to pay these and indemnify Statrys against any liability in respect of the same.
7.6. Under no circumstances will Statrys, its advisors, agents, representatives, and employees be liable or responsible for any damages or inconveniences caused or alleged to be caused by the use of Statrys’s services.
8. Data Protection
8.1. When using the services provided by Statrys, you or any third party authorized by you may submit content to Statrys. Any collection, use, or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of Statrys’s services pursuant to this Agreement unless your prior consent is obtained.
8.2. Statrys shall be entitled to involve Service Providers in providing the Statrys Services. Statrys may require that certain processing steps are carried out directly through such Service Providers, completely or partially. Your use of the Statrys services, which you agree to by entering into this Agreement, implies your consent to the processing and transfer of your personal data in accordance with therewith.
8.3. You agree that Statrys reserves the right to access and/or disclose data we collect from you and any third party authorized by you in order to comply with requests from any relevant governmental, administrative, and/or judicial authorities. You further acknowledge that Statrys reserves the right to disclose personal data to third parties in the event that Statrys reasonably believes your use of the services is deemed as a breach of the terms and conditions of this Agreement.
8.4. Statrys website uses cookies to capture certain information about the site’s users. By using Statrys website, you agree to the use of cookies. Statrys does not disclose this information to third parties. In addition to our own cookies, we may also use various third-parties cookies to report usage statistics of the service and deliver advertisements.
9. Termination And Suspension
9.1. If you wish to terminate this Agreement, you may do so by sending us an email at incorporation@statrys.com. The provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity, and limitations of liability shall survive termination of this Agreement.
9.2. If the company fails to comply with any of the mandatory formalities, penalties will be incurred, and Statrys will cease all services to the client and will notify ACRA that the individual company secretary from Statrys has resigned from the company secretary position and the registered office address services will be ceased upon.
9.3. In the case the fees for the incorporation services are fully paid, and the applicant requests to terminate the Agreement, these fees for the incorporation services will be refunded to the applicant in the case the company has yet to be incorporated (excluding transfer fees and costs charged by third parties). In the case in which the company is already incorporated, Statrys will not refund the fees to the client.
9.4. Your annual subscription plan begins at the moment that you sign up and ends one year later. Once you sign up for a subscription plan, you are responsible for paying the full subscription fee for the entire year, even if you decide to cancel during the ongoing term.
Your subscription plan automatically renew for another one-year term, one month before the expiration date, unless you schedule a cancellation to prevent the renewal.
To avoid automatic renewal, you must schedule the cancellation of your subscription plan at least one month before the auto-renewal date. To schedule a cancellation, please send an email to incorporation@statrys.com.
Note
Statrys subscription plans are offered on an annual commitment basis only. By subscribing, you agree to pay the full subscription fee for the entire year. We do not offer refunds (prorated or otherwise) if you cancel before the end of the ongoing term
10. Miscellaneous
10.1. Should one or several provisions of this Agreement be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.
10.2. You agree to indemnify, defend, and hold Statrys harmless, its parent, affiliates, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of Statrys’s services provided, including but not limited to your violation of this Agreement or the applicable laws.
10.3. We act as a corporate service provider to you under this Agreement. Statrys does not act as a trustee, an escrow agent, or a stakeholder for you or your shareholders, directors, or ultimate beneficiary owners. Statrys assumes no liability to or in respect of any products, services, or any other part of your business.
10.4. This Agreement shall be governed by the laws of the Republic of Singapore. Special Administrative Region and any claim or dispute under this Agreement shall be subjected to the exclusive jurisdiction of the laws of Singapore.