Terms And Conditions For Service

LAST UPDATED: February 2022

1.1 These Terms and Conditions form our agreement with you. They will apply to all work Sprout Corporate Services Pte. Ltd. or any of its Subsidiaries (collectively known as “We”) undertake for you with respect to all current and future work.

1.2 You declare that you have full power, authority, eligibility and permission to engage in Sprout’s services. You are in good standing and you agree to the Term and Conditions and will be bound at all times during our work (this “Agreement”).

1.3 These Terms and Conditions will take precedence unless expressly spelt out.

1.4 Engagement refers to all work and services we undertake for you.

1.5 All references to ‘Client’ or ‘you’ are references to the client named or described in our Invoice. All references to our ‘employees’ or ‘staff’ include employees or staff employed or otherwise employed by us to provide the services under the Invoice.


2.1 The services we have agreed to provide to you, which comprise the scope of work are set out in our Invoice and as described in Scope of Services. We will exercise reasonable skill and care to provide the services in line with the appropriate professional standards.

2.2 From time to time, you may request additional services from us. Where we agree to provide these services, you they will be governed by these Terms and Conditions.

2.3 In the course of providing our service, we may rely on our proprietary or third-party software and/ or platform (“software” or “platform”) to perform the service. We have the discretion to change the software or platform at any time. You agree to hold us harmless for any disruption before, during and after the change of software or platform. You agree that the online user experience may be monitored or recorded for our training and quality assurance purposes.

2.4 We shall assume no responsibility or liability for omissions or errors that may appear before the engagement of our services; including during the handover of Statutory Records, and we cannot assure the accuracy of the documents (i.e. lodgements and resolutions) of the Company at any given time which was done before our appointment and/or of the transactions and documents executed without our knowledge and/or not under our scope of services.

2.5 Unless otherwise specifically stated, any advice relating to our services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice, in any way, including by publication or electronic media, to any other party without our written consent.

2.6 We disclaim all responsibility for the consequences of anyone, apart from you or anyone else specifically permitted to in our engagement.

2.7 The usage of our registered address should be limited to communications with banks and government agencies and should not be represented as your company's principal place of business.


3.1 During the supply of our service, we may provide oral, draft or interim advice reports or presentations to you. In these circumstances our final written report shall take precedent. No reliance should be placed by you on any draft or interim advice, reports or presentations. Where you wish to rely on oral advice or oral presentation, you shall inform us and we may provide you with documentary confirmation of the advice.

3.2 We shall not be under any obligations, regardless or the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.

3.3 Any advice that we give you will be based on the law effective at the date of the advice.  We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.

3.4 No actions taken by us and/or statements made in the course of our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.

3.5 Unless otherwise agreed with you, or specifically stated, the advice we give cannot be relied upon on disclose irregularities, including fraud and other illegal acts and errors that may occur.

3.6 No advice we provide to you is intended to constitute or will constitute legal advice and it should be relied upon by you as such.


4.1 You agree to pay for the services we provide in accordance with the payment terms set out in our Service Agreement and invoice.

4.2 In order to provide our services to you, we require your co-operation. You will:

- Provide, in a timely manner, all information and materials that we reasonably require to enable us to provide the services set out in our Invoice or written communication.

- Arrange and authorised our access to, as required: members of your staff, third parties, records, authorities including ACRA and IRAS, technology and system and premise; and

- Respond to us promptly to facilitate the performance of these services.

4.3 You consent to our collection, use, disclosure, transferring, storing or otherwise processing any personal data (as defined by the Personal Data Protection Act 2012) provided to you or otherwise collected by us from any other sources or in the course of our engagement and you consent to the collection, processing, use and disclosure of personal data in accordance therewith. If consent is required, you undertake, represent and warrant that where the personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) is provided to us, you have obtained such individual’s consent for, and hereby consent on behalf of such individual to, our collection, use, disclosure, transferring, storing, or otherwise processing any personal data for the above purposes.

4.4 Please do not assume that we know information you have not told us. Where you, or otherwise on your behalf, have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.

4.5 We will rely on the information and material that you, or another party provide. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our services. You are responsible for the completeness and accuracy of the information and materials you supply to us.

4.6 If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may be in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.

4.7 We disclaim all responsibility for your failure to inform us of any changes to any information and/ or material which impacts upon the services we have agreed to provide to you.

4.8 If you provide any advice, opinion or report we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party arising out of their use or reliance on our advice, or report and for the costs of defending any such claims.


5.1 If you become aware that the advice or work we have provided you does not conform to the scope of work set up or agreed upon, you must inform us immediately. You must give us the opportunity to rectify any such advice or work.

5.2 If you fail to do so, we disclaim all responsibility for our advice/work failing to conform with the scope of work set out set out/ agreed.


6.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information on your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

6.2 In no event be either party be liable for any lost profits, or other indirect, special, punitive or consequential damages.

  1. FEES

7.1 Sprout reserves the right to review and amend the Fees and the Terms in this Agreement from time to time. The basis on which we charge fees and make any changes to this Agreement shall be communicated and agreed by you prior to the commencement or continuation of our work.

7.2 Our invoice is payable upon the presentation of our invoice to you. Payments of our Invoices are to be made free and clear of any withholding taxes or bank charges (if any). Should there be a request to terminate our services, there shall be no refund on any unused portion of the secretarial services paid for the year.

7.3 If you do not pay our invoice in full, we may

- elect not to continue to provide services to you;

- suspend work until further payment is made;

- impose late payment charge of one percent (1%) per month on the outstanding balances;

Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts will be added to the amount due from you.


8.1 In addition to our fees, we may incur expenses/ disbursements on your behalf during the service. We will inform you upfront if such expenses/ disbursements are required.

8.2 You consent and approve to reimburse us for any expenses/ disbursements incurred in the course of our service.


9.1 All materials developed, modified, designed or created by us in the course of carrying out our services, including know how, system, software, reports, documents, written advice, drafts and working paper belongs to us. Any correspondence or documents we provide to you during the course of the engagement belongs to you unless we specify otherwise.

9.2 Unless otherwise agreed, all original documents you have provided to us will belong to you.

9.3 On completion of our work, or termination of work, we will return to you any papers to which you are entitled. Upon completion of our work, we will store our file, including any documents or materials you leave with us, for a period of 5 years (or such longer period mandated by law) from the date of our final invoice. You authorise us to destroy our files after the expiration of that period.

9.4 We accept no liability for any losses you suffer if our file, including any documents or any other material you leave with us, is damaged or destroyed for any reason.

9.5 We will exercise our right to retain documents to which you are entitled to, unless all our outstanding fees and disbursements are paid in full.


10.1 Each party is authorised to communicate with and provide documents to the other party by post, facsimile or electronically. To the extent permitted by law:

- each party will not be responsible for any liability caused in connection with electronic transmissions; and

- we will not be responsible for any delay, non-delivery or interruption of any of the methods of communication.

10.2 Instructions given by you to us on a non-Business Day or after close of business (being 6 pm Singapore time) on any Business Day shall take effect at the start of the next following Business Day. For the purposes of this paragraph, "Business Day" shall mean a day on which banks generally are open for business in Singapore. For urgent or special request that require our attention during non-Business hours, we seek your understanding that we would response base on our best effort basis.

10.3 You will take all reasonable steps to ensure you have suitable systems in place to prevent data corruption, virus transmission in your electronic documents or other communications.

10.4 You acknowledge and accept the risk that electronic communications may not always be secure, irrespective of the security we have in place.

10.5 You will contact us immediately if you have any concerns about the authenticity of any documents or communications purportedly sent by us.

10.6 You will inform us immediately when there is a suspected attack on your database which may cause our data to be leaked.


11.1 In conducting our work, information acquired by us in the course of our work is subject to strict confidentiality requirements. These information will be treated as follows: we

- shall protect the confidential information in a reasonable manner and in accordance with general protection standards;

- shall use confidential information only to perform our obligations for our work with you; and

- shall reproduce confidential information only as required to perform our work with you.

11.2 We may disclose confidential information if this is required by law, in which case we will (unless prohibited by law or order) give you advance notice of such requirement and we will corporate with you within a reasonable manner in your lawful efforts to resist or narrow the scope of such required disclosure.

11.3 Our confidentiality obligation does not apply to any information which is or becomes public knowledge other than by a breach of our confidentiality obligations or known from other sources without restriction on disclosure.


12.1 Unless otherwise specified, we retain all copyright and intellectual property rights in all materials developed, designed or created by us in the course of carrying out the services including know-how, system software, reports and working paper.

12.2 You acknowledge that any documents or materials given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.

12.3 You will not use the Go Biz Link Pte. Ltd. or Sprout or Sproutasia names or logos on any websites or in any other way without our prior written consent.


13.1 In common with all Registered Filing Agent, we are subject to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act and the Terrorism (Suppression of Financing) Act.

13.2 We are bound to report to the Suspicious Transaction Reporting Office if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure by us to make a report where we have knowledge or reasonable grounds for suspicion will constitute a criminal offence.

13.3 The offence of money laundering includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in Singapore or elsewhere. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such benefit.

13.4 We have a statutory obligation to report instances of money laundering without your knowledge or consent. In consequence, neither our staff may enter into any correspondence or discussion with you regarding such matters.


14.1 If you are unhappy with the services we have provided, or will like to make suggestion on how we can improve, we welcome you to contact us at feedback@sproutasia.com. We will investigate all complaints carefully and promptly and resolve any difficulties.


15.1 Subject to applicable laws and our professional obligations, our work may be terminated as set out in this Clause 15.

15.2 We may terminate our work by giving you fourteen (14) days’ notice in writing, unless a shorter period is required for matter of urgency, if:

- you do not pay our account

- we have requested instructions, information or materials from you but you have failed to provide them in a timely manner

- you give us information that are false and misleading

- we believe that we may have a conflict of interest

- there is a change of circumstances beyond our control (such as regulatory related developments) that prevents us from providing the services to you, or

- any other reasonable grounds.

15.3 Either party may terminate our work by written notice to the other party:

- at any time by giving the other party fourteen (14) days’ notice in writing

- immediately if the other commits any material of this agreement that is not remedied within fourteen (14) days’ receipt of a notice requiring the breach to be remedied, or

- immediately in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.

15.4 Upon termination of our work,

- all sums due to us (including without limitation our fees for any service we have performed and any expenses we have incurred up to the date of termination) shall become payable in full when termination takes effect, and

- upon the payment of all sums due to us, each party shall return any documents or property belonging to the other party, save and except that the parties may retain copies of all documents and information required to satisfy any record keeping obligation under applicable laws and professional obligations.

15.5 Termination under this clause shall be without prejudice to any rights that may have accrued before termination.


16.1 Changes to the Agreement must be in writing and signed by us. The effective date for any such changes is the date on which you agree to such changes.


17.1 All service and these Terms and Conditions will be governed by and constructed according to Singapore law.

17.2 Any dispute arising to the Terms and Conditions shall be submitted to mediation before a mediator chosen by parties or, where the parties cannot agree, by the Singapore Mediation Centre.


18.1 You may not disclose any report (or any portion or any summary of a report) (“Report”) provided by us under our service externally to any party (including your affiliates), or refer to us in connection with the services, except:

- to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the services provided

- to the extend, and for the purposes, required by law (and you will promptly notify us of such legal requirements to the extend you are permitted to do so),

- to other persons (including your affiliates) with our prior consent, who may only use it as we have specified in our consent.

- If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided.

An “affiliate” of an entity (for the purpose of this clause 18) shall mean an entity or individual that controls, is controlled by, or is under common control with, the first entity, and “control” means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interest.

18.2 You may not rely on draft report. We shall not be required to update any final report for circumstances which we become aware, or events that happens after our delivery of our report.


19.1 Except as provided expressly in these Terms and Conditions, a person or entity that is not a party to the Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap.53B).

19.2 You agree that we may work for other clients, including your competitors.

19.3 Neither of us may assign any of our rights, obligations or claims under this Agreement.

19.4 If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and in effect.