Osome — Accounting and Secretary in Singapore

Terms & Conditions

Table of contents

  1. Consent

  2. Parties

  3. Terms and conditions

  4. Right to use

  5. User accounts

  6. User account security

  7. Purchasing services

  8. Intellectual property

  9. Warranties

  10. Liability

  11. Indemnity

  12. Termination

  13. Viruses

  14. Network access and devices

  15. Third party websites/applications/services

  16. Online tool content

  17. General provisions

  18. Definitions

Welcome to the Osome Website / Application

These T&Cs regulate your use of our site www.osome.com and/or our app. Please read them carefully before continuing to use our site and/or downloading our app.

    1. By continuing to Use Our Site and/or downloading Our App, You acknowledge and agree that You have read, understood, accepted and agreed with these T&Cs.
    2. You acknowledge and agree that if You did not to positively agree to these T&Cs then We are unable to, and do not intend for You, to have access to Our Online Tools and any content and/or Services that are comprise and/or offered therein.
    1. Osome Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201712242C («Osome», «We», «Our», «Us»). Our registered address is 68 Circular road, #02-01 Singapore 049422.
    2. We are the owner and/or licensor of the Online Tools and are in the business of providing the Services in Singapore and, going forward, other countries outside of Singapore.
    3. You are the natural person who has downloaded Our App and/or who is presently visiting Our Site in Your own individual capacity and/or on behalf of Your company («You», «Your», «Yours»).
    1. You acknowledge and agree that These T&Cs strictly govern Your access to and Use of the Online Tools including access to the Services that We offer, and may offer, from time to time via the Online Tools.
    2. By Using the Online Tools, You acknowledge and agree that You:
      1. accept these T&Cs;
      2. shall at all times comply with these T&Cs; and
      3. accept Our Privacy Policy found at  https://osome.com/privacy.html.
    3. If You do not accept and agree to these T&Cs, You acknowledge and agree that You should:
      1. immediately exit from and not Use Our Site; and/or
      2. not download Our App, or if You have already done so, then delete it from Your device.
    1. Subject to Clauses 4.2 and 4.3 and Your compliance with these T&Cs, We hereby grant You a revocable, royalty-free, non- exclusive, non-transferable licence to Use:
      1. the Online Tools to utilise the services facilitated by the same;
      2. any content, information and related materials that may be made available through the Online Tools;
      3. the Online Tools for Your normal business purposes and/or own personal use; and
      4. the Online Tools strictly in compliance with these T&Cs.
    2. Clause 4.1 is strictly conditional on You ensuring that You shall not (and shall not permit anyone else to):
      1. reproduce, modify, distribute, transmit, post or disclose any Online Tool content without Our prior written approval which may be withheld in Our sole and absolute discretion;
      2. modify, alter, modify or adapt all or any part of the Online Tools in any way;
      3. remove any copyright, trademark or other proprietary notices displayed on the Online Tools;
      4. Use any part of the content on the Online Tools for commercial purposes without obtaining a licence to do so from Us or Our licensors;
      5. modify the paper or digital copies of any materials You have printed off or downloaded in any way;
      6. try to gain access to any other area of the Online Tools by hacking, password «mining» or any other illegitimate means;
      7. link to, mirror or frame any part of the Online Tools without Our prior written approval which may be withheld in Our sole and absolute discretion;
      8. pretending You are or impersonating another individual; or
      9. using the Online Tools or any Online Tool content for any unlawful activity and/or activity prohibited by these T&Cs, including developing, offering or engaging in the performance of similar or competing services.
    3. Where You have downloaded Our App, We give You a right to Use Our App on a mobile device on a mobile device that You own, control or use, subject to these T&Cs and any usage rules set out in the terms of service of the supplying app store.
    4. For the purposes of Clause 4.3, Your right to Use will start when You have downloaded the App and log on for the first time and will continue until ended in accordance with the provisions of these T&Cs.
    5. Where You breach these T&Cs, Your right to Use the Online Tools shall cease immediately.
    6. The licence to Use the Online Tools in Clause 4.1 applies to:
      1. You acting in Your individual capacity as a natural person;
      2. Your company on behalf of whom You are legally authorised to act, such company being as indicated in the Account Information; and
      3. You acting in Your individual capacity as a director or shareholder of the company referred to in Clause 4.6.2.
    1. To gain access to and/or purchase any Services, You acknowledge and agree that You are required to register for and maintain a User Account.
    2. To register for a User Account, You are required to be at least 18 years old and must provide Us with the required Account Information.
    3. You warrant and represent to Us that:
      1. the Account Information that You provide to Us is accurate, complete, valid (where applicable) and that You will maintain it in such condition on an ongoing and continuous basis; and
      2. where You are Using a User Account on behalf of a company, You have the requisite legal authority to do so.
    4. You acknowledge and agree that a breach of Clause 5.3 shall result in the termination of these T&Cs and immediate termination of Your right to Use the Online Tools and/or Services.
    1. You shall at all times maintain the security and secrecy of Your Account Information and the username and password of Your User Account.
    2. You shall not authorise any Third Party to use Your User Account. You may not assign or otherwise transfer Your User Account to any other natural person or legal entity.
    3. You shall be responsible for all activity that occurs under Your User Account, unless You provide sufficient evidence to Our reasonable satisfaction that Your User Account has been the subject of unauthorised use.
    4. You shall notify Us of any breach of security of Your username and password immediately.
    5. Updates to Our App may be issued periodically through the supplying app store. For some devices, updates will be downloaded automatically. If this does not happen, You will need to download the update Yourself.
    1. You acknowledge and agree that these T&Cs govern Your Use of the Online Tools but the conclusion of any contract in connection with any Services You seek to acquire from Us shall be subject to a separate Service Contract.
    2. You acknowledge and agree that where You have executed a Service Contract and there is any conflict, ambiguity or nconsistency between the Service Contract and these T&Cs, the Service Contract shall take precedence.
    1. You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR.
    2. The Online Tools and all rights therein are and shall remain Our property or the property of Our licensors. Neither these T&Cs nor Your Use of the Online Tools shall convey or grant to You any rights:
      1. in or related to the Online Tools except for the limited licence granted in Clause 4.1; or
      2. to use or reference in any manner Our Marks or those of Our licensors.
    3. All content and functionality on the Online Tools is the exclusive property of Us or Our licensors and is protected by the law of Singapore and international intellectual property laws.
    4. The Marks displayed on the Online Tools are IPR owned by Us and/or Our licensors. You shall not use or reproduce any Marks of, or imply any endorsement by or relationship with, Us or Our licensors.
    1. You warrant and represent to Us as at the agreement date and at all times during the validity of this agreement that:
      1. Your Account Information is accurate and correct and We may rely on it without further enquiry.
      2. You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or Use Our IPR; and
      3. You shall not breach any of the conditions of these T&Cs.
    2. You acknowledge and agree that:
      1. the Online Tools and any Services accessible via the Online Tools are provided on an «as is» and «as available» basis;
      2. We do not guarantee that the Online Tools, or any content on it, will be free from errors or omissions;
      3. We do not guarantee the quality, suitability, safety or ability of Third Party providers associated with the provision of the Services;
      4. We cannot guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to Your mobile device. We are not responsible for any loss You may incur as a result of this; and
      5. the entire risk arising out of Your Use of the Online Tools remains solely with You, to the maximum extent permitted under applicable law.
    3. You acknowledge and agree that insofar as is permitted by applicable law We provide no warranties nor give any representations or undertakings to You whatsoever including that:
      1. the content on the Online Tools is accurate, complete or up to date;
      2. the Online Tools or any content, service or feature of the same shall be error-free or uninterrupted, or that any defects will be corrected; or
      3. the Online Tools will be accessible on any particular hardware or devices.
    4. We and Our Third Party content providers provide no warranties nor give any representations or undertakings as to the ownership, accuracy or adequacy of the content on the Online Tools.
    5. We exclude all conditions, warranties, representations or other terms which may apply to the Online Tools or any content on it to the maximum extent permitted by applicable law.
    1. Our total liability to You for loss under these T&Cs shall be limited to S$300 in aggregate for any and all claims under these T&Cs arising for whatever reason whatsoever.
    2. We shall not be liable to You for:
      1. any loss or damage of any nature howsoever whether direct, indirect or consequential caused or arising under or in connection with Your Use of, or inability to Use, the Online Tools; or
      2. any information published on linked websites, contained in any user submissions published on the Online Tools, or provided by Third Parties.
    3. You acknowledge and agree that We shall not be liable to You for any damages, liability or losses arising out of:
      1. Your Use of or reliance on the Services made available via the Online Tools or Your inability to Use the Online Tools and/or access the Services (as the case may be);
      2. any failure to provide the Online Tools and/or the Services, in part or in full, due to abnormal and unforeseen circumstances beyond Our control, including phone network failures or You being out of mobile coverage; or
      3. any transaction or relationship between You and any Third Party provider associated with the provision of the Services.
    4. The limitations and disclaimer in Clause 10.3 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under applicable law.
    1. You acknowledge and agree that You shall fully indemnify Us from and against any and all claims and/or losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:
      1. Your breach of these T&Cs; and
      2. Our use of any and all information that You submit to Us via the Online Tools in connection with a Service Contract.
    2. For the purposes of Clause 11.1, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.
    1. We may, in Our sole and absolute discretion and at any time, terminate Your use of Your User Account.
    2. You may delete Your User Account at any time.
    3. Upon termination of these T&Cs for any reason:
      1. You shall remove Our App from Your mobile device; and
      2. You shall destroy all copies of Our App including all components of it in Your possession; and
      3. all rights You have in respect of Our App will immediately end.
    4. You must delete Our App from Your mobile device where You change Your mobile device or dispose of it.
    1. We do not guarantee that the Online Tools will be secure or free from bugs or Viruses. You shall not misuse the Online Tools by knowingly introducing any Viruses.
    2. You shall not attempt to gain unauthorised access to the Online Tools, the server on which the Online Tools are stored or any server, omputer or database connected to the Online Tools.
    3. You shall not attack the Online Tools via a denial-of- service attack, a distributed denial-of- service attack or any other cyber- attack aimed to disrupt ordinary access to the Online Tools.
    4. You acknowledge and agree that any breaches of Clauses 13.1, 13.2 or 13.3 by You:
      1. will amount to a criminal offence under the law of Singapore and other applicable jurisdictions;
      2. shall be reported by Us to the relevant law enforcement authorities and We shall cooperate with them by disclosing Your identity to them; and
      3. shall result in Your right to Use the Online Tools ceasing immediately and Us taking relevant proceedings against You.
    1. You acknowledge and agree that You are responsible for:
      1. obtaining the data network access necessary to Use the Online Tools, including all fees and charges associated with the same; and
      2. procuring compatible hardware or devices necessary to access the Online Tools.
    1. The Online Tools may contain links to independent Third Party websites and/or applications and may also contain content supplied by independent Third Parties.
    2. You acknowledge and agree that Third Party websites and/or applications to which the Online Tools contain links to are:
      1. not under Our control and We have no responsibility for nor do We endorse their content; and
      2. governed by their own terms and conditions and privacy policies and access to them is at Your own discretion.
    3. You acknowledge and agree that certain Services accessible via the Online Tools are provided and/or fulfilled, either in whole or in part, by Third Parties.
    4. In relation to Clause 15.3, You acknowledge and agree that:
      1. such Services may be made available or accessed in connection with Third Parties We do not control;
      2. different terms of use and privacy policies may apply to Your use of such Third Party services and content; and
      3. We do not endorse such Third Parties services and shall in no event be liable for any products and/or services of such Third Party providers.
    1. You acknowledge and agree that We may update the Online Tools from time to time, and may change its content at any time, including the Services that We offer.
    2. You acknowledge and agree that despite Our efforts certain content on the Online Tools may, from time to time, become out of date, and We shall take reasonable steps to update the same.
    3. Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon do not have any responsibilities or obligations to You in relation to Our App and will not provide any maintenance or support services for Our App.
    1. You acknowledge and agree that You shall not refer to Us or Our licensors in any public media for any purposes.
    2. You acknowledge and agree that We may revise these T&Cs at any time without any need to formally notify You.
    3. Your continued Use of the Online Tools shall be deemed an acceptance by You to these T&Cs as revised from time to time pursuant to Clause 17.2.
    4. You will be able to view, and You agree to check each time You Use the Online Tools, the current version of these T&C’s within:
      1. Our App at any time under the «Terms and Conditions» tab before You log in and via the Information option or the Legal or Contact and Support tabs after You have logged in; and/or
      2. Our Site by clicking the Legal Notice link at the bottom of Our «home page» — see www.osome.com/legal_notice.
    5. In accepting and agreeing these T&Cs, You hereby warrant and represent to Us that You have the lawful capacity and authority needed for You to do so.
    6. You acknowledge and agree that We can and will rely on the warranty, representation and undertaking You provide to Us at Clause 17.1.
    7. Both You and We shall comply with all applicable law.
    8. We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Online Tools (or any part thereof) and the Services.
    9. Neither You or We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under these T&Cs as a direct result of an established Force Majeure Event.
    10. These T&Cs constitutes the entire agreement between You and Us relating to Your Use of the Online Tools, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties.
    11. You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these T&Cs without Our prior written approval
    12. We may assign, transfer or deal in any way with Our rights under these T&Cs including to an affiliate or any Third Party.
    13. No failure to exercise, nor any delay in exercising, any right, power or remedy under these T&Cs shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
    14. Any waiver of any breach of these T&Cs shall not be deemed to be a waiver of any subsequent breach.
    15. If any provision of these T&Cs is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these T&Cs shall be deemed modified to the minimum extent necessary to make them valid and enforceable.
    16. Where the deemed modification in Clause 17.5 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these T&Cs shall still remain in full force and effect.
    17. You and We are and shall remain independent parties and neither You nor We shall have, or represent Ourselves to have, any authority to bind the other party to act on Our behalf.
    18. Nothing in these T&Cs shall be construed to make either You or We an agent, employee, franchisee, joint venturer or legal representative of the other party.
    19. Except as expressly stated, these T&Cs do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only the following people have rights under these T&Cs:
      1. You;
      2. Us; and
      3. the operator of the app store from which You downloaded Our App, where applicable.
    20. All notices under these T&Cs shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to admin@osome.com.
    21. These T&Cs are drawn up in the English language and the English language version of the same shall always prevail over any translation. These T&Cs shall be construed, interpreted and administered in English.
    22. These T&Cs are governed by, and shall be construed in accordance with, the law of Singapore.
    23. Both You and We irrevocably submit to the exclusive jurisdiction of the courts of Singapore in relation to any disputes.
    1. «Account Information» means the following information that You provide to Us to register for a User Account:
      1. a copy of Your identity card or passport;
      2. Your full name;
      3. Your address;
      4. Your email address;
      5. Your mobile phone number;
      6. Your birthdate;
      7. the details of at least 1 valid credit card; and
      8. any other information We may request from You from time to time.
    2. «Force Majeure Event» means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these terms and conditions («T&Cs») (e.g. acts of God, civil unrest, political situations etc.).
    3. «IPR» means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks , trade names, business names, service marks, brands, logos, service names, trade secrets, know-how , domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the Osome Website / App Terms and Conditions 11 aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
    4. «Marks» means company names, product and service names, trademarks, service marks, designs and logos.
    5. «Online Tools» means Our Site and/or Our App.
    6. «Our App» means the Osome application downloadable via a relevant app store including those offered by Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon.
    7. «Our Site» means the website at https://osome.com/legal.html.
    8. «Privacy Policy» means Our privacy & cookie policy accessible at https://osome.com/privacy;
    9. «Service Contract» means the service contract that You enter with Us to purchase Our Services.
    10. «Services» means any services which We may choose to offer via Our Site and/or Our App including the company incorporation, secretarial, accounting and other related services provided by Us.
    11. «T&Cs» means these terms and conditions.
    12. «Third Party» means a natural person or legal entity who is neither You nor Us.
    13. «Use» means using any of the Online Tools, including downloading, accessing, browsing, viewing or registering to use and utilising in any manner (as the case may be) the Online Tools either directly or indirectly.
    14. «User» means any natural person who has downloaded Our App and/or visited Our Site or the legal entity that they are authorised to represent.
    15. «User Account» means the personal user account that You register with Us via the Online Tools to gain access to the Services We offer.
    16. «Virus» means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.

Terms of Business

Table of contents

  1. Parties

  2. Overview

  3. Request orders and service contracts

  4. Your status

  5. Services

  6. Third party services

  7. Your obligations

  8. Warranties

  9. Our prices/payment

  10. Liability

  11. Indemnity

  12. Termination

  13. Intellectual property

  14. Confidentiality

  15. General provisions

  16. Definitions

By clicking “Register” You unconditionally acknowledge and agree that these TOB shall exclusively govern Our performance of Services to You.If for any reason, You refuse to accept these TOB, You acknowledge and agree that You will not be able to submit any Order Requests to Us and We will not have any obligation to perform any Services for You whatsoever.

    1. Osome Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201712242C («Osome», «We», «Our», «Us»). Our registered address is 79 Ayer Rajah Crescent, #05–08, Singapore 139955.
    2. You and/or the company on behalf of which You are authorised to act is/are the party(ies) to whom We shall be performing the Services. («You», «Your», «Yours»).
    1. We offer access to a wide range of business administration support services via the Online Tools that are either performed by Us and/or by providers of Third Party Service with whom We can help You to interact.
    2. You are registered as a user of the Online Tools, the terms of use of which are governed by the Osome Terms & Conditions and as such may submit Order Requests for Our Services from time to time via the Online Tools.
    1. Where You place an Order Request via the Online Tools, You will receive a message via Our App or an email from Us acknowledging that We have received and are reviewing Your Order Request.
    2. Your Order Request constitutes an offer to Us to buy Our Services and are subject to acceptance by Us, in our sole and absolute discretion, and We will confirm such acceptance to You by sending You a message via Our App or an email confirming Our acceptance.
    3. Each Order Request, once accepted by Us, becomes a Service Contract and shall immediately constitute a separate and independent binding contract between You and Us incorporating these TOB.
    1. By submitting an Order Request to Us through the Online Tools, You warrant and represent to Us that You:
      1. are at least 18 years of age;
      2. have read, understood and accepted these TOB;
      3. are duly authorised to submit the Order Request;
      4. intend to enter into a legally binding contract with Us if we accept your Order Request; and
      5. are legally capable of entering into binding contracts.
    1. Subject to Your compliance with Clause 9, We shall use reasonable efforts to perform the Services set out in each Service Contract as soon as reasonably possible and otherwise in accordance with these TOB.
    2. You acknowledge and agree that Your ability to access accounting and bookkeeping services and legal template documentation via the Services does not establish Us as a provider of accounting, bookkeeping or legal services.
    1. You acknowledge and agree that certain Services may be made available or accessed in connection and/or may involve facilitating Your access to Third Party Services which We do not provide and whose providers we do not control.
    2. Where Clause 6.1 applies, You unconditionally acknowledge and agree that:
      1. different terms and conditions of use and/or privacy policies may apply to Your use of such Third Party Services and You shall agree to and fully comply with such terms and conditions and/or policies;
      2. You shall enter into and maintain a direct contractual relationship with the providers of any relevant Third Party Service without any recourse and/or liability to Us whatsoever;
      3. We do not endorse such Third Party Services, including any that We may assist You to source, and in no event shall We be responsible or liable to You for any products or services of such Third Party Service providers;
      4. to the extent that any element of the Services are hosted on or utilise a Third Party website (e.g. Facebook) and there are separate terms of use for that website, You shall agree to and fully comply with such terms of use; and
      5. you shall promptly fulfil any reasonable request that We make to You in connection with the Third Party Services.
    3. Strictly subject to Clause 6.2 and 10.2, We may help facilitate Your access to certain Third Party Services, including for example, access to QuickBooks and the like.
    1. To enable Osome to perform the Services, particularly those hat interact with the Third Party Services, You shall promptly provide Us with all relevant information which may have any bearing on the Services being procured.
    2. In particular, it is vitally important that:
      1. You provide all instructions, information and documents required for Osome to perform and/or procure the performance of the Services in a pro-active, responsive and/or timely manner;
      2. All information which You provide is correct, complete and not misleading;
      3. where required, You will register and maintain a user account in Your own name with the relevant Third Party Service provider;
      4. if required, You shall provide Us such access and/or permissions in relation to the Third Party Services as We may reasonably require to perform the Services;
      5. if required, You shall provide Us unrestricted access to and unconditional permission to use any user account that You maintain with Third Party service providers at all times so that We can perform the related Services;
      6. where relevant, You shall ensure that We are properly authorised to act and/or interact on Your behalf in relation to the Third Party Services as may be reasonably required to perform the Services; and
      7. if there are changes to the information provided to Osome, You notify Us immediately.
    1. You warrant and represent to Us that:
      1. where You are procuring Services on behalf of a company or other recognised form of legal entity, You have the requisite legal authority to do so;
      2. all information You supply to Us is true and accurate and We may rely on the same without the need for further verification;
      3. You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or Use Our IPR; and
      4. You shall not breach any of the conditions of these TOB.
    2. You acknowledge and agree that We:
      1. provide the Services on an ‘as is’ basis and that we do not warrant or represent that they:
        1. (a) are accurate, complete or up to date;
        2. (b) will always be available via the Online Tools; or
        3. (c) will meet Your expectations;
      2. exclude all conditions, warranties, representations or other terms (whether express, implied or otherwise) which may apply to the performance of the Services to the maximum extent permitted by applicable law.
    1. You hereby authorise Us to make a debit on the debit or credit card associated with Your User Account or provided to Us when You submit Your Order.
    2. Where Your Order is for a subscription-based Service, You hereby authorise Us to make a debit pursuant to Clause 9.1 for subscription fees for the subscription period.
    3. You acknowledge and agree that, unless You notify Us otherwise in writing, Your subscription for a subscription-based Service shall continue and You authorise us to make debits pursuant to Clause 9.1 for the applicable subscription fee for each renewal period.
    4. The Services are charged in Singapore dollars. Payment received means when money is confirmed as having been deposited in Our accounts as cleared funds.
    5. You acknowledge and agree that if, for whatever reason, Your payment is reversed or declined, where recurring payments are required, then Your liability to Us will automatically be deemed a debt immediately due and payable.
    6. Any outstanding payments You owe Us shall attract late payment interest of 18% per annum until full payment is received.
    7. If We are unable to fulfil a Service Contract for reasons outside Our control, e.g. due to You providing incomplete or inaccurate data, We will cancel the Service Contract and issue You a credit note.
    8. Our prices for the Services are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Services.
    9. You remain liable for payment of applicable taxes and You shall pay all Osome invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges.
    10. Where We do not receive full payment as a result of You not paying Your bank charges, We will raise a separate invoice to You for the amount of the unpaid charges.
    11. If You do not pay for Your Service Contract in full and on time then We reserve the right to:
      1. terminate Your use of Your User Account; and/or
      2. suspend and/or terminate the performance of the Services forthwith in whole or in part.
    1. These TOB set out the full extent of Our obligations and liabilities to You in respect of the Services.
    2. You acknowledge and agree that We (together with Our officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable to You for any losses and/or liabilities whatsoever arising out of or in connection with:
      1. Your Use of or reliance on the Services made available via the Online Tools or Your inability to Use the Online Tools and/or the Services (as the case may be);
      2. any failure to perform the Services, in part or in full, due to Third Party Services and/or abnormal and unforeseen circumstances beyond Our control, including phone network failures or You being out of obile coverage; or
      3. any inaccuracy or other defect in any document or information You supply;
      4. any failure to provide the Services arising out of or in connection with Your breach of Clause 6.2 or which otherwise relates to Third Party Services; and
      5. any arrangements You make in connection with a Third Party Service provider that You wish to use in connection with the Services, including, without limitation, QuickBooks and Xero; and
      6. any transaction or relationship between You and any Third Party Service provider for which You have utilised Our Services;
    3. Subject to these TOB and to the extent permitted by law, ur maximum aggregate liability to You arising out of or in connection with these TOB is limited to the lower of $300 or the value of the relevant Service Contract.
    4. Except where You breach Clauses 11 and/or 14. no party shall be liable to the other for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.
    5. Nothing in these TOB shall limit or exclude:
      1. a party’s liability in respect of death or personal injury caused by Our negligence or for Our fraud or fraudulent misrepresentation;
      2. any other liability that cannot be excluded by law; or
      3. Your statutory rights.
    6. The limitations and disclaimer in Clause 10.3 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under applicable law.
    7. If We are ever found be liable to You under these TOB, Our liability will be to You only and not Your subsidiaries, affiliates or any third parties You deal with.
    1. You acknowledge and agree that You shall fully indemnify Us from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
      1. Your use of the Services;
      2. Our provision of the Services in connection with any Third Party Services; and
      3. Our use of any and all information that You submit to Us via the Online Tools.
    2. For the purposes of Clause 11.1, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.
    1. We may immediately terminate any Service Contract with you under these TOB at any time upon notice to You and/or by cancelling Your access to Your User Account.
    2. Where We terminate this Agreement for whatever reason then:
      1. We shall refund You any fees for Services that have been paid for but not performed, except where those fees have been stated as non-refundable; and
      2. it shall be without further liability to You whatsoever.
    3. Where You have taken Services on a subscription or plan basis, You shall have the following rights to terminate:
      1. where We are in material breach of this Agreement;
      2. at the end of any minimum contracting term provision ssociated with the relevant Services subject to all fees having been paid in full.
    4. Upon receipt of a termination notice, the Parties shall promptly (and in any event, within any time frame set out in the termination notice):
      1. return all Confidential Information to the Party that disclosed it, or destroy such Confidential Information and provide evidence of destruction where requested;
      2. any outstanding payments owed to Us, if any, will immediately become due;
      3. take all possible action to mitigate any liabilities which may arise as a result of such termination; and
      4. cease performance of the obligations under this Agreement in accordance with, and to the extent specified in, the termination notice.
    5. The provisions of Clauses 10, 11, 14, 15.1, 15.11, 15.12, 15.16, 15.17, 15.22, 15.23 and 15.24 shall survive the termination of these TOB.
    6. Clause 12.5 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these TOB.
    1. The IPR owned by a Party prior to the date of this agreement and made available to the other Party in connection with this Agreement shall remain the absolute property of the granting Party.
    2. You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR, if provided under this TOB. We reserve all rights at all times in Our IPR.
    3. You only get a licence to use Our IPR (if any is required to provide the Services) to the extent required to receive the Services and then only for Your normal business purposes.
    4. You shall take such steps as are required to secure any licence and/or permissions that We might need in order to provide You the Services in connection with any Third Party Services that You obtain.
    5. You acknowledge and agree that:
      1. any unauthorised use or reproduction of Our IPR by You or Third Parties authorised, permitted or enabled by You is a very serious issue that will materially impact Our business;
      2. You will not (and will not permit Third Parties to) use Our IPR (or any part of it) to develop, offer or engage in similar or competing services; and
      3. should Our IPR be infringed or copied in contravention of these TOB Our losses will be substantial.
    1. This Clause 14 is mutual and applies to all Confidential Information provided to each other. Both Osome and You shall observe the following obligations:
      1. that all Confidential Information will be treated as being absolutely confidential;
      2. no disclosures to anyone if not agreed in advance in writing, unless to lawyers or a court or if a regulator demands it;
      3. all Confidential Information is to be kept really secure — no less than reasonable commercial efforts must be applied to keep it secure;
      4. if Confidential Information has been compromised then report it to the other party immediately; and
      5. return or destroy the Confidential Information once Your customer relationship with Osome has ended subject to applicable laws which say it must be kept.
    1. You unconditionally and irrevocably acknowledge and agree that Osome may novate these TOB to any entity You may establish pursuant to these TOB where so requested by Us, upon which the relevant entity will replace You for the purposes of these TOB.
    2. In addition to its general obligations to comply with applicable law, each party shall comply at all times with all applicable data protection and privacy legislation.
    3. You acknowledge and agree that We may amend these TOB at any time at Our discretion and You will be deemed to have accepted any amendments if You continue using the Services after the amendments are displayed.
    4. Both You and We shall comply with all applicable law.
    5. Each party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of Clauses 11 and/or 14; and the impacted party may seek interim or injunctive relief.
    6. We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Online Tools (or any part thereof) and the Services.
    7. Neither You or We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under these TOB as a direct result of an established Force Majeure Event.
    8. These TOB constitutes the entire agreement between You and Us relating to Our performance of the Services for You, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties.
    9. You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these TOB without Our prior written approval.
    10. We may assign, transfer or deal in any way with Our rights under these TOB including to an affiliate or any Third Party.
    11. No failure to exercise, nor any delay in exercising, any right, power or remedy under these TOB shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
    12. Any waiver of any breach of these TOB shall not be deemed to be a waiver of any subsequent breach.
    13. If any provision of these TOB is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these TOB shall be deemed modified to the minimum extent necessary to make them valid and enforceable.
    14. Where the deemed modification in Clause 15.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these TOB shall still remain in full force and effect.
    15. You and We are and shall remain independent parties and neither You nor We shall have, or represent Ourselves to have, any authority to bind the other party to act on Our behalf.
    16. Nothing in these TOB shall be construed to make either You or We an agent, employee, franchisee, joint venturer or legal representative of the other party.
    17. Except as expressly stated, these TOB do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only You and We have rights under these TOB.
    18. All notices under these TOB shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to admin@osome.com.
    19. You acknowledge and agree that We may communicate with You by email sent without encryption over the internet.
    20. We will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments.
    21. We will not be responsible for the effect on any computer system of any emails, attachments or viruses which may be transmitted by this means.
    22. These TOB are drawn up in the English language and the English language version of the same shall always prevail over any translation. These TOB shall be construed, interpreted and administered in English.
    23. These TOB are governed by, and shall be construed in accordance with, the law of Singapore.
    24. Both You and We irrevocably submit to the exclusive jurisdiction of the courts of Singapore in relation to any disputes.
    1. «Confidential Information» means this agreement and all information of any nature which a party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential;
    2. «Service Contract» means any Order Request that We have accepted pursuant to Clause 3.3.
    3. «Force Majeure Event» means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these TOB (e.g. acts of God, civil unrest, political situations etc.).
    4. «IPR» means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
    5. «Personal Information» means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller;
    6. «Online Tools» means Our Site and/or Our App.
    7. «Order Request» means any Service You request Us to perform via the Online Tools.
    8. «Our App» means the Osome application downloadable via a relevant app store including those offered by Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon.
    9. «Our Site» means the website at  https://osome.com/.
    10. «Services» means the services set out in any Service Contract.
    11. «TOB» means these Terms of Business.
    12. «Third Party» means a natural person or legal entity who is neither You nor Us.
    13. «Third Party Services» means any services You have procured directly from Third Parties in relation to which You intend to utilise some or all of the Services.
    14. «User Account» means the personal user account that You register with Us via the Online Tools to gain access to the services We offer.