Automated Corporate Services Provider in Singapore

Updated: 23 January 2026

Welcome to Swiftly Pte Ltd ("Swiftly", unless the context requires otherwise, references to "we", "our", "us" and other similar pronouns shall refer specifically to Swiftly). This webpage contains the terms and conditions (these "Terms") that are applicable to your use of our Services (as defined herein). You can access our privacy policy (the "Policy") by clicking on this link.

These "Terms" and the "Policy" apply to your use of the licences granted hereunder and our Services.

PLEASE READ THESE TERMS AND THE POLICY CAREFULLY BEFORE USING OUR SERVICES VIA OUR WEBSITE.

BY CHOOSING TO USE OUR SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES VIA OUR WEBSITE.

We recommend that you print a copy of these Terms and the Policy for future references. Please also note that these Terms and the Policy may be amended from time to time. We will use reasonable endeavours to notify you of such amendments pursuant to these Terms and the Policy.

These Terms are designed around our internal risk management, compliance and operational policies. These policies reflect our legal and regulatory obligations, our responsibility to protect our officers, nominee directors, employees and our need to maintain a sustainable operating model for genuine clients.

To help clients understand these Terms, we may provide supplementary explanatory materials conveniently inserted at the appropriate locations under these Terms, including:

Rationale, being plain English explanations of why certain Clauses exist and why they may be necessary in practice.
Illustrations, being simplified examples or case studies based on scenarios we have encountered and how certain Clauses apply in those scenarios.
Guidelines, being practical operational guidance to help you use our Services smoothly and reduce avoidable delays, rework or rejections.

These supplementary materials are provided only to make these Terms clearer and easier to understand. They are not exhaustive and do not cover every situation.

No Legal Advice, No Reliance

Any rationale, illustration or guideline is provided for general information only. It does not constitute legal advice, regulatory advice, tax advice or professional advice of any kind. You must not rely on it as a substitute for obtaining independent advice that is specific to your circumstances.

Terms Prevail

If there is any inconsistency between these Terms and any rationale, illustration or guideline, these Terms prevail. Nothing in any supplementary material varies, limits, waives or overrides any provision of these Terms, unless we expressly state in writing that a specific Clause is varied.

Operational Nature of Guidelines

Guidelines are intended to help you avoid common issues. For e.g., we may recommend that you incorporate with a modest paid-up capital and increase it only after your entity's corporate bank account is registered. Guidelines do not create any obligation on us to accept an application or instruction, and we may still request information, impose conditions or decline to proceed in accordance with these Terms.

Transparency and Competitive Pricing

By applying these policies consistently and by your adherence to your obligations pursuant to these Terms, we can help keep our risk profile within acceptable limits, reduce avoidable risks, disputes and non-compliant behaviour, and avoid passing the cost of such behaviour to our wider client base. This helps us to keep our fees competitive for clients, who cooperate and operate legitimately, while meeting compliance obligations.

By using our Services, you confirm that you have read and understood this Note, and you agree that it forms part of these Terms.

1.1

Note on our Terms and Explanatory Materials. These Terms include the "Important Notes on How to Read These Terms" set out above. Those notes explain the objectives behind these Terms and how to read them. Any illustrations, guidelines or rationale that we may provide from time to time are provided for general information only and to assist understanding. They do not constitute legal advice and must not be relied on as such. If there is any inconsistency between these Terms and any such illustration, guideline or rationale, these Terms prevail.

1.2

Terms. These Terms represent a legally binding and enforceable agreement between us and each of our clients and users of our Services (as defined hereunder) via our website <https://swiftly.sg> (the "Website"), and sets out the rules for using our Services.

1.3

Licence. Subject to these Terms, we licence you to use:

1.3.1

the Website, the data transmitted to the Website, and any updates and supplements to it;

1.3.2

the related online or electronic documentation (such as any technical specifications to the users of the Website) (the "Documentation") (if any); and

1.3.3

the business administration support services that you can access via our Website or through our representatives, including but not limited to, our registered address service, incorporation service, nominee director service, corporate secretarial service, accounting services (such as preparation of management accounts, financial statements, etc.), tax services (such as tax computation, filing corporate taxes, etc.), administrative services (such as payroll services, mail forwarding services, etc.) (collectively, the "Services") and the documents that are generated by our cutting edge computer system and AI in the course of your use of our Services,

as permitted under these Terms.

1.4

Your acceptance of these Terms. By using our Services, you confirm that you accept these Terms (in particular, Clause 5 (Your Obligations) and Clause 6 (Waiver and Release, Limitation of Liability, Indemnity)), and that you agree to comply with them. If you do not agree to these Terms, you must NOT use our Services.

1.5

Changes to these Terms.

1.5.1

As we may amend these Terms from time to time, before using our Services, please check these Terms to ensure that you understand the Terms that apply at that time.

1.5.2

You recognise and acknowledge that it is impractical and impossible for us to obtain the consent of all our clients before amending these Terms. Accordingly, we shall be entitled to unilaterally change these Terms (i.e., without obtaining your consent) to reflect changes in (i) law, (ii) best practice, or (iii) to deal with the new and/or additional features that we introduce to our Services.

1.5.3

We will use reasonable efforts to provide you with a notice of the amendments or changes to these Terms.

1.5.4

Any amendments or changes to these Terms will take immediate effect from the date of our notice of the change unless otherwise specified in such notice.

1.5.5

If you do not accept the amendments or changes, you must cease usage of our Services immediately.

2.1

Registration. Our Services are made available to our clients, who are solely and personally responsible for any and all use of their account.

2.2

Eligibility. To register for an account to be our client and have access to our Services, our clients must:

2.2.1

for individuals acting in their own personal capacity (i.e., the individual is our client):

be of legal age (i.e., at least 18 years of age) and capable of forming a binding contract with us;
not be an individual that lacks capacity pursuant to Section 4 of the Mental Capacity Act 2008 of Singapore;
not be an individual who is barred for any reason whatsoever, whether by us or not, from receiving the Services (for e.g., individuals that are listed on any sanctions list maintained by the Singapore government or any other government, or any international organisations (such as the United Nations and European Union), etc.);
submit information on details regarding their identity, contact and profile that are truthful, accurate and not misleading in any respect (i.e., no impersonation of other individuals); and
not and will not authorise any other third parties to use the Services with their account; or

2.2.2

for individuals representing an entity (i.e., the entity is our client):

the person that is registering an account on behalf of any entity must comply with the eligibility requirements above at Clause 2.2.1 for individuals;
be authorised by the relevant entity and capable for forming a binding contract with us on behalf of such entity;
not be entities that are barred for any reason whatsoever, whether by us or not, from receiving the Services (for e.g., entities that are listed on any sanctions list maintained by the Singapore government or any other government, or any international organisations (such as the United Nations and European Union), etc.);
submit information on details regarding the relevant entity that are truthful, accurate and not misleading in any respect (i.e., no impersonation of other entities); and
not and will not authorise any other third parties to use the Services with its account.

2.3

Our Discretion. We reserve the right to reject applications or registrations for an account, or suspend or terminate your access to the Services, if, for instance, we have reason to suspect that the information that you had submitted to us is either illegal, inauthentic, inaccurate or misleading in any respect, or we have reason to suspect that there is any unauthorised use of your account or access to your password or other login credentials, which you are solely responsible for keeping confidential and secure.

2.4

Non-Transferable. Your account with us is exclusive and personal to you. Unless we give you our prior written consent, your account, including its benefits, are non-assignable and non- transferrable, whether for money, for anything else or for free. Accordingly, you hereby agree that any access provided to you for access to our Website or our Services shall not be loaned, transferred, or otherwise shared with any other individual (whether such individual is a client of ours or not). Any breach of this Clause shall result in the termination of your account with immediate effect in accordance with Clause 7.2 (Immediate Termination).

3.1

Fees. By accepting these Terms, you agree to pay all fees for the respective periods on a timely basis. If your account has been terminated because of your breach of these Terms, there will be no refunds for any unused portion of any fees paid.

3.2

Service Start Date

3.2.1

Unless we agree otherwise in writing, the service period for a subscribed Service starts on the earlier of:

the date we begin work in relation to that Service (including compliance checks, internal processing, document preparation or follow-ups) after you confirm your instructions by completing our online multi-step form, making payment and agreeing to these Terms; or
where applicable, the date we issue an invoice for that Service.

3.2.2

You acknowledge, agree and confirm that the timing of incorporation, filing or appointment may depend on completion of timely provision of accurate information and documents, and signatures (if applicable). Any delay caused by you does not change the start date of our Service.

Rationale for Clause 3.2 (Service Start Date)

This Clause sets a clear and objective start date for each subscribed Service, so both sides know when the service period begins (and correspondingly, the billing cycle).

We keep pricing competitive by standardising how we track service periods across different services and onboarding workflows. A clear “earlier of” rule reduces manual tracking, back and forth disputes, and ongoing monitoring of “when work truly started” on a case-by-case basis. That lowers administrative overhead, and help us keep fees predictable, efficient and certain for clients.

This Clause also reflects how our Service operates in practice. Once you confirm instructions (including by completing our online multi-step form and making payment), we begin compliance checks, internal processing, document preparation and follow-ups to progress the matter. Those activities involve real time and cost even if incorporation, filing or appointment completes later due to factors outside our control.

Illustrations for Clause 3.2 (Service Start Date)

Example 1 (Standard online onboarding, client delays KYC documents):

You submit the online form and make payment on 1 January. We begin compliance checks and review of documents and information submitted on 1 January. Later, we discover key details are missing or incorrect, or certain documents are not satisfactory, and we must request clarifications and additional supporting documents. You only provide remaining information and documents later such that we only complete our compliance checks and internal processing on 1 March.

Result: The service period start date remains 1 January.

Example 2 (Client changes mind after work has started):

You subscribe and pay for a Service on 1 January, and we begin compliance checks and internal processing. Before the appointment or filing is completed, you decide you no longer need that Service.

Result: The service period start date remains 1 January. The fact that you later change your mind does not change the start date. This also means that you are not entitled to a full refund on the basis that the appointments or filings were not completed.

Example 3 (Invoice issued):

We issue an invoice for a Service on 1 January. You pay on 20 January, and we proceed with the appointment thereafter.

Result: The service period starts on 1 January, because it is the earlier trigger stated in Clause 3.2.1.

3.3

Non-Refundable. To the extent permitted by law, you acknowledge, agree and confirm that the fees charged to you for your account or your access to the Services are non-refundable, including any instances of non-usage by you. For the avoidance of doubt, non-refundable amounts also include reasonable documentation and administration fees, KYC processing fees, Payment Processor Fees and all disbursements already incurred or committed on your behalf.

Illustration for Clause 3.3 (Non-Refundable)

Example 1 (Non-Usage): You subscribe to a service period but do not use the portal or request any corporate actions. The subscription remains non-refundable.

Example 2 (Early Termination): You subscribe to a one-year service period and paid the subscription fee for that one-year service period. After a month after subscription, you decided to terminate the service for any reason whatsoever (for e.g., you no longer need the nominee director service as you have another Singapore resident director, or you no longer need the registered address service as you have secured lease for your operations). The subscription remains non-refundable.

3.4

Disbursements. You acknowledge and agree that any disbursements incurred or committed by us on your behalf are strictly non-refundable. This includes, for example, filing fees, name reservations fees, government filing fees, bank or payment gateway charges, courier fees, translation fees and any other third-party charges. Such disbursements remain payable even if the relevant Services does not proceed to completion or is later terminated for any reason whatsoever.

3.5

KYC Processing Fee. You acknowledge and agree that we are required to carry out know-your-customer and sanctions screening checks before we accept or reject any client. If, after you submit an application for our Services, we have already processed your particulars through our screening platforms and we subsequently decide to reject your application, you agree that a non-refundable KYC processing fee of SGD 50 per individual / entity will be payable to us. This fee is to cover our internal compliance and screening costs, and our administrative and time costs in performing these checks, and is payable regardless of whether we ultimately reject your application or not. To clarify, this fee is waived in the event that we accept your application for engagement of our Services. Where the KYC processing fee is subject to GST (see Clause 3.7 (Goods and Services Tax)), the GST Absorption Concession applies if the KYC processing fee is charged or retained in relation to a first-time payment.

Illustration for Clause 3.5 (KYC Processing Fee)

Example 1 (Rejected after Checks): You submit an application and we run your particulars through our screening platforms. After review, we reject the application under our internal risk and compliance policies. The KYC processing fee becomes payable (or is retained, if already collected) because the screening work and costs have already been incurred.

Example 2 (Accepted): You submit an application and we accept you for engagement of Services. The KYC processing fee is waived.

Example 3 (GST Absorption for First-Time Payment): If the KYC processing fee is charged or retained in relation to a first-time payment, and it is subject to GST, we will apply the GST Absorption Concession in accordance with Clause 3.7 below.

3.6

Documentation and Administration Fees for Aborted Matters. If you decide not to proceed with any of our Services (e.g., incorporation, nominee director, appointment of corporate secretary services) after we have commenced work (e.g., if we have already incurred time costs in preparing the documents whether or not these documents were circulated via our system or by our representatives), you acknowledge and agree that we may charge a documentation and administration fee equal to 50% of the quoted fees for the relevant Services. This fee is to compensate us for time spent on liaising with you, drafting, preparing and internal administrative work already carried out. For the avoidance of doubt, such documentation and administration fee is non-refundable and is separate from the KYC processing fee which remains payable to us. Where the documentation and administration fee is subject to GST, the GST Absorption Concession applies if such fee is charged or retained in relation to a first-time payment.

Illustration for Clause 3.6 (Documentation and Administration Fees for Aborted Matters)

Example 1 (Client Aborts After Work Commences): Client requests incorporation or appointment of corporate secretary by registering an account and uploading the requested documents on our platform. Client later decides not to proceed. We will charge a documentation and administration fee equal to 50% of the quoted fees for the relevant services (or is retained, if fees are already collected).

Example 2 (Clarification that this Fee is Separate from KYC Processing Fee): If we also performed KYC and sanctions screening and later reject the application, the KYC processing fee under Clause 3.5 above remains payable, and it is separate from this fee.

3.7

Goods and Services Tax ("GST").

3.7.1

With effect from our GST registration date, all fees and charges payable to us under these Terms are subject to GST at the prevailing rate, where applicable (i.e., it does not apply to third-party disbursements incurred on your behalf (e.g., courier fees, filing fees payable to any authorities). Unless we expressly state otherwise in writing, all quoted fees are exclusive of GST.

3.7.2

For first-time clients, and first-time payments in respect of incorporation services (including any mandatory bundled services that form part of the incorporation package (e.g., nominee director services)), our quoted fees are inclusive of GST, and we will, as a commercial concession, absorb the applicable GST for such first-time payments ("GST Absorption Concession"). To clarify:

the GST Absorption Concession continues to apply even if (a) you decide not to proceed after we commenced work (including where Clause 3.6 (Documentation and Administration Fees for Aborted Matters) applies), or (b) we reject your application after conducting know-your-customer and sanctions screening checks (including where Clause 3.5 (KYC Processing Fee) applies); and
the GST Absorption Concession applies only to our fees that we charge or retain in relation to such first-time payments. It does not apply to disbursements or third-party charges that are payable on your behalf, unless we expressly state otherwise in writing.

3.7.3

Any Payment to You remains subject to Clause 3.10.2, i.e., the GST Absorption Concession is without prejudice to Clause 3.10.2 where you shall bear the Payment Processor Fee.

3.7.4

All renewal fees and all ongoing services (including but not limited to nominee director service, registered address service, corporate secretarial service, accounting and tax services, and ad hoc services) are quoted exclusively of GST unless we expressly state otherwise. GST at the prevailing rate will be added and is payable by you.

3.8

Our Discretion. You acknowledge and agree that we have the sole and absolute discretion to determine the billing, payment method(s) and payment terms from time to time.

3.9

Payment Method(s). All fees payable for our Services are to be paid by a credit card (not debit card) that is accepted by our appointed payment processor, unless we agree otherwise in writing.

3.10

Appointed Payment Processor.

3.10.1

As at the date hereof, payments made in the course of your use of our Services may be made by using Stripe, a third-party payment gateway and processing company. In using our Services and making payments to us via Stripe, you warrant that you have read, understood and agree to be bound by Stripe's terms and conditions, and its privacy policies, which are available on Stripe's website <https://www.stripe.com/>.

3.10.2

You acknowledge and agree that any fees charged by Stripe or any other appointed payment processor in connection with any payment made by you to us (or vice versa) (including any transaction fees, dispute fees, chargeback fees, refund processing fees, currency conversion fees and any other administrative fees) (the "Payment Processor Fees") are borne by you and not us. Accordingly, if any amount is payable by us to you for any reason whatsoever (including any rebate, reimbursement, credit balance payout, refund or other payment) (a "Payment to You"), we shall be entitled to deduct the applicable Payment Processor Fees from the Payment to You before paying any balance (if any) to you.

3.10.3

Where a chargeback or dispute is initiated without reasonable basis, we reserve the right to suspend the Services immediately and recover all related administrative, professional and compliance costs incurred in responding to the chargeback or dispute enquiry.

3.11

Representations on the Cardholder Identity. You represent and warrant to us that the cardholder whose credit card is used to pay our fees is either a director or a shareholder of the relevant entity and is duly authorised to use the card for that purpose. By submitting card details, you confirm that the cardholder consents to the use of the card for payment of all fees and charges under these Terms.

If you use a credit card that does not belong to a director or shareholder of the entity, or where the cardholder disputes the charge on this basis, you shall remain fully liable to us for all outstanding sums, and we reserve the right to notify the relevant government authorities of the potential credit card fraud.

3.12

Your Authorisation. By subscribing to our Services or submitting a request for our Services, you authorise us to renew your subscriptions and make the credit card charges associated with the account that you registered with us.

3.13

Your Subscription and Auto-Renewal. All subscriptions for our Services shall be paid in advance and in full and shall automatically renew upon the expiry of their respective commitment periods unless otherwise terminated at least 3 business days before the date on which the commitment periods expire. Notice of such termination may be given via email or dashboard notification. If you terminate our Services before the expiry of such commitment periods, there will be no refund for any unused portion of any fees paid. To avoid doubt, if you do not terminate the relevant Services within 3 business days before the date on which the commitment periods expire, you agree that you shall not be entitled to dispute the renewal fees charged and we reserve the right to charge reasonable administrative fees for time costs incurred in responding to the disputed charges, especially when such disputes are resolved in our favour.

Rationale for Clause 3.13 (Your Subscription and Auto-Renewal)

Many of our Services are continuous by nature, for example nominee director, registered address and corporate secretarial services. Any lapse, even for a short period, creates an immediate compliance risk for the entity, including gaps in statutory appointments and missed official correspondence.

Auto-renewal helps prevent accidental lapses and allow us to continue providing uninterrupted support and monitoring. It also reduces administrative time and cost because we do not need to chase individual renewal confirmations, track non-responses, or repeatedly follow up close to renewal dates. This keeps our operating costs reasonable, and supports more stable and competitive pricing for clients who remain compliant and responsive.

That said, clients remain in control because they can terminate by giving notice within the timeframe stated in this Clause.

3.14

Switching Packages.

3.14.1

If you wish to upgrade, downgrade, add, remove or otherwise change any subscription plan, package or service tier for any of our Services (a "Package Switch"), you shall notify us in writing. Any Package Switch is subject to our acceptance and operational feasibility, and will take effect only if and when we confirm acceptance in writing.

3.14.2

Unless we agree otherwise in writing, any request to downgrade a package or service tier (a "Downgrade") will take effect only from the start of the next service period (or the next renewal term, as applicable) provided always that the request for a Downgrade is made at least 14 days before the relevant Service is due for renewal. A Downgrade will not take effect or apply during the term. If a Downgrade request is made less than 14 days before the renewal, the then current package will be renewed for the next term, and the Downgrade will only take effect in the term after that.

Illustration for Clause 3.14.2 (Downgrade)

Example 1 (Downgrade request made on time, takes effect next term):

You subscribe to the Premium Corporate Secretarial Package at SGD 600 per year from 1 January 2025 to 31 December 2025 (i.e., renewal due on 1 January 2026).

On 10 December 2025, you request to downgrade to the Basic Corporate Secretarial Package at SGD 300 per year.

Because your request was made at least 14 days before renewal, the downgrade will take effect from 1 January 2026. Your current Premium package continues until 31 December 2025.

Example 2 (Downgrade request made late, takes effect one term later):

You subscribe to the Premium Corporate Secretarial Package at SGD 600 per year from 1 January 2025 to 31 December 2025 (i.e., renewal due on 1 January 2026).

On 25 December 2025, you request to downgrade to the Basic Corporate Secretarial Package at SGD 300 per year.

Because your request is made less than 14 days before renewal, the Premium package will renew for the next term (i.e., 1 January 2026 to 31 December 2026). The downgrade will take effect only from 1 January 2027.

3.14.3

Unless we agree otherwise in writing, any request to upgrade a package or service tier (an "Upgrade") may take effect immediately upon our written confirmation (or such other date as we may specify in writing). Save in the case of an Upgrade from a basic incorporation package to a premium incorporation package, where an Upgrade takes effect during the term, the fees payable for that service period shall be adjusted as follows:

we will charge the fees for your existing package on a pro-rated basis up to (but excluding) the effective date of the Upgrade; and
we will charge the fees for the upgraded package on a pro-rated basis from (and including) the effective date of the Upgrade to the end of the then current service period.

Illustration for Clause 3.14.3 (Upgrade)

Example 1 (Upgrade during the term, pro-rated adjustment):

You subscribe to the Basic Corporate Secretarial Package at SGD 300 per year from 1 January 2025 to 31 December 2025.

On 1 February 2025, you request to upgrade to the Premium Corporate Secretarial Package at SGD 600 per year, and we confirm the upgrade will take effect on 1 February 2025.

Fees for the service period of 1 January 2025 to 31 December 2025 shall be adjusted as follows:

Basic Package: pro-rated for 1 January 2025 to 31 January 2025 (i.e., one month)
Premium Package: pro-rated for 1 February 2025 to 31 December 2025 (i.e., 11 months).

We will invoice (or charge) the difference after taking into account any amounts already paid.

Example 2 (Upgrade request made, but effective date confirmed later):

You subscribe to the Basic Corporate Secretarial Package at SGD 300 per year from 1 January 2025 to 31 December 2025.

On 15 March 2025, you request an upgrade to Premium. For any reasons whatsoever (for e.g., outstanding fees owed), we confirm in writing that the upgrade will only take effect after these issues are remedied.

Fees for the service period of 1 January 2025 to 31 December 2025 shall be adjusted as follows:

Basic Package: pro-rated for 1 January 2025 to the date on which the issues are resolved.
Premium Package: pro-rated for the date on which the issues are resolved to 31 December 2025

We will invoice (or charge) the difference after taking into account any amounts already paid.

Example 3 (Exception: Upgrade from Basic Incorporation Package to Premium Incorporation Package):

You subscribe to the Basic Incorporation Package (inclusive of Basic Corporate Secretarial Package for a year) at SGD 550. During the service period, you request to upgrade to the Premium Incorporation Package (inclusive of Premium Corporate Secretarial Package for a year) at SGD 600. Because the difference is only SGD 50, we will not apply any pro-rating. Instead, we will simply charge an additional SGD 50 for the upgrade.

3.14.4

Unless we expressly agree otherwise in writing, no Package Switch will take effect retroactively.

3.15

Payment Details. It is your full responsibility to maintain the accuracy of your credit card details, and to ensure that there are sufficient funds in your nominated account or your credit card is valid with a sufficient credit limit when any fees to us are due. If any credit card charge is unsuccessful, you shall be responsible for any and all administrative fees and/or collection fees that may be imposed by us to compensate us for time costs incurred in recovering the fees that are due to us from you for our Services.

3.16

Outstanding Payments. If you do not make any payment for any of our fees when it is due, we reserve the right to suspend our Services until all outstanding amounts are fully paid. If you anticipate that you are unable to make any payment for any of our fees, please let us know as early as you possibly can. Any grant of extension of time is subject to our sole and absolute discretion.

3.17

Pricing Variation. We reserve the right to review, vary and/or amend the prices and categories of subscriptions, packages and administrative fees from time to time, at our sole and absolute discretion.

3.18

Additional Charges. We, in our sole and absolute discretion, are entitled to impose additional fees and/or costs if you violate any of these Terms or any other general terms and conditions, policies or guidelines that we impose from time to time.

3.19

No Set-Off or Withholding. All sums payable to us under these Terms shall be made for value on their due date and paid in accordance with these Terms. Such payment shall be free of any restriction, reservation or condition and (except to the extent required by law) without deduction or withholding on account of any amount, whether by way of set-off, counterclaim or otherwise. If a withholding, deduction or set-off is required by law to be made by you, the amount of payment due from you shall be increased to an amount which (after making such withholding, deduction or set-off) leaves an amount equal to the payment which would have been due if no withholding, deduction or set-off had been required.

3.20

Late Payment Interests. Any late payment of our fees will be subject to an interest rate of 2% per month (which compounds on a monthly basis) and will accrue on a daily basis until full payment is received by us.

3.21

Payment Terms for Resellers Only. The following only applies to you if you are a person that engages our Services for the purposes of reselling such Services to your end-customers:

3.21.1

In consideration of us not imposing any form of price controls and allowing you to determine your own fees to your customers, you acknowledge, agree and confirm that you shall be solely responsible in ensuring your customers cooperation with us. You further acknowledge, agree and confirm that your payment obligations under these Terms are not dependent upon your receipt of payment from your customer. Accordingly, even if you do not receive any payment from your customer, you shall continue to be responsible and liable for any payments of our fees.

3.21.2

Additionally, in the event that your end-customer wish to strike off the relevant entity incorporated by us in the provision of our Services, your end-customer and you shall be jointly and severally liable for all reasonable fees and charges incurred by us.

Rationale for Clause 3.21 (Payment Terms for Resellers Only)

You are a reseller and you control your commercial relationship with your end-customer, including your pricing and your credit terms. We do not control whether, when or how your end-customer pays you.

Our Services involve ongoing compliance and operational work that continues regardless of your end-customer's payment behaviour, especially for renewal and recurring services. If we are required to bear the risk of your end-customer's non-payment, we would need to impose additional controls and higher fees on reseller arrangements, which if we do so, will lower your margins when reselling our Services.

Accordingly, you remain fully responsible for payment to us, and where striking-off related applications are requested, both you and your end-customer remain responsible for the associated fees, charges and disbursements.

Illustration for Clause 3.21 (Payment Terms for Resellers Only)

Example 1 (Non-Payment by End-Customer): You resell our nominee director package to your end-customer. The service renews for the next term and our renewal fee becomes due under these Terms. Your end-customer delays payment to you, disputes your invoice or becomes uncontactable. Even if you have not received payment from your end-customer, you remain liable to pay us the renewal fee when due.

Example 2 (Striking Off Request): Your end-customer asks to strike off the entity and you submit the request to us (or you instruct us to proceed). You and end-customer are jointly and severally liable for our applicable fees and disbursements for that matter, even if the end-customer does not pay you.

Example 3 (End-Customer Uncontactable, Striking Off Recommended (ND Risk Control)): You resell our nominee director service to your end-customer. During the service term or at renewal, the end-customer becomes uncontactable, for e.g., they do not respond to repeated requests for information, documents or compliance clarifications. Because our nominee director remains appointed and this may heighten regulatory and compliance exposure for us, we may recommend that the entity be struck off as a risk control measure. In such cases, you and the end-customer remains jointly and severally liable for our applicable fees and disbursements for that matter.

4.1

Definitions. For the purpose of this Clause:

4.1.1

"Intellectual Property Rights" or "IPR" means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for such registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including Moral Rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, mask work rights, trading names, company names, business names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature anywhere in the world; and

4.1.2

"Moral Rights" means the non-economic rights of the author or creator of a work protected under the Copyright Act 2021, or any other applicable laws and regulations of any jurisdiction of the world, and it includes but is not limited to the right of attribution enabling such author or creator to be identified as the author or creator of the work, the right of integrity, which protects such work from any alteration, modification, distortion or other treatment in respect of such work, or any other similar rights anywhere in the world.

4.2

Reservation of our IPR. We are and remain the sole owner of all Intellectual Property Rights associated with the Website, the Services, the documents that we generate in the course of your use of our Services, and our social media accounts, which are protected by copyright and intellectual property laws and treaties around the world. Our status (and that of any identified contributor(s) (if any)) as the authors of content on our Website or our social media accounts must always be acknowledged. No rights or licences to the foregoing are granted except as expressly set out in these Terms. All of our Intellectual Property Rights are expressly reserved.

4.3

Your Personal Use. Without prejudice to our rights, you may print off one copy, and may download extracts of any page(s) from our Website or social media accounts, or the documents that we generate in the course of your use of our Services, for personal use, and you may draw the attention of others within your organisation or otherwise to content posted on our Website or social media accounts, or the documents that we generate in the course of your use of our Services. However, in doing so, you acknowledge and agree to ensure that these individuals that you disclosed such extract(s) to observe the confidentiality obligations under our Privacy Policy.

In connection with the foregoing, you must not modify or alter the paper or digital copies of any materials or extracts that you have printed off, downloaded or accessed in any way, and you must not use any illustrations, photographs, videos or audio sequences or any graphics separately from any accompanying text.

4.4

No Commercial Use. You must not use any part of the content of our Website or social media accounts, or the documents that we generate in the course of your use of our Services, for commercial purposes without obtaining a licence to do so from us or our licensors (as the case may be).

4.5

Breach. Without prejudice to our rights, if you print off, copy, download, share or repost any part of our Website or social media accounts, or the documents that we generate in the course of your use of our Services, in breach of these Terms, your right to use our Website or social media accounts, or access to our Services must cease immediately, and you must, at our option, return or destroy any copies of the material you have made.

5.1

Breach. You must read and understand this provision before using our Services. Any breach of this Clause may result in our immediate termination of your account and access to our Services in accordance with Clause 7.2 (Immediate Termination).

5.2

Acceptable Use Policy. At all times, you shall:

5.2.1

not use our Services in any way that could damage, disable, overburden, impair or compromise our operations or interfere with another individual's rights, use or enjoyment of our Services;

5.2.2

use our Services only for the purposes that are permitted in these Terms and any applicable law, regulation or generally accepted practices or guidelines (including any of our guidelines (if any));

5.2.3

use our Services in connection with your internal purposes and not with any other commercial purpose (including reselling, white labelling or passing off our Services as your own) except with our prior written consent;

5.2.4

have the sole responsibility of protecting the confidentiality of your password and/or email, for which we use to identify you as our client. Any use of your account information by any other individual or third party is strictly prohibited. You agree to immediately notify us of any unauthorised use of your account information or any breach of security of which you have become aware of or should have reasonably been aware of;

5.2.5

ensure that the contact details provided to us of you or your representatives remain contactable by us and shall be responsive to our representatives, especially on matters concerning compliance with applicable laws, regulations or generally accepted practices or guidelines (including any of our guidelines (if any));

5.2.6

not provide or otherwise make available our Services in any form, in whole or in part, to any person without prior written consent from us;

5.2.7

not copy or store the Documentation (as defined above), except as part of the normal use of our Services or where it is necessary for your own personal record keeping purposes. To avoid doubt, you may not use or exploit such Documentation for any other purpose (e.g., any commercial purpose) other than for your personal use;

5.2.8

not use our Services for any illegal and/or unauthorised purpose;

5.2.9

not use our Services in any way that breaches any applicable local, national or international law or regulation;

5.2.10

abide by the reasonable instructions given by our representatives;

5.2.11

not create a link to this Website from another website or document with our prior written consent;

5.2.12

maintain a valid email address so that we may contact you regarding your account, and in the event of any changes to your email address, you shall promptly notify us of the same;

5.2.13

promptly provide us with all relevant information which may have a bearing on the Services that you are procuring from us;

5.2.14

provide us with all instructions, information and documents as may be reasonably required for us to perform our Services;

5.2.15

not provide us with any false, incomplete, outdated or misleading information, or any falsified or forged documents that are required for us to provide you with our Services;

5.2.16

not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website. This includes using (or permitting, authorising or attempting the use of): (i) any 'robot', 'bot', 'spider', 'scraper' or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our Website or any data, content, information or Services accessed via the same, and/or (ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlation;

5.2.17

not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Website and the applications software and AI systems that we use in providing the Services, nor attempt to do any such things;

5.2.18

not use any conduct or behaviour, or series of similar or different conduct or behaviour, causing our officers, directors, employees or agents harassment, alarm or distress by using any threatening, abusive or insulting words or behaviour, or making any threatening, abusive or insulting words, image (moving or otherwise), message, expression, symbol or other representation that can be seen, hear or otherwise perceived by any person, or any combination of the foregoing; and

5.2.19

act in a manner that is consistent with these Terms.

5.3

Your Warranties. You represent and warrant to us that:

5.3.1

where you are procuring our Services on behalf of a company or other recognised form of legal entity, that you have the requisite legal authority to provide us with information and instructions in the procurement of our Services;

5.3.2

you and your representatives will remain contactable and responsive on a best effort basis;

5.3.3

you and your representatives have read and understood these Terms in full, and shall use commercially reasonable efforts to comply with these Terms;

5.3.4

all information that you provide us with in the course of your use of our Services is true, accurate and up-to-date, and that we may rely on the same without the need for further verification or investigation; and

5.3.5

you maintain a valid email address so that we may interact with you regarding your use of our Services and your account. You further represent and warrant to us that you will promptly notify us of any changes to your email address via our Website.

5.4

Reasonableness. You agree that the covenants, obligations and warranties in this Clause 5 are considered to be reasonable in all circumstances and are designed around our internal risk management, compliance and operational policies so as to ensure that your risk profile is within acceptable limits, which benefits you by allowing us to avoid passing the cost of non-compliant behaviour to our wider client base resulting in us being able to offer our Services at a competitive rate.

5.5

Awareness Qualification of Your Warranties. Where any warranty is expressed to be given "to the best of your knowledge" or is otherwise qualified by awareness, "awareness" means your actual knowledge and the knowledge you would have had after making reasonable enquiries of relevant persons.

5.6

Independence of Warranties. Each warranty is to be construed independently and, except where these Terms provide otherwise, is not limited by any provision of these Terms or another warranty.

5.7

Notification. If during the period for which our Services are engaged, you or your representatives become aware that any of the warranties under Clause 5.3 was untrue, inaccurate or misleading, or any event shall occur or matter shall arise of which you or your representatives become aware which results or may result in any of the warranties being untrue, inaccurate or misleading, you and/or your representatives shall immediately notify us in writing setting out full details of such event and/or matter.

If during the period for which our Services are engaged, you or your representatives become aware that any of your obligations under Clause 5.2 are breached by you or your representatives or any other individual, or any event shall occur or matter shall arise which your or your representatives become aware or should have been reasonably aware of that results or may result in your breach of your obligations under Clause 5.2, you and your representatives shall immediately notify us in writing setting out full details of such event and/or matter.

6.1

Definitions. For the purpose of this Clause:

6.1.1

"Indemnified Persons" mean us (i.e., Swiftly Pte Ltd), our directors, consultants, officers, agents, employees, representatives, contractors, vendors, individuals arranged by us to be appointed as a nominee director under our nominee director service, and professional advisors; and

6.1.2

"Indemnified Loss" or "Indemnified Losses" mean losses, damages, expenses (including reasonable legal fees and advisor's and consultant's fees), claims, demands, proceedings or liabilities.

6.2

Release of Liability. In consideration of our grant of our licence to you for your use of our Services, to the maximum extent permissible under the applicable laws and regulations, you hereby unconditionally and irrevocably waive, release and forever discharge the Indemnified Persons from any and all Indemnified Losses to your person or property resulting from your use of our Services in breach of any of these Terms, including but not limited to Clause 5 (Your Obligations).

6.3

Acknowledgements and Waivers. You hereby acknowledge, understand and agree that:

6.3.1

your use of our Services is at your sole risk and responsibility. To the maximum extent permitted by law, in no event shall we be liable to you in contract, tort (including negligence), in equity, under statute or otherwise for any Indemnified Loss of any nature howsoever incurred or suffered by you of an indirect or consequential nature including loss of turnover, profits, business or goodwill, which may arise out of or in connection with your use of our Services, or our performance or non-performance in connection with your use of our Services (whether or not such Services were rendered with due care and skill or not, and whether they were reasonably fit for their purpose);

6.3.2

our Services are provided to you on an "as is" and "as available" basis, without any representations or warranties, express or implied, including without limitation, implied warranties of fitness for any particular purpose. Further, you acknowledge and agree that the availability of our Services may be adjusted on a temporary basis, including for the purposes of maintenance, improvement, repairs, upgrades, special functions and holidays. Accordingly, we do not guarantee that our Services will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of our Services for business and/or operational reasons. We will try to give you reasonable notice of any such suspension or withdrawal. The availability of our Services may be adjusted on a temporary basis, including for the purposes of maintenance, improvement, repairs, upgrades, special functions and holidays;

6.3.3

none of the Indemnified Persons have made any representations, warranties, covenants, agreements or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the value, nature and quality of our Services, (ii) the suitability of our Services, or (iii) any other matter regarding our Services. The entire risk as to the quality and your use of our Services remain with you. If our Services prove defective after your use, you shall assume the entire risk and Indemnified Loss of such defect;

6.3.4

we rely heavily on electronic transmissions such as email and WhatsApp to communicate with you (including our communications to you of important notices and documents). Accordingly, there are inherent risks in any form of electronic communications (such as email), such that it is impossible to guarantee the security and absolute confidentiality of such communications. Therefore, you accept the risk of disclosure or interception of such communications due to the nature of the medium based on the factors that are beyond our reasonable control. Additionally, you accept the risk and Indemnified Losses of late, incomplete or inaccurate transmissions, non-transmissions, and transmissions that may be corrupted, or which may have incorporated malicious security elements (e.g., viruses and Trojan horses);

6.3.5

we rely largely on various applications software and AI to provide our Services to you. Accordingly, there are inherent risks associated in any use of applications software and AI, such that it is impossible to guarantee that such applications software and AI will not make any errors based on the factors that are beyond our reasonable control. As all documents will be circulated to you for your final review, you remain responsible for reviewing all such documents generated through our systems before use, filing or reliance and for confirming that they accurately reflect your instructions and circumstances. Therefore, you accept the risks and Indemnified Losses of the errors in or made by these applications software and AI;

6.3.6

we rely on the information and documents that you provide us with so that we are able to make available our Services to you, and we are not obliged to verify or investigate the authenticity and accuracy of such information. The responsibility to ensure that the information and documents are true, accurate and up-to-date rests completely with you. Accordingly, you accept all risks and Indemnified Losses that arise out of or in connection with our reliance of the information and documents that you provide us with; and

6.3.7

the content published on our Website or our social media account, and all our communications to you are provided to you for general information only. It is not intended to amount to advice which you should rely on. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of such content. Accordingly, you accept all risks and Indemnified Losses that arise out of or in connection with your reliance of such content.

6.4

Sole Remedy. Your sole remedy for dissatisfaction with our Services is to cease usage of our Services.

6.5

Maximum Liability. Without limiting generality of the foregoing, our maximum aggregate liability to you for loss or damages that you suffer in connection with our Service is limited to the amount paid to us in the 12 months prior to the action giving rise to liability.

6.6

Indemnity. You hereby give this waiver of liability and indemnity to, and for our benefit. In consideration of the acceptance of your payment for, and agreement to permit you to use our Services, you (except to the extent that the same may be precluded by applicable laws and regulations) hereby fully and forever release, discharge, hold harmless and agree to indemnify the Indemnified Persons from and against any and all Indemnified Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, which are caused by or result, directly or indirectly, from your use of our Services in breach of any of these Terms, including but not limited to our Clause 5 (Your Obligations).

6.7

Claims. To the fullest extent permitted by the applicable laws, such waiver, release and indemnification applies to any and all Indemnified Losses incurred during, in connection with, arising from, resulting from, connected to, or otherwise caused by, any use of our Services and the conduct and management thereof by us or the Indemnified Persons, whether such Losses result from our negligence, or any other cause.

6.8

Discharge from Third Party Liability. You hereby release and discharge the Indemnified Persons from any and all Indemnified Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, caused or alleged to be caused in whole or in part by the negligence of third parties for any reason. You further covenant not to sue the Indemnified Persons for any and all Indemnified Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, caused or alleged to be caused in whole or in part by the negligence of third parties for any reason.

6.9

Our Remedy. Without prejudice to other provisions of these Terms, you acknowledge and agree that, in the event of any breach of these Terms (especially in respect of provisions which by their nature should survive termination), legal remedies may be inadequate for us, who therefore shall be entitled to apply for appropriate equitable remedies, in addition to any other remedies which we may have at law.

6.10

Final Acknowledgement and Reasonableness. You hereby acknowledge, agree and confirm that the acknowledgements and waivers granted in our favour, exclusions and limitations of our liability contained in this section are necessary and equitable to us, and thus, are considered by you to be reasonable, so that we are able to provide our Services at a competitive rate. Accordingly, you shall not be entitled to claim that these provisions are not applicable and/or unreasonable.

7.1

Cancellation of Account. You may terminate your account by following the instructions provided by us on our Website or by our representatives. You agree to comply with any of our reasonable requests to complete any forms to confirm your termination.

7.2

Immediate Termination. We reserve the right to immediately restrict, suspend or terminate your account upon written notice to you in the following circumstances:

7.2.1

you have, as determined by us at our sole and absolute discretion, have been found to have breach any Clauses under these Terms (including but not limited to Clause 2.4 (Non-Transferable) and Clause 5 (Your Obligations)) or any other general terms and conditions imposed by us and notified to you in writing from time to time; or

7.2.2

you have failed to make payment of any fees payable to us under these Terms.

7.3

Effect of Immediate Termination. If your account or our Services are terminated in accordance with Clause 7.2 (Immediate Termination):

7.3.1

such termination shall be effective from the date that notice of the same is provided to you (if any);

7.3.2

you shall remain liable for any and all financial obligations incurred prior to such termination; and

7.3.3

any and all privileges accorded to you in connection with your account shall be forfeited with immediate effect without any refund whatsoever.

Further, we shall not be liable to you for any liabilities that you may incur as a result of such termination.

7.4

Access to our Services. Upon the termination of your account (whether immediate or not), you shall no longer be permitted to access any of our Services. Any monies outstanding shall remain immediately due and payable. You hereby authorise us to deduct any amounts outstanding from any refund (if any) which may otherwise be payable to you. If there is a shortfall, you shall pay the balance of the amounts outstanding immediately.

7.5

Rights. The termination or expiration of these Terms is without prejudice to the rights of each party against the other in respect of anything done or omitted under these Terms prior to such termination or expiration. All provisions that by their nature should survive termination shall survive termination including, without limitation, confidentiality provisions, warranty disclaimers, limitations of liability and intellectual property provisions.

7.6

No Waiver of Other Rights. Any exercise (or failure to exercise) by us of any right or remedy under these Terms shall not operate as a waiver of, or otherwise prejudice, any other right or remedy that we may have under these Terms, at law or equity. Without limiting the foregoing, where we terminate or suspend your account or any Services, we may (where applicable and in our sole discretion) take such further steps as we consider necessary or appropriate to protect our interests and manage compliance and risk exposure, including initiating a striking off application in respect of the relevant entity and/or resigning from any appointments.

8.1

System Requirements. By consenting to these Terms, you confirm that the electronic device (e.g., desktop computer, smartphone, laptop computer, smart tablet, etc.) that you use to access your account and view electronic documents ("Access Device") meets the minimum specifications and requirements necessary to view and retain your electronic documents.

8.1.1

To access your electronic documents on a mobile device, you will need:

a mobile device (e.g., smartphone) with any of the following operating systems: Android or iOS;
a data plan provided by your wireless telecommunications provider and carrier, and an up-to-date mobile internet browser that is compatible with, and supported by, your operating system (e.g., Google Chrome, Safari, Microsoft Edge, etc.);
if you wish to view PDF formatted files on your mobile device, you will need software that accurately reads and displays such files (such as the mobile application version of Adobe Reader or Microsoft 365); and
if you wish to print or retain any electronic documents: a printer and/or storage device that is compatible with the mobile device that you are printing or retaining such electronic documents from.

8.1.2

To access your electronic documents on a desktop computer or portable computer (such as a laptop), you will need:

a computer with any of the following operating systems: Windows XP or higher, OS X (Apple Macintosh) or higher;
an internet connection and up-to-date internet browser that is compatible with, supported by, your operating system (e.g., Google Chrome, Firefox, Safari, Microsoft Edge, etc.); and
if you wish to print or retain electronic documents: a printer and/or storage device that is compatible with the computer that you are printing or retaining such electronic documents from.

8.2

Changes to System Requirements. We will notify you if our hardware or software requirements change and whether that change creates a material risk that you would not be able to access or retain your electronic documents. Continuing to use our Services via our Website after receiving notice of the change is the reaffirmation of your agreement to comply with these Terms.

8.3

Multiple Access Devices. Your acceptance of these Terms on one Access Device constitutes your acceptance on all Access Devices you use. For e.g., if you view and accept these Terms on a mobile device, these Terms will apply to electronic documents accessed on a computer (or vice versa). Additionally, by viewing and accepting these Terms on any Access Device, you demonstrate your ability to access and view electronic documents in the format that the Services are provided on that Access Device and all subsequent Access Devices. If you change Access Devices (or use multiple Access Devices), it is your responsibility to ensure that the new Access Device meets the applicable system requirements and that you are still able to access and view electronic documents on the subsequent Access Device. Continuing your use of our Services on other Access Devices is your reaffirmation of your agreement to comply with these Terms.

9.1

Third Parties. We may use third parties to assist us in our operations (for e.g., third-party courier service providers assisting with mail forwarding), and such third parties may have access to your personal data to perform their function. Our website may also contain links to websites operated by third parties (for e.g., Stripe as our appointed payment gateway and processing platform). Such links are provided for convenience only and we disclaim all liability in connection with your use of any third-party platforms or any content posted or published on such platforms as we do not have any control over them.

9.2

Severability. These Terms are intended to be as broad and inclusive as permitted by the laws of Singapore and if any portion of the Terms is held invalid, that portion shall be deemed deleted, but that will not affect the validity, legality and enforceability of the remainder of these Terms.

9.3

No Rights for Third Parties. These Terms shall not give rise to any rights under the Contract (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of these Terms.

9.4

No Waiver. Our delay in enforcing any provision hereunder shall not be construed as a waiver of our right to do so. If we do not insist immediately that you do anything that you are required to do under these Terms, or if we delay in taking any steps against you in respect of your breach of any of these Terms, that will not mean that you do not have to do those things and it will not prevent us from taking any steps against you at a later date.

9.5

Governing Law. These Terms shall be governed by the laws of Singapore.

9.6

Dispute Resolution.

9.6.1

If a dispute arises out of or relates to these Terms, except where urgent interlocutory relief is sought, either party must not commence any proceedings of any nature anywhere in the world in relation to the dispute, unless the following provisions are complied with.

9.6.2

A party to these Terms claiming a dispute (the "Dispute") has arisen under these Terms must give written notice (the "Notice of Dispute") to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

9.6.3

On receipt of the Notice of Dispute, the parties must:

within 30 days of the Notice of Dispute endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which the parties may mutually agree; and
if the Dispute is not resolved within 30 days of the Notice of Dispute, the parties must submit the Dispute for mediation at the Singapore Mediation Centre ("SMC") in accordance with SMC's Mediation Procedure in force for the time being. Either party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 30 days thereof. Every party to the mediation must be represented by a personnel with authority to negotiate and settle the Dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC with the cost of such Mediator(s) being borne equally by the parties. The mediation will take place in Singapore in the English language, and the parties agree to be bound by any settlement agreement reached.

10.1

Introduction and Reasonableness. These additional terms that are applicable to specific Services that we provide are designed around our internal risk management, compliance and operational policies with a view of ensuring that we are able to provide our Services at a competitive rate. Accordingly, you acknowledge, agree and confirm that the additional terms applicable for specific Services as set out in this Clause 10 are reasonable, and that you will comply with them.

10.2

Specific Terms Applicable to our Registered Address Service.

10.2.1

By using our registered address service, you agree that:

all physical mail and letters received by us, including those containing sensitive information such as bank details or PIN, will be uploaded to your dashboard accessible by you (and not other individuals) via our Website by logging in to your personal account. Accordingly, you agree to the upload, storage, accessibility of such documents on our Website. To clarify, all such information contained in the physical mails and letters received by us will only be accessible by the individual that has control over your account; and
in the event of termination or cessation of this service, we retain the right to maintain records of previously uploaded documents for a reasonable duration as required by applicable laws and regulations.

10.2.2

Our registered address service is provided on the condition that you:

maintain continuous access to your account and the dashboard;
check your dashboard and your registered email from time to time for email notifications from regarding uploaded mail and documents that we receive in accordance with this service; and
keep your contact details accurate and up-to-date at all times and notify us within 7 days from the date of any changes to it (if any).

10.2.3

Any mail, letter, notice or documents uploaded to your dashboard shall be deemed received by you on the earlier of:

the date and time it is uploaded to your dashboard; or
the time we send an email notification to your registered email address that such documents have been uploaded, regardless of whether you have viewed, opened or downloaded it.

regardless of whether you have viewed, opened or downloaded it. Further, it is noted that we do not monitor statutory response deadlines in respect of such mail, letter, notice or documents, and you remain solely responsible for ensuring timely compliance.

10.2.4

If you fail to comply with Clause 10.2.2, or if we are unable to upload any documents to your dashboard due to issues attributable to you (including account access issues or inaccurate contact details):

we may suspend our registered address service until the issue is remedied;
we may treat your non-responsiveness to our requests to remedy the issue as a material breach of these Terms in relation to the provision of our registered address service; and
we may take protective steps, including termination in accordance with Clause 7.2 (Immediate Termination).

10.2.5

Where your breach of this Clause 10.2 causes additional work or cost (including re- uploading, re-sending, retrieval, storage beyond our usual retention practice, redirection, courier or responding to third-party queries), we may charge you reasonable additional fees and recover any disbursements incurred.

10.2.6

We are not responsible for any loss, penalty, deadline miss, or other consequence arising from:

your failure to check your dashboard or email notifications;
inaccurate or outdated contact details; or
any filing, response, or action that you do not instruct us to handle, and you remain solely responsible for complying with your statutory obligations.

10.3

Specific Terms Applicable to our Incorporation Service

10.3.1

By using our incorporation service, you agree that:

you will subscribe to the constitution provided by us (a copy of which can be downloaded here);
for incorporations where the intended paid-up share capital exceeds SGD 50,000.00 (or equivalent), we will file the incorporation reflecting a paid-up capital of SGD 0 until you provide us with the entity's corporate bank account statement reflecting the entity's shareholders' deposit of the intended paid-up capital. Once such evidence is received, we will make the necessary lodgements at an additional cost of SGD 200.00 for our work done in preparing the necessary documents for lodging the call on capital. To clarify, the call on capital lodgement is not a lodgement for the increase of share capital; and
for incorporations with intended paid-up capital exceeding SGD 10,000.00 but does not exceed SGD 50,000.00, we are not able to rely on your declaration without further supporting evidence. Accordingly, in such cases, we will require you to provide us with (i) post-dated cheque payable to the entity or deposit slip instruction for the paid-up capital amount to be banked into the entity’s corporate bank account on its registration, and (ii) each shareholders’ personal bank statement (recent and no later than 30 days) showing the name and available balance (other transactions may be redacted), whereby the available balance must exceed the intended paid-up capital amount in respect of that shareholder; and
notwithstanding Clauses 10.3.1(ii) and 10.3.1(iii), we may, in our reasonable discretion, request additional supporting documents even where the intended paid-up capital is below the thresholds stated thereunder in cases whereby risk indicators are present.

Rationale for Clauses 10.3.1(ii) and 10.3.1(iii) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

These Clauses manage the regulatory and compliance risks that arise when a company is incorporated with a higher stated paid-up capital. Under Singapore law, paid-up capital represents share capital that shareholders have agreed to subscribe for, and the relevant entity's filings should reflect information that is accurate and supportable. Where a high paid-up capital is stated without credible evidence that the funds have been, or will be, properly injected into the relevant entity's corporate bank account, the directors (and the relevant entity) may face increased regulatory risk exposure, including risks relating to false or misleading declarations and recordkeeping expectations (see Section 401(2A) of the Companies Act 1967 of Singapore).

Accordingly:

where the intended paid-up capital exceeds SGD 50,000, we will incorporate the entity with SGD 0 paid-up capital first and only lodge the call on capital after we receive objective evidence (see Clause 10.3.1(ii) above), so that filings align with actual funding, and we can document the basis for the lodgement; and
where the intended paid-up capital exceeds SGD 10,000 but does not exceed SGD 50,000, we require additional supporting documents (see Clause 10.3.1(iii) above) to support that the stated capital is realistic and can be funded.

These controls protect the relevant entity and its directors, and allow us to comply with our internal risk management standards and our regulatory obligations as a registered corporate service provider.

Illustration for Clauses 10.3.1(ii) and 10.3.1(iii) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

A private company is incorporated with SGD 80,000 stated paid-up capital, but the funds are only injected about 6 months later. During that period, the public register shows a paid-up capital figure of SGD 80,000 that is not supported by objective evidence of funding. This can attract regulatory queries and outcomes such as a formal warning, and in more serious cases, enforcement action by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA"). Under Section 401(2A) of the Companies Act 1967 of Singapore, a person making or authorising a false lodgement with ACRA is liable on conviction to a fine not exceeding SGD 50,000 or imprisonment for up to 2 years, or both.

Accordingly, we require objective evidence and may stage the incorporation or require supporting documents, so the filings align with the funding position and are supportable.

Guidelines for Clauses 10.3.1(ii) and 10.3.1(iii) (Where Paid-Up Capital exceeds SGD 10,000 (or its equivalent))

To avoid delays and additional document requests, we recommend the following approach:

Start with a modest paid-up capital at incorporation.

For most startups and holding companies, SGD 1 to SGD 10,000 is usually sufficient at the point of incorporation.
Increase paid-up capital only after the corporate bank account is opened.

If you intend to have a higher paid-up capital, it is usually more practical to (a) incorporate first, (b) open the corporate bank account, then (c) increase paid-up capital after you can deposit the funds and provide the bank statement as objective evidence that funds have been injected into the company. [Note: the increase of share capital (cash only) is a free corporate action for Premium package. Thus, if you have subscribed for a Premium Incorporation Package (with Premium Corporate Secretarial Service), you can do this increase in paid- up capital for free after your corporate bank account is opened.]
If you still want paid-up capital above SGD 10,000 at incorporation, be prepared to provide the supporting documents (see Clause 10.3.1(iii) above).
If intended paid-up capital amount exceeds SGD 50,000, expect incorporation to be filed with SGD 0 first, where we will only lodge the call on capital after you provide the corporate bank statement showing the deposit, and we will charge the applicable administrative fee for the call on capital lodgement. [Note: this is not the same as an increase in share capital lodgement as the documents required are different.]

10.3.2

You acknowledge that the conditions set out in Clauses 10.3.1(ii) and 10.3.1(iii) form part of our internal risk management and customer due diligence processes. You agree to provide all information and documents that we may reasonably request to verify the source and availability of funds for the declared paid-up capital. If you fail to do so, we may refuse to proceed with the incorporation, impose additional conditions at our discretion or require you to reduce the initial paid-up capital to a level that we consider acceptable.

To avoid doubt, our acceptance of your incorporate request and any filing position (including any stated paid-up capital) is conditional on our receipt of information and documents we reasonably request. If information or documents are incomplete, inconsistent or not provided within a reasonable time, we may pause the matter, decline to proceed or proceed only on a basis we consider acceptable (including filing with a lower paid-up capital or SGD 0 paid-up capital, and completing follow-up lodgements only after satisfactory evidence is provided). We will not be liable for any delay, rejection or adverse outcome arising from your failure to provide accurate, complete and timely information or documents.

10.4

Specific Terms Applicable to our Corporate Secretarial Service

10.4.1

By using our corporate secretarial service, you agree that:

all secretarial records of the entity will be maintained in softcopy and physical records (if any) will be discarded except for original share certificates, deeds, or any other document that must be maintained in a physical form for effectiveness and validity under applicable laws;
where you have made a request via our Website for any corporate secretarial matter, you will receive an email from us acknowledging that we have received and are reviewing your request. The request that you made via our Website constitutes an offer to us and are subject to our acceptance, in our sole and absolute discretion, and we will confirm such acceptance to you by sending an email to you confirming our acceptance of such offers;
where you have subscribed for our Premium Package, you may request for the unlimited drafting of the following list of directors' resolutions at no additional charge or fee:
1. appointment / resignation of directors;
2. appointment / resignation of auditors;
3. change of entity name;
4. change of business activity;
5. change of registered office address;
6. change in officer / shareholder particulars;
7. increase of share capital (cash only); and
Rationale for Clause 10.4.1(iii)(g) (Increase of Share Capital (Cash Only))

We limit "increase of share capital" requests under this package to 'cash-only' allotments because they are straightforward to verify and process. For cash allotments, we will confirm the capital injection into the company's bank account (for e.g., via the corporate bank account statement), which allows us to complete filings efficiently at a predictable cost.

By contrast, non-cash allotments (such as allotments for set-off, conversion of debt, transfer of assets (e.g., intellectual property) or other non-cash consideration) are more complex and often require a review of the underlying agreements, valuation basis, board and shareholder approvals, and supporting documentation to ensure that the allotment is properly documented and legally compliant. This goes beyond standard processing and require additional legal and compliance review.
1. transfer of shares;
Guidelines for Clause 10.4.1(iii) (Premium vs Basic Package)
- Choose the right package upfront: if you anticipate you will need one or more corporate actions listed in this Clause, you should subscribe to Premium Package or consider upgrading your Basic Package before submitting your request.
- Basic Package requests are charged per ad-hoc engagement: If you are on the Basic Package,, each requested corporate action is treated as an ad-hoc engagement and we will quote our professional fees and disbursements for that action.
- No retroactive upgrades: where you submit a request, we quote, and you accept the quote (expressly or by instructing us to proceed), the quoted fees remain payable even if you later decide that upgrading would have cost a similar amount. The Premium Package is priced as an upfront subscription based on expected usage, it is not intended to retrospectively replace ad-hoc fees after work has been completed.
we have the right to unilaterally amend and modify our template secretarial documentation without prior notice;
you shall provide, in a timely manner, all information, explanations and supporting documents that we may reasonably request to process and carry out any corporate action, including to satisfy our internal compliance procedures and any applicable legal or regulatory requirements;
if you do not comply with our requests under Clause 10.4.1(v), we may decline to accept your request under Clause 10.4.1(ii) and will not be obliged to prepare, lodge, file or complete the relevant corporate action. We shall not be liable for any delay, failure to meet any deadline, penalty or loss arising from such rejections to carry out your request in these circumstances;
where you (or any of your representatives or third parties acting for you) make any filing, lodgement or submission in relation to the entity directly with the Accounting and Corporate Regulatory Authority of Singapore (including via Bizfile+) without our involvement, you shall notify us in writing within 5 business days and promptly provide us with all relevant supporting documents and details (including copies of the documents lodged (if any)) so that we may update and maintain the entity’s corporate secretarial records accurately; and
you may request for other types of directors' resolutions subject to you accepting our fees that may be quoted to you on your request.

10.4.2

If you fail to comply with Clause 10.4.1(vii) resulting in us:

being required to spend time to identify, retrieve or extract the relevant filing details or documents (including by purchasing extracts where applicable); and/or
being required to spend time to review, regularise, correct or update the entity’s records,

we reserve the right to charge you our prevailing administrative fees for such work, and you shall also bear all applicable disbursements and third-party charges (if any).

10.4.3

If you fail to comply with Clause 10.4.1(vii), please note that we shall not be responsible or liable for any filing, lodgement or submission made without our involvement, including any error, omission, inaccuracy, delay, rejection, penalty, offence exposure or other consequence arising from or relating to such filing, and you remain solely responsible for the content, basis and accuracy of such filing and all related documents.

Rationale for Clauses 10.4.1(vii), 10.4.2, and 10.4.3 (Filings without our Knowledge)

We are named as the entity’s secretary on the public register, and we maintain the entity’s secretarial records based on instructions and documents we receive. If filings are made without our knowledge, our records may become incomplete or inconsistent, which can cause delays, rework and compliance risks during future corporate actions. These Clauses ensure we can keep records updated, and fairly allocate responsibility for filings that we did not handle.

Illustration for Clauses 10.4.1(vii), 10.4.2, and 10.4.3 (Filings without our Knowledge)

Example 1 (Self-Lodgement, New Shareholder, Sanctions and CSP Risk):

Background: You lodge an allotment of shares to a new shareholder directly without KYC or sanctions screening. It was later discovered that the new shareholder is a sanctioned individual, which you were not aware of at the point of your lodgement. [Note: we conduct KYC and sanctions screening for all shareholders and directors of the entity before proceeding with lodgement.]

Possible Consequences:

The entity and its officers will face serious legal and regulatory action, which will affect the entity’s existing and future banking relationships (including termination of bank accounts and refusal to open a bank account) and ongoing enforcement actions by regulators.
If we assess that we cannot continue serving the entity safely or compliantly, we will terminate our engagement and resign from all appointments without refund.

Example 2 (Self-Lodgement, Incorrect Filing, Issued Shares vs Paid-up Capital):

Background: You lodge an increase in share capital but misunderstand the difference between issued share capital and paid-up capital. The entity’s public register (i.e., business profile) becomes inaccurate.

Possible Consequences:

The inaccuracy of the entity’s public register (i.e., business profile) will cause downstream issues when opening bank accounts, onboarding payment platforms, dealing with investors, vendors or completing future corporate actions.
Rectification of this error will require us to file a “Notice of Error” or other follow-up filings, plus preparing the supporting resolutions, documents and records to support the filing. You will be liable to us for our professional fees and all disbursements for such rectification works, including any extract fees, filing fees and administrative costs.

10.4.4

To clarify, we will offer a representative to act as the corporate secretary for your entity and be registered as a secretary on the Accounting and Corporate Regulatory Authority of Singapore to satisfy your entity's requirements under Section 171 of the Companies Act 1967 of Singapore. This representative from our organisation will not be involved in the management or operational matters of your entities.

10.4.5

To clarify, access to any secretarial templates, sample documents or automated document generation features made available via our Services is provided for convenience only. Such access, by itself, does not constitute (i) our acceptance of any instruction, (ii) an agreement to provide corporate secretarial services for any specific corporate action, or (iii) an obligation on our part to prepare, lodge, file, verify, advise on, or ensure completion of any transaction or document, unless and until we expressly confirm acceptance of your request in writing under Clause 10.4.1(ii).

10.4.6

Nothing in Clause 10.4.5 limits or detracts from our status as a registered corporate service provider, or where applicable, our role as a filing agent for transactions that we have accepted to handle in accordance with these Terms.

10.4.7

Additional Terms Applicable to Takeover Entities

This Clause applies where we are appointed as the corporate service provider for an existing entity (a "Takeover Entity").
We may offer you the option to adopt our amended constitution (the "Swiftly Amended Constitution", a copy of which may be downloaded here). Adoption is optional and is subject to:
1. your opt-in confirmation; and
2. payment of our opt-in fee of SGD 100.
For operational convenience, our portal may generate a copy of the Swiftly Amended Constitution for your review and signature. However, unless and until you opt-in and pay the fee, we will not lodge or submit the Swiftly Amended Constitution and your existing constitution shall remain valid and effective.
The Swiftly Amended Constitution is intended mainly for Takeover Entities that:
1. are using the model constitution under the Companies (Model Constitution) Regulations 2015, or a substantially unamended constitution; and
2. do not have a bespoke constitution drafted or amended by lawyers to align with a shareholders' agreement, investment documents or other arrangements among shareholders.
If your constitution has been drafted or amended by lawyers, you should not opt- in unless you have obtained independent advice confirming adoption is appropriate. By opting in, you confirm that you have reviewed your existing constitution and shareholder arrangements, and that adoption will not conflict with them.
You acknowledge that the Swiftly Amended Constitution includes provisions intended to facilitate efficient administration, including:
1. expressly permitting documents to be executed and signed electronically, to the extent permitted by applicable law, and subject to any legal limitations on specific document types (e.g., limitations pursuant to the Electronic Transactions Act 2010 of Singapore); and
2. permitting written directors' resolutions to be passed and executed by a majority of directors (instead of requiring execution by all directors), to the extent permitted by applicable laws.

Rationale for Clauses 10.4.7(ii) to 10.4.7(vi) (Optional Adoption of Swiftly's Amended Constitution for Takeover Entities)

We recommend the Swiftly Amended Constitution for eligible Takeover Entities because it reduces friction in routine corporate administration and improves turnaround time for standard filings and corporate actions.

In particular, it (a) makes clear that electronic signing may be used where permitted by law, and (b) allows written directors’ resolutions to be executed by a majority of directors, which avoids delays when all directors are not readily available. This is especially helpful where you engage our nominee director services, because routine actions can often proceed without requiring the nominee director to sign and you will avoid incurring any additional charges pursuant to Clause 10.5.3(iv) of these Terms.

Where we are appointed for a Takeover Entity, you acknowledge, agree and confirm that our quoted fees and timelines are premised on the baseline assumptions that:
1. the Takeover Entity’s corporate secretarial records, registers, resolutions and statutory filings are maintained accurately and are capable of being relied upon (whether maintained by you, your prior corporate secretary or any other person); and
2. the Takeover Entity is not in existing default of any statutory or regulatory obligation (including but not limited to annual return filings, maintenance of registers and any filing or statutory obligations that apply to the Takeover Entity).
You shall promptly disclose to us in writing as soon as practicable, and provide supporting documents and full details of, any known or suspected:
1. gaps, inconsistencies, inaccuracies or missing records in the Takeover Entity’s corporate secretarial records; and
2. existing defaults, late filings, penalties, outstanding notices, queries, warnings, compositions or enforcement action by any authority.
If, in our reasonable opinion, the baseline assumptions in Clause 10.4.7(vii) above are not met, you agree that:
1. we may require remediation work before we accept or proceed with any corporate action request;
2. we may charge reasonable professional fees, administrative fees and disbursements for record reconstruction, rectification filings (including any notice of error where applicable), and compliance remediation (collectively, the "Clean-Up Fees"); and
3. unless we agree otherwise in writing, Clean-Up Fees are payable in advance before we commence such remediation work.
If you fail to disclose, cooperate or provide documents reasonably in accordance with Clause 10.4.7(viii), we may, in our sole discretion, refuse to accept instructions, suspend all Services, or terminate our engagement in accordance with these Terms.
For a Takeover Entity, you remain solely responsible for all historical records and compliance position of the entity. We are not liable for any loss, penalty, interest, composition sum, investigation, enforcement action or adverse consequences arising from any historical inaccuracy, omission or default that occurred before we accept the relevant instruction in writing.

Rationale for Clauses 10.4.7(vii) to 10.4.7(xi) (Baseline Assumptions, Records Integrity and Remediation)

When we take over an existing entity, we do not control how the entity was administered before our appointment. Our quoted fees for routine corporate secretarial services assume that the entity’s statutory records and filings are broadly in order, and that there are no hidden historical issues requiring investigation, reconstruction or rectification.

If records are incomplete or the entity is already in default, remediation often requires us to expend significant amounts of effort, additional time, additional filings and more extensive correspondence, including with authorities and prior service providers. This creates work that falls outside standard processing and cannot be priced sustainably on the same basis as other compliant entities.

Accordingly, these provisions (a) require early disclosure, (b) allow us to charge for necessary clean-up work and (c) clarify that the client remains responsible for historical issues.

Illustrations for Clauses 10.4.7(vii) to 10.4.7(xi) (Baseline Assumptions, Records Integrity and Remediation)

Example (Improper Documentation of Past Corporate Actions):

Background: We are appointed for a Takeover Entity. We subsequently discover that there are several lodgements without any supporting documents or records (for e.g., missing directors’ resolutions for certain corporate actions).

Possible Consequences: As we will have to reconstruct such records, we will charge our professional fees, administrative fees and/or disbursements (if any) to regularise the Takeover Entity’s corporate secretarial records. Needless to say, this is subject to applicable laws (i.e., we will not accept any unlawful instructions to forge any documents for the purpose of regularising the Takeover Entity’s corporate secretarial records).

10.5

Specific Terms Applicable to Our Nominee Director Service

10.5.1

Bearing in mind the significant risks and duties undertaken by nominee directors under Singapore’s laws and regulations (for e.g., the duties imposed on directors (regardless of whether such director’s capacity is as a nominee or an executive) pursuant to the Companies Act 1967 of Singapore, it is important that if you use our nominee director services, you must comply with and procure the compliance of officers, directors (apart from our nominee director), employees or agents of the relevant company for which our nominee director is appointed (collectively, your "Representatives" for the purposes of this Clause 10.5), so that we can provide such a service to you at a competitive price and more importantly, in compliance with Singapore's laws and regulations pertaining to the provision of such services. For more information regarding these specific terms under this Clause 10.5, feel free to reach out to enquire further.

10.5.2

Without prejudice to Clause 10.5, the provision and continuation of our nominee director service is always subject to ongoing risk assessment, and we do not guarantee acceptance or continuance of such service.

10.5.3

By using our nominee director services, you agree to all of the following terms set out in the following:

Appointment of Nominee Director
1. You hereby agree to appoint the nominee director as recommended by us. However, in the event that you require a specific profile from the nominee director due to a legal or regulatory requirement, you will inform us of such requirement in advance, so that we are able to make the appropriate arrangements for such an appointment.
2. You hereby agree that the nominee director is appointed for your compliance with Section 145(1) of the Companies Act 1967 of Singapore, which requires companies incorporated in Singapore to have at least one local resident director, and accordingly, this nominee director is restricted to acting in a non-executive capacity (i.e., this nominee director will not have any day-to-day managerial responsibility or duties) and shall not hold any executive powers. Notwithstanding this restriction, the nominee director shall have the discretion to refuse any request or instruction from you that may place the nominee director in a position that will contravene his statutory and/or fiduciary duties as a director or any other applicable laws that apply.
3. You hereby agree that our nominee director shall have informational rights pursuant to the Companies Act 1967 of Singapore. Accordingly, upon our nominee director's request for access to information about the company for which he is appointed, you shall deliver or procure the delivery of such information within a reasonable time period depending on the complexity and extensiveness of such request.
4. You hereby agree that we or the nominee director appointed to your entity shall have the sole and absolute discretion to refuse any instructions.
Onboarding and Takeover of Existing Entities
1. Where we are appointed as the new corporate service provider and nominee director for an entity that was not incorporate by us, or where we are taking over corporate secretarial, registered address or nominee director responsibilities from another provider (a "Takeover Entity"), you acknowledge and agree that:
  1. you must promptly provide all information, explanations and supporting documents that we may request to assess the Takeover Entity's risk profile and compliance status, including the entity's financial statements and management accounts for the preceding 3 financial years, bank statements, major contracts, business descriptions and details of beneficial owners, controllers, and any other key persons;
  2. you must respond to our queries and follow-up questions in good faith;
  3. your request for our nominee director services remains subject to our acceptance in writing, and we may decline to accept or proceed with the Takeover Entity where information is incomplete, inconsistent or where we are not satisfied with the Takeover Entity's risk profile under our internal risk and compliance policies; and
  4. if we accept the engagement, you remain responsible for any historical non-compliance and we may require additional remediation steps as a condition for the provision of our Services.
2. To avoid doubt, failure to comply with this Clause is a material breach and we may terminate our Services and/or require you to appoint a replacement corporate service provider and nominee director within the timeframe stated in these Terms.
Security Deposit (If Applicable)
1. Depending on the Package that you subscribe with us, you may be required to place a refundable security deposit with us. This security deposit will be held for the duration of our service and is refundable upon the termination of our nominee director service.
2. The security deposit will be forfeited in the event that:
  1. our reasonable efforts to contact you or the officers, directors (apart from our nominee director), employees or agents of the relevant entity for which our nominee director is appointed, have failed; or
  2. you have breached any provision of these Terms.
3. We reserve the right to increase the security deposit amount in specific and limited circumstances, including but not limited to when the annual turnover or revenue of the relevant entity for which our nominee director is appointed exceeds SGD 1 million (or its equivalent), when the risk profile of the relevant entity is heightened by virtue of there being shareholders that are from jurisdictions under increased monitoring under the Financial Action Task Force ("FATF") (i.e., FATF's grey list), when the risk profile of the relevant entity is heightened by virtue of its business activity (e.g., dealing with cryptocurrency, etc.), or when the risk profile of the relevant entity is heightened for any reason whatsoever (for e.g., where a charge is registered against the relevant entity or where the relevant entity intends to register a securities or cryptocurrency trading account on any trading platform).
4. For the time being, assuming that the specific and limited circumstances granting us the right to increase the security deposit pursuant to Clause 10.5.3(iii)(c) is not applicable in your case, then the security deposit required shall be that as quoted on our Website, which for the time being is SGD 1,000 for "Basic" and "Premium" nominee director packages.
Additional Separate Charges
1. We reserve the right to invoice additional and separate fees for any services that fall beyond the ordinary course of business in our provision of nominee director services, i.e., if you require the appointed nominee director to sign any documents which is not typically required for the provision of nominee director service (for e.g., requiring the appointed nominee director to attend any board meetings or sign off on any resolutions or documents relating to the operations of the relevant entity, which falls outside the scope of typical nominee director services as the appointed nominee director is appointed for compliance with Section 145(1) of the Companies Act 1967 of Singapore only and not for any executive or management capacity).
2. If you require the appointed nominee director to attend any physical meetings or collect any item or document on your behalf, we reserve the right to invoice you an additional and separate fee of SGD 180 per hour (which we will bill at the minimum of 1.5 hours regardless of the actual time spent by the appointed nominee director) in addition to a transport fee of SGD 80 (to and fro) (i.e., the minimum total fee will be SGD 350).
3. If you require the appointed nominee director to sign any documents (for e.g., directors' resolution, solvency statements or agreements, etc.), which falls beyond the appointed nominee director's scope of appointment, subject to our internal risk and compliance review of the proposed document, we reserve the right to invoice you an additional and separate fee representing the risk premium.
4. To avoid doubt, nothing in this Clause 10.5.3(iv) (Additional Separate Charges) shall be construed as requiring us or the appointed nominee director to sign, execute, approve, endorse, witness, attend to, or otherwise participate in any document, resolution, filing, transaction or corporate action. We (i.e., both Swiftly and the appointed nominee director) reserve the right, in our sole and absolute discretion, to refuse to act on, support or comply with any request or instruction (whether in whole or in part), including where we consider that the request or instruction: (I) falls outside the scope of routine statutory compliance (e.g., filing of the relevant entity’s annual returns); (II) increases our or the appointed nominee director’s risk exposure; (III) may contravene any applicable law, regulation, professional or internal risk and compliance policy, or (IV) is not supported by information and documents reasonably requested by us.
  
  Rationale for Clause 10.5.3(iv) (Additional Separate Charges)
  
  The appointed nominee director is appointed solely to meet the local resident director requirement and to support statutory compliance. Where you request the nominee director to sign documents that go beyond routine statutory compliance, or that carry heightened legal duties or exposure, this increases the nominee director's risk and requires additional internal risk and compliance review.
  Illustration for Clause 10.5.3(iv)(c) – When we may impose risk premiums for procuring the appointed nominee director’s compliance with instructions
  
  Example 1 (Capital Reduction and Execution of Solvency Statement):
  - Factual matrix:
    You instruct us to assist with a share capital reduction. As part of the statutory process under the Companies Act 1967 of Singapore, a solvency statement declaring the relevant entity's solvency must be submitted to the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") and must be signed by all directors. Accordingly, you request our nominee director to sign the solvency statement.
  - Brief overview of our internal processes before informing you of whether the appointed nominee director will comply with such instructions:
    Step One: We will request from you all information and supporting documentation relevant to the matter. [Note: We may request for additional documents after review of the initially submitted documents.]
    
    Step Two: Upon receipt of all requested information and supporting documentation, we will conduct an internal risk and compliance review of the same and discuss with the appointed nominee director on (a) whether the proposed instructions represents too large a risk exposure such that we should refuse such instructions; and (b) if the risk exposure may be mitigated with any additional conditions or terms (for e.g., increase in security deposit amount) that must be imposed on the relevant entity or any additional risk premium charges payable by the relevant entity.
    
    Step Three: After completing the review in Step Two, we will either inform you that the risk exposure is too large for us to undertake and refuse your instructions or if we, in our sole discretion, find that the exposure is manageable, we will provide you with a letter of instructions that will be drafted by us to be signed by you detailing the (a) instructions to us and the appointed nominee director, (b) the additional conditions and terms that you must comply with (for e.g., increasing the security deposit amount), and (c) any additional risk premium charges that are payable to us and the appointed nominee director.
  Example 2 (Signing of Operative Agreements or Any Other Documents):
  - Factual matrix:
    You request our nominee director to sign any agreement, declaration, confirmation letter or other document that is not a routine document required for statutory compliance (for e.g., filing of the relevant entity's annual returns or registration of a corporate bank account).
  - We will undertake the steps as stated in Example 1 above.
Mandatory Conditions
1. You acknowledge and agree that our provision of nominee director services is conditional upon the following requirements being satisfied at all times during the service period:
  1. you and your Representatives (i.e., all relevant contact persons, shareholders, directors and officers of the entity) must remain reachable and contactable by us and the appointed nominee director, and you must promptly, and in any case within 7 days, notify us in writing of any changes to such contact details;
  2. the entity must engage our accounting services for the preparation of financial statements and related filings if the entity is not audited;
  3. the entity must continuously provide us on a monthly basis, its monthly bank statements by sending the same to us on the 15th of the following month;
  4. the entity must comply with all applicable laws and regulations, and operate its business in compliance with such applicable laws and regulations; and
  5. the entity must engage and maintain our registered address service, which will be provided in accordance with these Terms and Clause 10.2.
2. If any of the conditions above are not satisfied, or ceases to be satisfied, we may, in our sole and absolute discretion, refuse to act on any instruction, suspend the nominee director service, and/or terminate the nominee director service in writing. Any such action is without prejudice to our rights to charge applicable fees, impose no response fees, and take steps to protect our nominee director and comply with applicable laws and regulations.
Rationale for Clause 10.5.3(v) (Mandatory Conditions)

A nominee director appointment is a high-risk, duty-bearing appointment under Singapore law. Our nominee director must be able to discharge statutory and fiduciary duties responsibly, and we must be able to support and protect the nominee director through proper oversight, documentation and ongoing monitoring.

Accordingly, these mandatory conditions exist to ensure that (a) the entity and its key persons remain contactable so queries, notices and issues can be addressed promptly, (b) the entity's financial statements and filings are properly prepared and kept up-to-date, (c) bank activity is monitored through timely access to monthly bank statements to identify and manage compliance concerns early, (d) the entity operates in compliance with all applicable laws and regulations, and (e) official correspondence and regulatory notices can be reliably received and managed through a controlled registered address arrangement.

These conditions assist us in mitigating the risk of regulatory breaches, delays and unmanaged exposure for us and the nominee director, and allow us to provide nominee director services at our competitive rates in a sustainable and compliant manner.
Representations and Warranties
1. By using our nominee director service, you hereby represent and warrant to us on behalf of yourself and your Representatives (i.e., the account holder, your contact person, the relevant entity's shareholders and directors (except for the appointed nominee director)), that each of the warranties set out below is, as of the date of engagement of our nominee director services, true, accurate, up-to-date and not misleading in any respect, and will be true, accurate, up-to-date, and not misleading during the period for which we are providing our nominee director service to you:
  1. all of your accounts will be maintained in proper order by having it audited, and if it is not audited, you will engage our accounting services for the preparation of accounts;
  2. you will engage our registered address service and will authorise us to open all letters (including letters from banks and government agencies) regardless of its sensitivity;
  3. you and your Representatives will comply with all applicable laws and regulations, and operate your business in compliance with such applicable laws and regulations;
  4. you will continuously provide us on a monthly basis, your monthly bank statements by sending the same to us on the 15th of the following month (for e.g., your bank statements for January shall be provided to us on or before 15th February);
  5. you will seek our approval before registering a new bank account, provided always that we will not unreasonably withhold such approval unless we have reasons to suspect that such an action is not for a lawful or legitimate purpose, or where we have reasons to suspect that this action is not approved by other directors;
  6. you will keep us updated with the contact information of you or your Representatives, so that we are able to contact you and your Representatives. If we are unable to contact you despite our reasonable efforts to do so, we may be left with no other alternative but to consider the possibility that the relevant company has been abandoned, and exercise our rights in accordance with these Terms and to the laws and regulations of Singapore;
  7. you and your Representatives will remain contactable by us (and our nominee director);
  8. you and your Representatives will give us your best efforts in cooperating with us on all relevant matters, so that we are able to ensure your compliance with Singapore laws and regulations; and
  9. you will do all things, including executing all documents (including, but not limited to, the indemnity letter in favour of us and the appointed nominee director), that we may reasonably require for the purpose of us providing you with this service.
2. Each warranty qualified by awareness refers to the warrantor's actual knowledge and the knowledge he/it would have had if the warrantor had made reasonable enquiries of all relevant persons (such as the Representatives).
3. Each warranty is to be construed independently and, except where these Terms provide otherwise, is not limited by any provision of these Terms or another warranty.
4. If during the period for which our nominee director service is engaged, you or your Representatives become aware that any of the warranties hereunder was untrue, inaccurate, outdated or misleading in any respect, or any event shall occur or matter shall arise of which you or your Representatives become aware which results or may result in any of the warranties being untrue, inaccurate, outdated or misleading in any respect, you and/or your Representatives shall immediately notify us in writing setting out full details of such event and/or matter.
5. If you or your Representatives are in breach of any of the applicable warranties, then we shall be entitled (in addition to and without prejudice to all other rights or remedies available to us including the right to claim damages) by notice in writing to you to terminate our provision of this nominee director service. Any failure by us under this provision shall not constitute a waiver of any other rights arising out of any breach of any warranty.
Indemnity for the appointed Nominee Director. You hereby agree that the provisions contained in Clause 6 (Waiver and Release, Limitations of Liability, Indemnity) shall apply to the appointed nominee director in a similar manner as it applied to us.
Dissolution and No Response Fees
1. If your or your Representatives are uncontactable after reasonable attempts were made, we shall be entitled to impose a ‘No Response Fee’ of at least SGD 200 per continuous month to cover our time costs for on- going monitoring, our and our nominee director’s increased exposure to risk under such a scenario.
2. You agree that such additional charges are a genuine pre-estimate of our and our nominee director's increased exposure to risk, and that these charges are cumulative and without prejudice to any other rights or remedies available to us (including our right to dissolve the company) under these Terms, at law or in equity.
Rationale for Clause 10.5.3(viii) (Dissolution and No Response Fees)

Swiftly and the appointed nominee director must be able to reach the entity’s contact person and relevant parties promptly to meet legal and regulatory obligations, manage risk and respond to government agencies, banks or compliance queries. If the entity becomes uncontactable, Swiftly and our nominee director face heightened exposure and must spend time on monitoring and escalation. The ‘No Response Fee’ compensates these time costs and the increased risk in a situation largely outside our control.
Guidelines for Clause 10.5.3(viii)(a) – Rules of Engagement for Contact Attempts
- Who we contact?
  We will primarily communicate with the entity's designated contact person.
  
  If we do not receive a response, we may escalate to other parties, including directors, shareholders and officers, using the contact details you provided.
- What counts as a "response"?
  A response means a substantive reply that addresses our request or provides a clear timeline and the information needed for us to proceed. Auto replies, acknowledgements without action or "will revert" with no follow-up may be treated as no response.
- What counts as "reasonable attempts"?
  Unless we decide otherwise due to urgency or regulatory risk, we will generally follow the sequence below. After completing Step 3 without any response, we will treat this as reasonable attempt for the purposes of Clause 10.5.3(viii)(a).
  
  Step 1 (First Attempt):
  
  Channel: Email to the contact person (this is considered to be the first email)
  
  Waiting period: 7 calendar days
  
  Step 2 (Second Attempt):
  
  Channel:
  - Email to all parties (this is considered to be the second email)
  - Message the contact person via WhatsApp (or an equivalent online messaging platform that was used to communicate with this contact person)
  Waiting period: 7 calendar days
  
  Step 3 (Third Attempt):
  
  Channel:
  - Email to all parties (this is considered to be the third email)
  - Message the contact person via WhatsApp (or an equivalent online messaging platform that was used to communicate with this contact person)
  - Call the contact person
  Waiting period: 7 calendar days
  
  Consequences after reasonable attempts
  
  If no response is received after Step 3, Swiftly may (without prejudice to other rights):
  - impose the ‘No Response Fee’, accruing per continuous month we receive a response; and/or
  - take protective action, which may include termination of our Services and/or applying for striking off or other steps, where appropriate, to manage regulatory and risk exposure.
  Urgent cases
  
  Where we reasonably consider the matter urgent (for e.g., regulator deadlines, regulator queries, suspected misuse or imminent penalties), we may shorten the above waiting periods or skip steps.
Illustration for Clause 10.5.3(viii)(a) – When the ‘No Response Fee’ applies

Day 1: Swiftly emails the contact person requesting information for compliance and ongoing monitoring.

Day 8: No response. Swiftly proceeds to Step 2.

Day 15: No response from anyone. Swiftly proceeds to Step 3.

Day 22: No response received. Swiftly will treat the above as “reasonable attempts” and will charge the ‘No Response Fee’ (accruing per continuous month). Swiftly may also consider protective steps including initiating a striking off application.
Termination of Nominee Director Services by Us
1. By virtue of Section 145(1) of the Companies Act 1967 of Singapore, a company must always have one Singapore resident director. Accordingly, if we terminate the provision of our nominee director services to you for any reason whatsoever, you must appoint a new Singapore resident as your nominee director within seven days from our notice in writing informing you of the appointed nominee director's resignation. If you do not do so, we shall be entitled to continue billing you for our nominee director services which will amount to at least three times the prevailing rates to account for the heightened risk that we and the appointed nominee director bear in continuing to provide you such a service despite our termination.
2. You further agree that such additional charges are a genuine pre- estimate of the increased risks and losses that we would suffer if you do not appoint another Singapore resident to replace our nominee director within the time frame stipulated above. These additional charges are cumulative and without prejudice to any other rights or remedies available to us under these Terms, at law, or in equity.
Illustration for Clause 10.5.3(ix) (Termination of Nominee Director Services by Us)

Day 0: Swiftly issues a written notice to the contact person confirming the termination of Swiftly's nominee director services (the "Termination Notice"). The client's 7-day replacement period starts from this date.

Days 1 to 7: Client must appoint a replacement Singapore resident director within this 7-day period.

End of Day 7: No replacement Singapore resident director has been appointed.

Outcome:
- From Day 8 onwards, Swiftly will charge the nominee director service fee at three times the prevailing rate, accruing daily, until the replacement Singapore resident director is successfully appointed and recorded with the Accounting and Corporate Regulatory Authority of Singapore.

Terms of Use

IMPORTANT NOTES ON HOW TO READ THESE TERMS

1. INTRODUCTION

2. ACCOUNT REGISTRATION

3. OUR FEES AND CHARGES

4. OUR INTELLECTUAL PROPERTY RIGHTS

5. YOUR OBLIGATIONS

6. WAIVER AND RELEASE, LIMITATIONS OF LIABILITY, INDEMNITY

7. TERMINATING YOUR ACCOUNT

8. ACCESS DEVICES AND SYSTEM REQUIREMENTS

9. GENERAL

10. ADDITIONAL SPECIFIC TERMS THAT ARE APPLICABLE TO OUR SERVICES