Terms and conditions

SLEEK TERMS AND CONDITIONS OF SERVICE

This dashboard (the “Dashboard”) is provided by SLEEK TECH (PTE. LTD.), a company registered in Singapore under the unique entity number 201708433H (“SLEEK”) as one of the services that SLEEK provides alongside the SLEEK website (the “Website”), SLEEK’s email notifications and any information or content appearing therein to facilitate the provision of any of its corporate services (“SLEEK Services”). Use of this Dashboard, Website, email notifications or any of SLEEK’s Services are subject to the following terms and conditions of service (the “Terms”).

BY ACCESSING OR USING ANY SLEEK SERVICES YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY AND PAYMENT TERMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING RISKS AND OBLIGATIONS.

1. Definitions

1.1 “You” and ‘your” includes:

a) any company identified during registration on the SLEEK Dashboard and any company which will or has been incorporated using the Dashboard or which is now registered on the Dashboard and will use SLEEK’s corporate secretarial online service (a “SLEEK Company”);

b) any individual linked to a SLEEK Company whether as shareholder, director, officer, employee or user of the Dashboard on behalf of a SLEEK Company; or

c) any individual or company which has registered on the SLEEK Dashboard for the

use of SleekSign services.

1.2 “User” means any person using the Dashboard and any SLEEK Services whether on his or her own behalf, or on behalf of a third party.

1.3 All Users that use or access the Dashboard or any SLEEK Services represent and warrant that they have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.

2. Services

2.1 SLEEK provides a range of corporate services and corporate solutions (collectively “SLEEK Services”) using cloud-based software.

2.2 SLEEK is not a law firm and as such does not provide legal advice or any legal services.

2.3 Users may engage SLEEK to provide corporate secretarial services. These services may include any of the following:

a) company incorporation (if applicable);

b) provision of a registered office address and mailroom;

c) maintenance of statutory registers on the Dashboard in accordance with

the legal requirements;

d) lodgement and payment of regulatory filings with the Accounting and

Corporate Regulatory Authority (“ACRA”) of Singapore;

e) provision of a nominee director as required by Section 145 of the

Companies Act, Cap. 50 (subject to the entering into any supplemental

documents as requested by SLEEK);

f) preparation of all corporate decisions and resolutions in connection with the

governance of a SLEEK Company;

g) filing all changes relating to a SLEEK Company, including but not limited to

change of officers, shareholders, share capital, registered office, particulars of

officers or shareholders;

h) provision of accounting services, including, but not limited to:

preparation of management report;
preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements);
preparation of financial statements in XBRL format;
maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and
perform bank and other accounts reconciliation;

i) provision of payroll services, including, but not limited to:

salary calculation on a monthly basis;
salary payment to employees via issuance of cheques or through bank transfer;
automatic generation of monthly pay slips for employees;
central Provident Fund (CPF) registration and monthly payment to CPF;
issuing IR8A Form for personal tax including statutory annual filing;
preparation and submission of Auto-Inclusion Scheme with Inland Revenue Authority of Singapore (IRAS); and
maintenance of payroll file for each employee; and

j) provision of additional payroll services, including, but not limited to:

tax computation to calculate tax liability of the Company;
preparation of Form C for Company’s approval; and
preparation of tax forms for Company’s submission.

2.4 By appointing SLEEK as the User’s company secretarial service provider, SLEEK shall carry out, or appoint one of its employees to carry out, the duties of a company secretary in accordance with Singapore law.

2.5 SLEEK shall only provide company secretarial services as requested by the User from time to time orally, in writing or any other manner in which SLEEK may accept. The User agrees that SLEEK has no liability to the User for any loss or damage arising out of or in relation to SLEEK providing company secretarial services in accordance with User’s instructions.

2.6 SleekSign is a SLEEK Service which allows Users to send and sign documents electronically.

2.7 Users may use SleekSign in conjunction with other SLEEK Services or as a standalone service in accordance with these Terms and any other Terms and Conditions which may be added or amended from time to time.

2.8 All Users shall indemnify SLEEK (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SLEEK in the course of and pursuant to its duties and obligations provided by any SLEEK services in accordance with your instructions or these Terms.

2.9 SLEEK may require that, in order for the performance of SLEEK Services (including the services of acting as nominee director for a SLEEK Company), all Users shall enter into any supplemental agreements or carry out any acts required by SLEEK or by law in order for SLEEK to provide SLEEK Services. SLEEK shall not be obliged to provide any SLEEK Services if the User fails to enter into a supplemental agreement or carry out any acts required by SLEEK or by law.

2.10 If SLEEK, in its opinion, is obliged to meet any of the User’s requirements or legal obligations, the User agrees that SLEEK is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at the expense of the User.

2.11 At the request of SLEEK, the User shall provide SLEEK with all documents and information as required by SLEEK in order for SLEEK to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason that SLEEK may consider necessary from time to time.

3. Registration

3.1 Users must register for a User account to access and use SLEEK Services.

3.2 By creating a user account for any SLEEK Services you automatically accept these Terms.

3.3 In order to use the Dashboard and SLEEK Services, you must provide all information and documents requested by SLEEK. You undertake and warrant to provide accurate, current and complete information and documentation.

3.4 In case of any change in the information provided by you upon registration you undertake to update this information without delay. SLEEK shall not in any way be held responsible or liable in the event that you have not updated your information or have not notified SLEEK of any change of situation.

3.5 A User registering on the Dashboard has access to the Dashboard through the combination of a username and a password. The combination username and password is strictly private and shall be kept confidential by the User.

3.6 In case of a loss of password, the User will be able to reinitialize its password on the Dashboard.

4. Affiliate Program

4.1 You may participate in SLEEK’s Affiliate Program (“Affiliate Program”) when you purchase any SLEEK Service set out above in Clause 2. All clients that have purchased any SLEEK Service will be automatically enrolled in the Affiliate Program.

4.2 The Affiliate Program is governed by the Affiliate Agreement (“Affiliate Agreement”).

4.3 You understand and agree that the Terms and Conditions set out in the Affiliate Agreement are made a part of these Terms and Conditions by this reference and you will be bound by them. To view the Affiliate Agreement and the Terms and Conditions set out therein, please consult our website.

5. Use of Services

5.1 SLEEK may at any time suspend or discontinue any SLEEK Services or any feature of any SLEEK Service, including support enabling the use of the Dashboard.

5.2 SLEEK will make every effort to ensure that SLEEK Services are available, however, such services may be interrupted to conduct maintenance, repairs, upgrades, or network or equipment failures.

5.3 The operation of SLEEK Services may be affected by external events including but not limited to epidemics, strike, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events.

5.4 SLEEK will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to any such events or causes referred to in paragraph 5.3 above, or any other event beyond SLEEK’s reasonable control.

6. Confidentiality

6.1 Definition of Confidential Information. In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, User Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

6.2 Protection of Confidential Information. Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (collectively known as “Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.

6.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

6.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If SLEEK is compelled by law to access or disclose the User’s Confidential Information as part of a civil proceeding to which the User is a party, the User will reimburse SLEEK for the reasonable costs of compiling and providing secure access to such Confidential Information.

7. Intellectual property

7.1 By agreeing to these Terms you agree to only subscribe to the use and access of SLEEK services. You acknowledge that you have a limited right to access and use SLEEK services and that no ownership rights are transferred to you under these Terms.

7.2 Other than the content generated by the User or other users of the Dashboard, SLEEK owns copyright in the content of this Dashboard. You may download and temporarily store one or more of the pages of this Dashboard for the purposes of viewing them and you may print any page from this Dashboard for use only by User and its employees, officers and agents.

7.3 Any other storage, copying, transmission or distribution of the content of this Dashboard as well as creation of any derivative works with respect to the Dashboard is prohibited without our consent.

7.4 Provided that the User complies with these Terms, SLEEK grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable licence to use the Dashboard in order to gain access to SLEEK’s Services.

7.5 The marks ‘SLEEK’ and its logo, and ‘SleekSign’ and its logo are trademarks of SLEEK, and nothing in these Terms gives User the right to use those trademarks without SLEEK’s prior written approval.

7.6 SLEEK and the User may use third party software and application programming interfaces (“APIs”) when using the Dashboard or the SLEEK Services. SLEEK does not guarantee the reliability of such third-party software or APIs.

7.7 The User agrees that SLEEK IS not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the Dashboard or SLEEK Services.

8. Payment terms

8.1 The price, features and options of SLEEK Services depend upon the Subscription Plan selected by you.

8.2 The User shall pay SLEEK in advance the fees set out in the Subscription Package as stated on the Dashboard or the Website for the relevant SLEEK Services it has ordered (“Fees”). If the User has purchased a Subscription Package, SLEEK will automatically renew the User’s subscription at the end of the applicable subscription period. Unless the User chooses to cancel its subscription before the end of the applicable subscription period, the User authorises SLEEK to charge the User’s Payment Method (as defined below) for the fees relating to SLEEK’s Services for the renewed subscription.

8.3 The Fees shall be paid through a secure payment process incorporated into our Dashboard or Website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire. “Payment Method” means a current, valid, accepted mode of payment, as may be updated from time to time, which is provided by the User to SLEEK.

8.4 In the event that any fees are due for SLEEK Services not set out in the Dashboard or the Website, SLEEK shall issue an invoice to User for any such SLEEK Services provided. The User shall pay the fees set out in the invoice for such SLEEK Services on receipt of the invoice issued by SLEEK.

8.5 The User acknowledges and agrees that completion of the online payment process does not constitute SLEEK’s acceptance of a User’s offer to purchase SLEEK Services. SLEEK’s acceptance of User’s order shall take place only on commencement of SLEEK Services that the User ordered from SLEEK.

8.6 SLEEK reserves the right to decline an order for SLEEK Services for any reason and will refund any fees prepaid if an order is declined, provided that no SLEEK Services have been used by the User.

8.7 During the online payment process, the User shall be required to enter their payment details, which are disclosed directly to an independent third-party payments processor.. The User authorises SLEEK to charge the Payment Method associated to the User’s account for payment of any fees due to SLEEK.

8.8 All payments are processed by an independent third-party payment processor. SLEEK excludes all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third-party payment processor shall apply.

8.9 The User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then the User’s liability to SLEEK will automatically be deemed a debt immediately due and payable. Any outstanding payments that a User owes SLEEK shall attract late payment interest of 15% per annum until full payment is received.

8.10 All Fees for any SLEEK Services are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with SLEEK Services.

8.11 If a User does not pay for any SLEEK Services in full and on time then SLEEK reserves the right to either terminate the use of the User Account; and/or suspend and/or terminate the performance of the services forthwith in whole or in part.

8.12 If the User exceeds the prescribed usage of a Subscription Package, SLEEK will inform the User that the existing Subscription Package will be automatically upgraded to a new Subscription Package (“New Subscription Package”). In the event of such upgrade, the fees payable for the New Subscription Package will be changed accordingly. The User’s use of SLEEK’s services will constitute acceptance of the upgrade in subscription package and the fees applicable to the New Subscription Package. Further, the User authorises SLEEK to charge the User’s Payment Method for the fees applicable to the New Subscription Package.

9. Limitation on liability

9.1 To the fullest extent permitted by law, SLEEK and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the SLEEK Services and the use of the Dashboard.

9.2 SLEEK Services and the content and documents generated by the Dashboard are provided on an “as is” basis. No assurance, representation or warranty of any kind is made whether express, implied or statutory including but not limited to warranties of title or implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.

9.3 SLEEK will make every effort to provide high quality services, however, it does not make any representation or warranty that:

a) the information or content provided as part of SLEEK Services will be

entirely correct and up to date;

b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;

c) SLEEK Services are free from bugs or viruses;

d) correspondence between a User and SLEEK will be free from interception, corruption, error, delay or loss;

e) access to SLEEK Services will always be available or uninterrupted;

f) use of SLEEK Services will achieve any particular result and meet your expectations.

9.4 SLEEK shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of the use of or the inability to use SLEEK Services.

9.5 Any liability of SLEEK to any User is limited strictly to the amount paid by the User to SLEEK (if any) for the services provided.

10. Indemnity

10.1 You agree to indemnify and hold SLEEK (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, cists (including legal fees and costs), and expenses in connection with or arising from:

(i) your breach of these Terms,

(ii) your use of SLEEK Services and/or

(iii) any misrepresentation made by you.

10.2 All Users represent, warrant and undertake that they shall comply with all applicable laws and regulations when using any SLEEK Services.

10.3 All Users shall indemnify SLEEK (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SLEEK arising from a User’s breach.

11. Termination of SLEEK Services

11.1 Either party may terminate any SLEEK Services by giving at least thirty (30) days’ written notice to the other party.

11.2 SLEEK will not provide any refund for any cancellation of any SLEEK Services.

11.3 If you terminate any SLEEK Services, your access to the SLEEK Dashboard will be restricted solely to the data export functions. You will be able to export the records pertaining to your Company for a period of twelve (12) months from the date of termination (the “Post-Termination Period”).

11.4 Following the expiry of the Post-Termination Period, you acknowledge that your Company information may be deleted or overwritten from the SLEEK platform. It is your sole responsibility to maintain the records of the Company after the termination of any SLEEK Services.

12. Privacy

12.1 By using and/or accessing the SLEEK Dashboard, Website or any SLEEK Services, you acknowledge that you have read and agree to the SLEEK Privacy Policy, available at our Website here, which forms a part of these Terms.

12.2 You consent to the collection, use and/or disclosure or handling of your Personal Data for the purposes set out in the SLEEK Privacy Policy.

12.3 By using the SLEEK Dashboard, Website and any SLEEK Services you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the SLEEK Dashboard may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

13. Variations of these terms

13.1 These Terms may be varied from time to time by SLEEK.

13.2 In case of a material change to the Terms, SLEEK will inform you by notice. If you continue to use SLEEK Services you agree to be bound by the then current terms.

14. Waiver and severability

14.1 SLEEK’s failure to enforce a provision in these Terms is not a waiver of SLEEK’s right to do so later.

14.2 If a provision in these Terms is found to be unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.

15. Third party rights

Only the User and SLEEK shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise.

16. Governing law

16.1 These Terms shall be governed by, and construed in accordance with, the laws of Singapore law.

16.2 The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement.

17. Dispute resolution

Before filing any claim against SLEEK, you agree to try to resolve any dispute, howsoever arising, informally by contacting [email protected].

Last revised 14 September 2020