Terms of Business

The Osome group comprises several legal entities, including but not limited to:

Osome provides a range of corporate secretarial and business support services (“Services”) through its digital platforms. The Services provided include, but are not limited to:

Accounting Services;

Taxation Services;

Incorporation of Companies;

Corporate Secretarial Services;

Payroll Services;

Immigration Services (work pass/visa); and

Registered Address Services.

The scope of each Service corresponds to the written description for that Service available on our Site or App, or as notified to or confirmed with you in writing from time to time.

We reserve the right to update the scope of any Service or Service packages at any time. If You do not wish to continue to use a Service or Service package due to a material change in its scope, You may terminate that Service or Service package by providing written notice to Us within 30 days of Us notifying You of that change. Otherwise, Your continual receipt of that Service shall be deemed acceptance of the amended scope.

Services are provided with reasonable care and skill consistent with best practices and standards in this industry and in accordance with any applicable regulatory standards.

The use and provision of Services must not exceed what We determine to be ordinary and reasonable use thereof, in accordance with Your service tier. If We determine that Your use of the Site and App has been excessive for Your service tier, We may, at Our sole discretion, take one or more of the following measures:

Impose additional Charges for the use and provision of Services that We determine, in Our sole discretion, to be excessive;

Apply a higher usage tier either retrospectively or prospectively, or both; or

Impose additional Charges for Your continued or future use of the Services.

Accounting, bookkeeping, or legal templates made available to You on our Site or through our App are samples provided for your reference only on an “as is” basis without any conditions, representations or warranties that these materials are fit-for-purpose, accurate, complete, current, reliable or error-free, and in no event shall Our provision or your use of such materials amount to the provision of professional advice including but not limited to the provision of regulated accounting, audit, legal, or tax advice.

You may submit an order for Services (“Order Request”) by contacting Our sales representatives or by using the website and web application (“Site”) or mobile application (“App”) made available to you.

By submitting an Order Request, You make an irrevocable offer to purchase the Services indicated in that Order Request to Us, subject to these Terms and any applicable Service Specific Terms.

We may, in Our sole discretion, choose to accept or reject Your Order Request. If we choose to accept Your Order Request, a written confirmation (“Services Confirmation”) will be sent to you, only at which point a Services Contract arises between You and Us (“Contract Commencement Date”). Each Services Confirmation creates a separate and independent Services Contract for the Services indicated in the Services Confirmation.

Before commencing the provision of Services to You, You must have completed and passed:

Our customer onboarding process, including but not limited to identity verification and anti-money laundering (“AML”), countering proliferation financing (“CPF”) and countering the financing of terrorism (“CFT”) checks and other know-your-client (“KYC”) and customer due diligence (“CDD”) measures; and

The conduct and requirements for Onboarding are determined solely by Us. You must comply with Our instructions and promptly attend to Our requests related to Onboarding, including but not limited to requests for information or documents, access to systems and interfaces, the execution of documents and the provision of authorisations.

We retain sole and absolute discretion to determine if You have passed or failed Onboarding, including, but not limited to, the following reasons:

Your failure to comply with Clause 4.2;

any breach of Clause 6 (Customer Documents And Information);

the completeness, accuracy and reliability of documents and information about You, Your management or Your beneficial owners;

Our assessment of the AML, CPF and CFT risks, and other KYC and CDD measures; and

If you complete and pass Onboarding, We shall commence providing Services on a date notified to You. (“Service Commencement Date”)

Access to and provision of Our Services are facilitated through Our Site and/or App. You are required to use Our Site and App, and sign up for a user account, in order to access and receive Our Services.

Your access to and use of Our Site and App are subject to the applicable Terms of Use.

You warrant, represent and undertake to Us that:

all documents, records and certificates that You provide to Us (“Customer Documents”) are authentic, and all copies of such documents, records and certificates are a reliable, accurate and complete representation of the original;

all information that You provide to Us (“Customer Information”) is true, accurate, complete and not misleading; and

all Customer Documents and Customer Information so provided are fit for the purposes contemplated in this Agreement, including Onboarding.

You must promptly inform us of any material change to any Customer Document or Customer Information provided to Us, and in the case of Customer Documents, provide us with new originals or copies thereof for our records.

You shall

provide all information, access, instructions and authorisations reasonably required for us to provide Services to you in a timely and cooperative manner;

promptly inform Us of any changes to Your business, scope of Services required, access permissions, or any matter that could affect the performance or delivery of the Services; and

comply with all policies and processes that We notify You of in writing from time to time, including but not limited to Our Acceptable Conduct Policy.

We may, at your request or as needed, refer you to Third Party vendors. In providing the referral, we do not make any representation, warranty or undertaking in relation to the vendor or its products or services, including but not limited to the suitability, quality or reliability of the vendor or its products or services. You are solely responsible for making an independent assessment of the vendor and their products or services. The provision of products or services by a Third Party vendor is subject to their terms and conditions.

We shall have the sole and absolute discretion to suspend or terminate the provision of Services, or any part thereof, to You for any reason, including but not limited to:

a breach of your obligations, warranties, representations or undertakings in the Services Contract, including but not limited to a failure or delay in making payment when due; and

regulatory, legal, business or reputational risk to Us or the Osome group of companies in providing Services to You.

You agree that We may collect, use and process any information and data that You provide us (including Customer Information, information in Customer Documents and any business or financial information or data) and any information or data obtained through Your use of the Services (collectively, “Service Information”) for internal purposes only, such as for internal analytics, reporting, training, benchmarking, product development and service optimisation.

We may also collect, use and process Service Information for commercial purposes, such as the provision or publishing of industry reports or analysis, provided that the information or data provided or published is in an anonymised, aggregated or derived form such that no individual or entity is identifiable from that information or data.

In consideration of Us providing the Services, You must pay Our Charges and applicable Taxes in accordance with this Clause 12.

Charges shall comprise:

Fees for the provision of Services (“Service Fees”); and

All disbursements, including any official charges incurred or to be incurred by Us for the provision of Services, and any reimbursable payments or costs made by Us in connection with the provision of Services (“Disbursements”),

Service Fees are as quoted on our Site or App, unless a different Service Fee has been communicated to You by Our sales representative and confirmed in the corresponding Services Confirmation. Additional Service Fees may apply for providing expedited Services.

We reserve the right to amend our Service Fees from time to time. If You do not wish to continue any Service due to an increase in Service Fees, You may terminate that Service by providing written notice to Us within 30 days of Us notifying You of the increase in Service Fees. Otherwise, Your continual use of our Services shall constitute acceptance of the amended Service Fees.

If You wish to change the scope of the Services after a Services Confirmation has been sent, and We agree to such change, We will modify the Charges accordingly.

Charges are quoted exclusive of Taxes. Where Taxes are payable in respect of some or all of the Services or Charges, You must pay Taxes in addition to Charges.

All Charges and Taxes paid are non-refundable.

You must make full payment of any and all Charges (including any applicable Taxes) upon demand, using the payment options We provide or as We instruct.

Amounts that We receive should be in the currency invoiced, and free and clear of all bank and other transfer charges or fees and any withholding Taxes. In the event that withholding Taxes apply, You will pay Us an additional amount equivalent to the amount of withholding Tax such that We receive full payment of Charges as if no withholding Tax applies. Payments are taken to have been made only after funds have been received and cleared in Osome’s designated account.

Payment for Services are generally required in advance, before the commencement of Services. We may not commence the provision of Services until we have received full and final payment of all Charges (including any applicable Taxes).

For Services provided on an ongoing basis or where the provision of Services automatically renews at the end of the service period, You authorise Us to charge the Charges and Taxes to the payment method linked to Your User Account or otherwise provided to Us at the time of Your Order Request or Onboarding.

We reserve the right to seek payment for any unpaid Charges and Taxes in arrears.

We shall be entitled to charge interest on overdue Charges and Taxes at a rate of 18% per annum, or the maximum rate permissible under Applicable Law if that is lower.

The Services Contract shall commence on the Contract Commencement Date and terminate upon the cessation or completion of all Services provided thereunder, or earlier as set out in this Clause 13.

Either You or We may terminate all or any of the Services provided under a Services Contract (except as otherwise set out in the applicable Service Specific Terms) , by giving at least thirty (30) days' written notice to the other party, provided that You may not serve notice pursuant to this Clause 13.2 that terminates a Service during the minimum commitment period applicable to that Service.

You may serve Us a termination notice to terminate a Service with immediate effect if We commit a Material Breach in connection with our provision or delivery of that Service.

We may serve You a termination notice to terminate the Services Contract or any of the Services provided thereunder with immediate effect if You:

You are subject to an Insolvency Event;

You are subject to a change of Control;

We are prevented by Applicable Law from being a party to, exercising Our rights in relation to, or performing Our obligations under that Services Contract;

You commit a Material Breach, including but not limited to where Charges are due but not fully paid;

We are prevented from performing our obligations as a result of a Force Majeure Event; or

You cease to trade or conduct business, or threaten to cease trading or conducting business.;

In no event will You be entitled to refund or service credit:

if We terminate a Services Contract or any Service pursuant to Clause 9.1.1, Clause 13.4 or any other instance where You are in breach of your legal, regulatory and contractual obligations; or

if You choose to terminate a Service pursuant to Clause 13.2.

Upon termination or expiry of the Services Contract, all unpaid Charges become immediately due.

Clauses intended to survive termination (including but not limited to Clauses 13, 14, 16, 17, 19, 27 and 28) shall continue in force. This Clause does not limit the survivability of other provisions which, by their nature, are intended to survive termination.

Each party to the Services Contract warrants, represents and undertakes to each other party that:

it has full capacity and authority and all necessary consents to enter into and to perform the Services Contract and to grant the rights, authorisations and licences referred to therein;

the Services Contract is entered into by its duly authorised representative and represents a binding commitment on it;

it shall obtain and maintain in force all necessary Approvals required under Applicable Law to perform its obligations under the Services Contract; and

by entering into the Services Contract or performing its obligations thereunder, it is not in breach of any Applicable Law or binding legal obligation.

You warrant, represent and undertake to Us that:

You are duly authorised to provide all Customer Documents and share all Customer Information with Us in connection with Onboarding, the Services Contract, and the Services provided thereunder; and

to the extent that Personal Data is comprised in any Customer Document provided to or Customer Information shared with Us, that:

the individual whose Personal Data has been shared (“Data Subject”) has duly consented to its disclosure to Osome and the use by Osome for the purposes contemplated in the Services Contract; or

You have a legal basis under applicable Data Privacy Laws that permits You to lawfully disclose and transfer the Personal Data to Osome, and for Osome to lawfully collect and use such Personal Data for the purposes contemplated in the Services Contract.

This Services Contract sets out the full extent of Our obligations to You in respect of the Services. All implied warranties, conditions or guarantees (whether statutory or otherwise) are hereby excluded to the maximum extent permitted by Applicable Law.

To the maximum extent permitted by Applicable Law, We (including Our officers, directors, employees, affiliates, and service providers) shall not be liable for:

16.2.1. loss of profits, revenue, opportunity, data, goodwill, or business interruption;

16.2.2. any loss or corruption of data;

16.2.3. any indirect, incidental, special, exemplary, or consequential losses or damages;

16.2.4. any failure, delay, or error arising from or caused by Third Party Services, including but not limited to platform outages, API failures, or changes in third-party terms;

inaccuracies or delays caused by Customer Information or Customer Documents that You or Third Parties provide or fail to provide; or

any unavailability or failure of the Online Tools caused by circumstances outside Our reasonable control.

Subject to Clause 16.4:

Our total aggregate liability for Loss under or in connection with any Services Contract, including the provision and availability of any Service, shall be limited to the sum of Service Fees paid to Us by You in the calendar year in which Your claim or claims first arise, regardless of the number of claims that arise in that calendar year; and

We shall not be liable for Indirect Loss under or in connection with the Services Contract.

Nothing in the Services Contract shall exclude or limit either party’s liability to the other in connection with:

any fraud or fraudulent misrepresentation of that party;

any gross negligence or wilful misconduct of that party; and

any liability which cannot be lawfully excluded by that party.

You shall fully indemnify Osome from and against all:

Losses of whatever nature; and

fines, penalties, charges, taxes, levies, assessments, judgments, awards, or other amounts ("Awards") paid or may be required to be paid to any court of competent jurisdiction, or any governmental, regulatory, or quasi-governmental authority or agency,

any breach by You of the terms of the Services Contract;

any Claims by Third Parties and any action (including queries and investigation) by any governmental, regulatory, or quasi-governmental authority or agency arising out of or in connection with any breach by You of the terms of the Services Contract; or

the provision or cessation of Services, including but not limited to:

any penalties, charges, fines, taxes, costs and expenses (including legal costs on a full indemnity basis) incurred in connection with: (i) the winding up of an entity and its affairs; or (ii) winding down and transition of Services; and

any obligation imposed on or entered into by Osome to cover Losses suffered, sustained or incurred by, and/or Awards made against, Third Parties, including nominee directors or providers of nominee director services.

For the purposes of Clause 17.1, Osome shall be deemed to include its Affiliates, Personnel, directors, shareholders and officers.

Each indemnity is a continuing obligation separate and independent from Your other obligations and survives termination of the Services Agreement.

This Clause 17 shall survive the expiry or earlier termination of the Services Contract.

Each party agrees to keep all Confidential Information received from the other party in connection with the Services strictly confidential and to use it solely for the purposes of fulfilling its obligations under the Services Contract.

Confidential Information shall not be disclosed to any third party without the disclosing party’s prior written consent, except to legal advisors, courts, regulators, or as required by law.

Each party shall implement commercially reasonable security measures to protect Confidential Information against unauthorized access, use, or disclosure.

If either party becomes aware of any breach of confidentiality or unauthorised access, it shall promptly notify the other party.

Upon termination of the Services, all Confidential Information must be returned or destroyed, unless required by Applicable Law to be retained.

The Services Contract comprises:

The Service Specific Terms;

These Terms; and

Any commercial terms in or referred to in our Services Confirmation.

Subject to Clause 19.3, in the event of conflict or inconsistency between any of the terms in the documents listed in Clause 19.1, the term contained in a document higher in the list has priority over the one contained in a document lower in the list.

If We expressly provide in our Services Confirmation that a specific term in the Services Confirmation amends or takes precedence over another term or terms, that specific term in the Services Confirmation shall amend or have precedence over that other term or terms.

The Services Contract constitutes the entire agreement between You and Us relating to the subject matter of the Services Contract, to the exclusion of all other terms and conditions, and any prior written or oral agreement between You and Us.

Each party acknowledges that in entering into the Services Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Services Contract.

We may amend the terms of the Services Contract from time to time. Your continual use of the Services under the Services Contract shall be taken to be an agreement to the amended terms.

You shall not assign, novate or otherwise transfer all or any of Your rights, benefits or obligations under the Services Contract without Our prior written approval.

If You have obtained our Services to incorporate an entity, and wish to novate the rights, benefits and obligations under the Services Contract to that entity, We may, in our sole discretion, permit such a transfer, in whole or in part, by giving you prior written approval in writing. Such approval may be subject to requirements or conditions, including the provision of assurances or execution of documents, that We specify.

We may assign or novate the Services Contract, in whole or in part, to any affiliated entity upon notice to You.

Subject to Clause 21.2, no party shall be liable to the other for any delay or non-performance of its obligations under the Services Contract arising as a direct result of a Force Majeure Event.

A party impacted by a Force Majeure Event shall promptly:

notify the other Party and use reasonable efforts to mitigate the impact of the Force Majeure Event; and

resume the performance of those obligations impacted as soon as reasonably practicable.

Subject to compliance with Clause 21.2, where a Force Majeure Event lasts for more than 30 Business Days, then the non-impacted party may terminate the affected Services under the Services Agreement at its election.

If We are unable to fulfil our Services due to events beyond a Force Majeure Event, We may cancel the Services Contract or the affected part thereof, and, at Our discretion, issue a credit note for the cancelled Services.

No failure to exercise, nor any delay in exercising any right, power or remedy under the Services Contract shall operate or be deemed a waiver of the same. Waivers must always be given in writing.

If any provision of this Services Contract is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, the rest of the Services Contract shall remain in full force and effect.

Nothing in this Agreement shall be construed to make You an agent, employee, franchisee, joint venture or legal representative of Us or any Osome Group Company.

This Services Contract does not create any rights that are enforceable by any person who is not a party to the Services Contract.

Any notice or other communication given to Us under or in connection with the Services Contract shall be in writing to the address (physical and/or email) provided for this purpose, and as updated from time to time.

The governing law and jurisdiction of the Services Contract depends on the Osome entity that enters into the Services Contract with You: