Table of Contents
- Company Secretary Service Agreement
- Registered Office Address Service Agreement
- Accounting and Tax Service Agreement
- Non-Executive Local Director Service Agreement
- Immigration Service Agreement
2.0 Proprietary rights
2.1 This Website is the official Futurebooks Singapore Pte. Ltd. It is owned and operated by Futurebooks Singapore Pte. Ltd.
2.2 The materials found on this Website including statistical data, reports, charts, graphs, information and documentation (the Contents), are protected by copyright, trademark and other forms of proprietary rights. All rights, title and interest in the Contents are owned by, licensed to or controlled by the Futurebooks Singapore Pte. Ltd.
4.0 Restrictions on Use of Contents
4.1 Except as otherwise provided, the Contents of this Website shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of Futurebooks Singapore Pte. Ltd. To use any parts of the Contents of this Website, the user must seek permission in writing, stating the Contents for use; intent of use; manner of use; timeframe of use and identity of the user. Futurebooks Singapore Pte. Ltd. reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient.
4.2 You may view, download and print the Contents if:
(a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and
(b) no alterations, additions or modifications of the Contents are made in any way
(c) due acknowledgement is given to “Futurebooks” and citing the sources for the relevant data extracted.
4.3 Modification of any of the Contents or use of the Contents for any other purpose will be a violation of Futurebooks Singapore Pte. Ltd.’s copyright and other intellectual property rights. Graphics and images on this Website are protected by copyright and may not be reproduced or appropriated in any manner without written permission of Futurebooks Singapore Pte. Ltd.
4.4 Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to email@example.com.
5.0 Disclaimer of Warranties and Liability
5.1 The Contents of this Website are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, Futurebooks Singapore Pte. Ltd. does not warrant and hereby disclaims any warranty:
(a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Website;
(b) that the Contents available through this Website or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Website and the server is and will be free of all viruses and/or other harmful elements.
5.2 Futurebooks Singapore Pte. Ltd. shall not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Website, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Website.
6.0 Right of Access
6.1 Futurebooks Singapore Pte. Ltd. reserves all rights to deny or restrict access to this Website to any particular person, or to block access from a particular Internet address to this Website, at any time, without ascribing any reasons whatsoever.
7.0 Links from this Website to other websites
7.1 This Website contains hyperlinks to websites which are not maintained by Futurebooks Singapore Pte. Ltd. Futurebooks Singapore Pte. Ltd. is not responsible for the contents of those websites and shall not be liable for any damages or loss arising from access to those websites. Use of the hyperlinks and access to such websites are entirely at your own risk.
7.2 Hyperlinks to other websites are provided as a convenience to the user. In no circumstances shall Futurebooks Singapore Pte. Ltd. be considered to be associated or affiliated in whatever manner with any trade or service marks, logos, insignia or other devices used or appearing on websites to which this Website is linked.
8.0 Links to this Website from other websites
8.1 Except as set forth below, caching and links to, and the framing of this Website or any of the Contents are prohibited.
8.2 Linking to the Homepage: You may link to the Homepage of this Website, upon notifying Futurebooks Singapore Pte. Ltd. in writing.
8.3 Hyperlinking to an internal page of this Website: You must make a specific request for, and secure permission from Futurebooks Singapore Pte. Ltd. prior to hyperlinking to, or framing, this Website or any of the Contents, or engaging in similar activities. Futurebooks Singapore Pte. Ltd. reserves the right to impose conditions when permitting any hyperlinking to, or framing of this Website or any of the Contents.
8.5 Under no circumstances shall Futurebooks Singapore Pte. Ltd. be considered to be associated or affiliated in whatever manner with any trade or service marks, logos, insignia or other devices used or appearing on websites that link to this Website or any of the Contents.
8.6 Futurebooks Singapore Pte. Ltd. reserves all rights to disable any links to, or frames of any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights.
8.7 Futurebooks Singapore Pte. Ltd. reserves the right to disable any unauthorised links or frames and disclaims any responsibility for the content available on any other website reached by links to or from this Website or any of the Contents.
9.0 Governing Law
1.2 We guarantee to comply with the standards, procedures and requirements laid down by the Singaporean government to ensure that your personal information is kept secure and processed fairly and lawfully.
2.0 Use & disclosure of registered users information
2.1 Information about our users is an important part of our business. We share user’s information on a limited basis with agents that we use from time to time to send postal mail and email, remove repetitive information from visitor lists, analyse data, provide marketing assistance, and provide customer service.
2.3 In case Futurebooks Singapore Pte. Ltd. or substantially all of its assets are acquired by one or more third parties as a result of a merger, sale, consolidation or liquidation, users information may be one of the transferred assets.
3.0 How do we use your information?
3.2 We may operate a mailing list to send you related news about the Futurebooks Singapore Pte. Ltd. This mailing list currently operates as an ‘opt in’ mailing list whereby subscribers add themselves to the list. We only send emails to addresses which have been subscribed to the list; we do not ‘spam’. If you wish to unsubscribe from the list please email to firstname.lastname@example.org. We do not share, licence or sell these email addresses.
4.0 Sharing with & Disclosure of Information to 3rd Parties
4.1 As a matter of policy, your personal information will not be shared or disclosed to third parties (whether for their marketing purposes or otherwise) without your consent. However, we reserve the right to disclose your personal information as required in the normal course and scope of our business in the provision of our services, and where required by applicable law, statute, stock exchange regulation or by-law, regulatory or governmental order or court order.
5.1 We take every precaution to protect your personal information. In addition, we have strict security protocols in place to protect our customer database from unauthorised access, improper use or disclosure, unauthorised modification, and unlawful destruction or accidental loss. We only allow access to the customer database when absolutely necessary, and then under strict guidelines as to what use may be made of such details. We may ask you for proof of identity before disclosing any personal information to you.
6.2 Cookies can also help us provide to you information that is targeted to your interests. Most cookies are “session cookies”, meaning that they are automatically deleted from your hard drive at the end of a session. You are always free to decline our cookies (if your browser permits you to do so), although in that case you may not be able to use certain features on the Website and you may be required to enter your password more frequently during a session on the Website.
Company Secretary Service Agreement
The Terms and Conditions of the Agreement supersede all prior written and oral communication with the Client regarding their terms of the Agreement, and except as otherwise provided herein can only be modified by written agreement signed by the Client and our authorised representative.
The Terms and Conditions detailed below are binding on any use of the Service that applies to the Client from the time that we provide the Service to the Client.
We reserve the right to change these Terms at any time, effective upon the posting of modified terms. We will make every effort to communicate these changes to the Client via email or notification via the website. It is the Client’s obligation to ensure that Client has read, understood and agreed to the most recent terms available on the website.
These Terms were last updated on 2nd of June 2015.
Changes since the last update on 4th of May 2015.
“We”, “Us” and “Our” shall mean Futurebooks Singapore Pte. Ltd.
“Client” shall mean signing party.
“Website” shall mean https://www.futurebooks.com.
“Fee” shall mean the amount the Client pays us per annum due at the beginning of the Term.
“Company Secretary” shall mean the person appointed by us to deliver the Service.
“Service” shall mean work performed by us as part of the Fee.
“Additional Services” shall mean a Client’s request above and beyond the Service.
“Term” shall mean the period of time the Service is retained by the Client.
“Party(s)” shall mean the Client and us jointly.
“Act” shall mean Singapore’s Companies Act (Chapter 50).
1.0 Provision of Service
1.1. We shall provide the Service commencing from the Term date between the hours of 9:00am to 5:30pm Monday to Friday. The Client can request us to perform the Service outside these hours on an ad hoc basis.
1.2. We are responsible for appointing a Company Secretary with the ability, qualifications and skills required to perform the Service, as described under the Act. We may replace or change a Company Secretary by another Company Secretary suitable for the Service, by giving prior 3 (three) days’ notice thereof to the Client.
1.3. Services included in the annual fees:
- Notifications to Shareholders and directors including but not limited to: (a) When annual filing of accounts are due; (b) Any ACRA notifications.
- Providing important compliance dates outlining when Estimated Chargeable Income (ECI), tax instalments and Annual General Meeting (AGM) may be due.
- Digital storage of company registers and resolutions. These are available for viewing between the hours of 9:00am to 5:30pm, Monday to Friday. The following statutory books and registers as required by the Act:
i) Register of Applications and Allotments;
ii) Register of Transfer;
iii) Register of Members;
iv) Register of Directors and Directors’ Interest;
v) Register of Directors Resolutions;
vi) Register of Members Resolutions.
- Providing Certificate of Compliance post Annual Return filing with ACRA.
- Access to Our meeting spaces and facilities for the purpose of meeting the Company Secretary.
1.4. To provide the highest level of service, the Client should seek registered mailing address and bookkeeping from us.
1.5. The Client is advised to seek secretarial counsel before important changes in the Company are taken up, such as: Loan from bank, fees to the Directors, dividend declared (if any) to the Shareholders, loan to the Directors etc. In-depth advice on such topics will be charged as compliance talk-time.
2.0 Payment of Service
2.1. It is understood that unless the Client cancels the Service in writing under Clause 10.3, we shall continue to provide the Service for another 12 months. We shall issue an invoice for the 12 (twelve) months, to the value of the Fee.
2.2. The Fee for the services covered as stated in the signed engagement letter is subject to change, and our payment terms are “Payment in Advance”. If the Client fails to pay our invoice in accordance with our payment terms, We reserve the right to cease the work of the Client immediately and without penalty.
2.3. Payment to be made to Futurebooks Singapore Pte. Ltd., 28 Bukit Pasoh Road, Yee Lan Court, Singapore (089842) within ten (10) days of signing the engagement letter. GST (7%) is applicable to all Our invoices.
2.4. We accept bank transfer, cheque major credit cards, debit cards, PayPal and Stripe payments. Please note that any payment terms presented to you in the process of signing up for paid Services are deemed part of this Agreement.
2.5. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
3.0 Statutory Duties of the Appointed Company Secretary
The Statutory Duties of the appointed Company Secretary include the following but not limited to:
3.1. Preparation of necessary resolutions to document the various changes in the company, such as: appointment/resignation of Director, allotment/transfer of shares etc.
3.2. To send out necessary documents for signatures of the Directors/Shareholders.
3.3. Only upon receipt of the signed resolutions and supporting documents (if any) the appointed Company Secretary will proceed to file necessary returns with ACRA.
3.4 Once the ACRA lodgement has been completed, the appointed Company Secretary will update the statutory registers accordingly.
4.0 Responsibilities of the Client
4.1. Client will be responsible for intimating to the Company Secretary in writing any management decisions that may result in corporate changes including but not limited to:
- Change in the financial year-end
- Change in the registered office
- Appointment/resignation/change in personal details of Director(s)
- Allotment of additional shares
- Transfer of shares
- Changes in capital structure (sub-division / consolidation etc)
4.2. The Client shall co-operate in organising the signatures of the remaining Directors and Shareholders to the resolutions so prepared by the appointed Company Secretary.
4.3. The Client shall take full responsibility for possession and safe-keeping of all physical secretarial documents.
4.4. The Client shall not prepare any documents/resolutions or file any return with ACRA pertaining to any changes mentioned in Clause 4.1 of this agreement. The Company Secretary will not be liable for any such document or changes made.
5.0 Additional Scope
5.1. Where there are any corporate changes in the company (refer to Clause 3.1 and Clause 4.1 above), the same shall be treated as Additional Services and, therefor, any extra services will be charged separately. The services included are:
- Technical expertise involved in executing the changes in the company
- Preparation of the necessary documents for the signature of the Directors/Shareholders
- To assist in organising the signatures of all the Directors and Shareholders
- Reviewing the signed documents
- ACRA lodgement of the changes in the company
- ACRA’s filing fee for the various returns to be filed within the due date
5.2. The quotation signed by the Client shall be deemed conclusive that the Client has: (a) Understood the work is considered an Additional Service; (b) Consented that Additional Services be carried out; (c) Agrees to pay the charges in full without dispute or deduction.
5.3. Each Additional Service includes drafting resolutions, procuring signatures, filing online with ACRA and paper filing in the company register.
6.0 Digital Documents
6.1. Pursuant to Clause 4.3, only digital copies of all the secretarial documents shall be provided and maintained unless expressly stated.
6.2. We will not be held liable for the maintenance of any physical secretarial documents, where digital format of the documents are available.
6.3. Where the physical documents are received from the previous Company Secretary, we will organise for the scanned copies of all the previous secretarial records. Once the scan is completed, the physical documents will be handed over to the client for their safe keeping. Additional charges may apply depending upon the volume of documents.
7.0 Digital Signature
7.1. Where the documents are sent for digital signature, they will be sent via the secure service Hello Sign, Inc. to the authorised email ids of the respective persons.
7.2. The respective person shall then sign the document using the secure service Hello Sign, Inc.
7.3. Where the documents are digitally signed, the respective persons shall indemnify the appointed Company Secretary of the digital signature on such documents.
8.0 Digital Communication
8.1. All communication by the appointed Company Secretary shall be via digital means, which includes but not limited to emails, telefax, telecon etc.
8.2. Where Notice calling the Meeting of Directors/Shareholder etc. is served electronically, it shall be deemed to have been sent physically.
9.1. If the Parties have previously signed any agreements governing the disclosure of confidential information, those prior agreements shall remain in full force and effect, but any such disclosures made hereunder shall be governed by the terms of this Agreement.
9.2. The Client’s confidential information shall include, but not be limited to: business and marketing plans, Client names, prospective Client names, terms and pricing of this Agreement, work in progress, servicing, financing or personnel matters relating to us and, present or future products, suppliers, clients, investors or business partners.
9.3. The Parties agree to hold each other’s confidential information in confidence during the Term of this Agreement and for a period of 3 (three) years after cancellation of this Agreement.
10.0 Cancellation and Breach of Contract
10.1. In instances where the Client has withheld information or not followed procedure as required under the Act and as listed in this agreement, we reserve the right to resign as Company Secretary, thereby cancelling the Service. All costs of the resignation are borne by the Client, and no pro rata refund of the Service will be available.
10.2. At the expiry and/or cancellation of the Service, we are obliged to return to the Client the company register in full upon settlement of all our Fees.
10.3. This Agreement shall continue unless determined by one month’s notice in writing given by either Party. However, there will be no pro rata refund of fees for services cancelled during the Term.
11.0 Extension of the team
11.1. The Company Secretary is an extension of the Client’s organization. As such, we seek the full cooperation of the Client to keep the Company Secretary informed of matters pertaining to the Act.
11.2. We shall address any dissatisfaction the Client may have with a Company Secretary. Failure to notify us in writing of any dissatisfaction with the Company Secretary will be deemed to be acceptance in full of the Company Secretary’s Services.
11.3. The Company Secretary reserves the right to carry out their fiduciary responsibilities under the Act without prejudice or obstruction.
12.1. Where the Client decides to disengage the Services, we shall charge a disengagement fee to cover the time/cost that shall be expended before the handover of the secretarial files. No pro-rata refund is applicable in case the Services are terminated by the Client.
12.2. Upon disengagement, we will only provide digital copies of all the secretarial records to the Client.
13.0 Limited Liability
13.1. The Client acknowledges that timely provision of and access to office, facilities, equipment, assistance, cooperation, together with complete and accurate information, and suitably configured computer products are essential for us to perform the Service. We accept no liability whatsoever for any loss, damage, costs or expenses howsoever caused that the Client may suffer or for which the Client may become liable arising out of or in connection with or as a result of the engagement of a Company Secretary.
13.2. Liabilities and performance of any third party vendors we may introduce to the Client are exclusive of this Agreement.
14.1. The Client will procure, undertake and warrant that all acts required to be done by the Company Secretary will comply with all laws affecting or binding upon the the Company Secretary and the Client. It will be deemed that all statements and documents that the Client requests the Company Secretary to sign are true and accurate.
14.2. The Client will also procure, undertake and warrant, that the Client will keep proper accounts, file all necessary returns and documents that may be required by law with any such authority and that all taxes required to be paid by the Client will be duly paid. In the event of the Client becoming insolvent, the Client undertakes to be fully responsible for all debts and any taxes that may be payable.
15.1. The Client will indemnify us and keep us indemnified against all costs, expenses claims, demands and liabilities for which we or the Company Secretary may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever that may be taken or made against us or the Company Secretary or that may be incurred or that may arise directly or indirectly by reason of this provision of Services or by reason of anything done or omitted to be done in relation thereto.
15.2. The Client personally undertakes to have read the Terms and Conditions stated on this website regarding the Company Secretarial Agreement and to keep themselves updated of any changes as may be highlighted from time to time.
15.3. The Client undertakes to reimburse us such expenses properly incurred in the due performance of its duties as the Company Secretary and to such extent that we are unable to recover from the monies that have already been paid to us as the Company Secretary of the Client.
16.0 Force Majeure
16.1. Neither Party, including its subcontractors, shall be responsible for failure to fulfil any obligations due to causes beyond its reasonable control.
17.1. Each Party agrees that, during the Term and for a period of 6 (six) months after the Term not to solicit away from their employment, or attempt to procure the services of, any Company Secretary, consultant, contractor or officer of the other Party.
17.2. If any Company Secretary of ours or any of our subsidiary companies is engaged by the Client during the Term and for a period of 6 (six) months after the Term, on a temporary, permanent or self-employed basis, the Client agrees to pay us a fee equivalent to 3 (three) times the Company Secretary’s monthly salary plus entitlements, quoted by us, without entitlement to rebate.
18.1. All terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of us and the Client.
19.1. No term of this Agreement shall be deemed waived and no breach or default excused unless such waiver or excuse shall be in writing and signed by the Party issuing the same. No action, regardless of form, arising out of this Agreement may be brought by either Party more than 2 (two) years after the cause of action arose.
20.1. The Client and we hereby agree to submit to the non-exclusive jurisdiction of the courts of Singapore in any dispute touching and concerning these Terms and Conditions or the rendering of the Services hereunder.
Registered Office Address Service Agreement
“We”, “Us” and “Our” shall mean Futurebooks Singapore Pte. Ltd.
“Client” shall mean the signing party.
“Fee” shall mean the amount the Client pays Us per annum.
“Service” shall mean work performed by Us as part of the Fee.
“Additional Services” shall mean Client requests above and beyond the Service.
“Term” shall mean the period of time the Service is retained by the Client.
“Party(s)” shall mean the Client and Us jointly.
1.1. The fee shall be paid yearly in advance upon the execution of this contract. There will be an automatic renewal of this contract, unless expressly communicated in writing by either Party giving one (1) month’s notice in advance.
1.2. The Client agrees that We reserve the right to make reasonable change, or vary the charges for such services, upon giving one month’s notice in writing of such change, and such new charges shall apply from the date of expiration of notice.
1.3. We reserve the right to renegotiate the fee if the Client consistently requires more than thirty (30) mails per month. In most cases, Our clients receive ten to twenty (10-20) mails per month.
2.1. This Term is for a minimum of twelve (12) months, which can be cancelled at any time. Cancellation must be received in writing one (1) month prior to the above-mentioned end date OR otherwise on the conclusion of the eleventh (11th) month subsequent to the commencement of the contract.
2.2. Should the Client cancel the contract before the expiry of the Term, no refund will be issued.
2.3. Should We have a reason to suspect immoral, unethical, illegal or fraudulent business practice, We reserve the right to immediately terminate this engagement and all services being provided. In addition, We reserve the right to terminate this engagement if the Client displays indecent behaviour.
2.4. Upon receipt of notice to cancel the Service, an administration/disconnection fee will be applied to the member’s account.
3.1. Access. We will provide a registered CBD office address for commercial and government purposes from the hours of 9:00am to 5:30pm, Monday to Friday. For all inquiries, please write to email@example.com.
3.2. E-notifications. Client to nominate an email address for all scanned mail to be forwarded. We will scan received mail every week, and forward a PDF to the nominated address. The Client shall only receive notifications if mail arrives.
3.3. Storage of mail. We store physical mail safely until collected by the Client (kept for maximum three  months). We retain the right to not accept any excessively large, unreasonable or unlawful packages. If the mail is not collected within a period of three (3) months, it will be shredded or otherwise disposed of.
3.4. Self-service VOIP. We have thoroughly tested and used a third-party application known as Hoiio. This application can be downloaded to a PC or mobile device and provides a +65 number. Billing and setup is strictly between Hoiio and the Client. We are not responsible for service or support.
3.5. During the Term, should the level of service not meet the Client’s expectations, please contact us at firstname.lastname@example.org and management will respond within one (1) working day.
3.6. Cheque deposits. Cheque deposit service is considered as an Additional Service. Please contact email@example.com to get a quote if you need the same.
3.7. Our premises cannot be used for storage of inventory or supplies for a company. Client should also not provide our address to outside parties, such as customers, as the location where display or inventory items are kept.
4.1. If the Parties have previously signed any agreements governing the disclosure of confidential information, those prior agreements shall remain in full force and effect, but any such disclosures made hereunder shall be governed by the terms of this Engagement Letter.
4.2. Client’s confidential information shall include, but not be limited to: business and marketing plans; Client names; prospective Client names; terms and pricing of this engagement; work in progress; servicing, financing or personnel matters relating to Us and any of our group companies; present or future products, suppliers, clients, investors or business partners.
4.3. The Parties agree to hold each other’s confidential information in confidence during the Term of this engagement and for a period of three (3) years after cancellation of this engagement
5.0 Limited Liability
5.1. We take utmost care in maintaining Client documents while in our custody. However, We accept no liability whatsoever for any loss, damage, costs or expenses, howsoever caused, the Client may suffer or for which the Client may become liable arising out of or in connection with, or as a result of, providing Service, especially those that are unintentional in nature.
5.2. Liabilities and performance of any third-party vendors We may introduce to the Client are exclusive of this engagement.
6.0 Force Majeure
6.1. Neither Party, including its subcontractors, shall be responsible for failure to fulfil any obligations due to causes beyond its reasonable control.
7.1. All terms of this Engagement Letter shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of Us and the Client.
8.1. No term of this Engagement Letter shall be deemed waived and no breach or default excused unless such waiver or excuse is in writing and signed by the Party issuing the same. No action, regardless of form, arising out of this Engagement Letter may be brought by either Party more than three (3) years after the cause of action arose.
Accounting and Tax Service Agreement
“We” “Us” and “Our” shall mean Futurebooks Singapore Pte. Ltd.
“Client” shall mean the signing party.
“Party(s)” shall mean the Client and Us jointly.
“Service” shall mean bookkeeping or tax or both services provided by Us.
“Additional Service” shall mean a Client request over and above the Services initially quoted and accepted. These may include add-ons – similar to but not restricted to a bookkeeping rescue or soft internal audit, etc. These may be chargeable separately.
“Cloud Providers” shall mean third-party providers of applications used in the provision of our services.
“Cloud Finance Ecosystem” shall mean the set of approved and tested Cloud applications and their Providers We use in the provision of services agreed with the Client.
“Subscription Fee” shall mean subscription costs charged by Cloud Providers.
“Bookkeeper” shall mean the person appointed by Us to deliver the Service of bookkeeping.
“Project Manager” means the senior employee assigned to liaise with you and manage the project internally.
“Term” shall mean the period of time the Service is retained by the Client.
“Fee” shall mean the amount the Client pays Us per month, quarter or annum, as may be decided from time to time.
1.0 Minimum requirements before commencing the Service
1.1. Client must accept Us to be their named company secretary. The terms and services listed in the Company Secretary Engagement Letter apply in addition to this Bookkeeping Engagement Letter.
1.2. Client permits Us to set up a Cloud Finance Ecosystem and agrees to:
- Let the Project Manager know if there are areas in bookkeeping, accounting or taxation that require special attention.
- Approve the quote and make payments based on arrangements made while accepting the service.
2.0 Frequency of service
2.1. After assessing the Client’s operations, We will inform the Client and provide a quotation for either monthly, quarterly or annual bookkeeping. In certain cases, a more appropriate term (e.g. bi-monthly) may be agreed upon with the Client.
3.0 Provision of Service
3.1. The precise scope of works detailing the roles and responsibilities/expectations from the Client and Us will be highlighted in the quote sent for confirmation.
3.2. We work from our offices. This ensures We are able to have quality control over our Service.
3.3. Our operating hours are from 9:00am to 5:30pm (SGT), Monday to Friday, with the exception of public holidays.
3.4. The Client shall take full responsibility for possession and safe keeping of all physical bookkeeping documents. We will work on a digital copy of the records.
3.5. All communication by and with the appointed Bookkeeper shall be via digital means; i.e. email. Telephonic communication. While useful for clarifications, this is not recognised as a means of communicating facts or decisions, due to the impermanence and potential for misunderstanding.
3.6. Client will be responsible for providing Our Bookkeeper documents within the same month of occurrence:
- Hire purchase and loan agreements
- Changes in equity
- Expenses incurred on behalf of the company
- Assets acquired on behalf of the company including equity acquisitions
- Other documents as advised by the Project Manager or bookkeeper from time to time
3.7. The Client is responsible for checking any records produced by us and for flagging any issue noticed. Our engagements are subject to a limitation of time of thirty (30) days. We are not liable to look at the issues that Client raises beyond this time period.
3.8. We strive to produce work of high quality but due to the manual nature of bookkeeping and tax engagements, unintentional errors may be caused. These may include but are not limited to errors of omission. The Client shall not hold us responsible for such unintentional errors caused.
3.9. The responsibility of maintaining Client records in Cloud Applications rests with Us. An audit trail keeps track of changes made by users. Mistakes made by Us are fixed at no cost to the Client. Mistakes made by the Client will be billed to the Client as Additional Services.
3.10. We do not perform audits on source documents for completeness, accuracy, duplication, fraud and omissions.
4.0 Cloud Finance Ecosystem
4.1. The Subscription Fee for each Cloud Provider is charged to the Client monthly, in addition to Our Fee.
4.2. We try to replicate the branding requirements for the Client as closely as the software restrictions allow us to do. Cloud Providers have their own coding and feature restrictions, which may limit our capacity to achieve the exact results you may have from other software or Microsoft Office Suite programs.
4.3. For branding purposes, which could be but are not limited to branding of invoices, payslips, etc., we will help create up to 2 (two) versions. Further changes may have to be made by the Client in liaison with the Cloud Provider’s technical team.
4.4. The reporting templates in Xero are subject to similar restrictions. Though a large part of these are customisable, a complete replication of reporting structures familiar to the Client from other software or Microsoft Office Suite programs may not be achievable.
5.1. We will respond to a Client’s email within one (1) business day. We also expect Clients to answer our emails in a timely manner. If after thirty (30) days the Client has not replied to our questions and provided answers or supporting documentation, we can consider the project closed and completed. Any further work may require a project management fee to be paid.
5.2. We work on all assignments in a timely manner and, as agreed with the Client, we will keep to time limits set with them. Any exceptions will be communicated to the Client as soon as possible.
6.0 Data Protection
6.1. Each Cloud Provider has a separate data policy. We recommend the Client understand each policy. By agreeing to use our Cloud Finance Ecosystem, the Client agrees to the terms and conditions expressed by the Cloud Provider.
6.2. We recognise the importance of protecting the security, integrity and privacy of the Client’s financial information. We endeavour to take all reasonable steps to protect information and documents the Client may transmit to Us. Once we do receive the Client’s transmission, we will also make our best efforts to ensure its security in our systems.
6.3. We will not sell or pass on details of the Client to third parties. Our employees and the contractors who provide services are contractually obliged to respect the confidentiality of financial and personal information held by Us. However, we will not be held responsible for events arising from unauthorized access to your information.
7.0 Payment of Service
7.1. The prices mentioned are fixed until 31 December 2016. Thereafter, We may decide to discontinue the service or change the fee.
7.2. If We need to spend more time with the Client because the workload has increased, we will inform the Client and allow a grace period of thirty (30) days to hire support or accept the rise in fee.
7.3. Payment to be made to Futurebooks Singapore Pte. Ltd., 28 Bukit Pasoh Road, Yee Lan Court, Singapore (089842) within ten (10) days of signing the engagement letter. GST (7%) is applicable to all Our invoices.
7.4. We accept bank transfer, cheque major credit cards, debit cards, PayPal and Stripe payments. Please note that any payment terms presented to you in the process of signing up for paid Services are deemed part of this Agreement.
7.5. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
8.0 Payment Terms
8.1. The Fee for the services covered by this engagement is subject to change, and our payment terms are “Payment in Advance”. If the Client fail to pay our invoice in accordance with our payment terms, We reserve the right to cease the work of the Client immediately and without penalty.
8.2. We also reserve the right to invoice for any outstanding work in progress and hold all working papers/reports created by us until payment of the account is received in full. Any estimate of the cost of service is only an estimate and the actual cost may vary. It may not always be possible to provide an accurate estimate of the total cost, as the total cost may change due to unforeseeable problems and delays, the cooperation or otherwise of third persons and deficiencies in documentation. If the costs are likely to be significantly higher than originally estimated, we will provide you with an additional letter informing you of this and stating the reasons for the likely increase.
9.0 Cancellation of Service
9.1. We or the Client can cancel the engagement within the first thirty (30) days of the engagement by giving Notice in writing (an email from the Client to such effect is also acceptable). If the Client cancels the Services (or Additional Service, if any) within the first 30 (thirty) days, a refund of Service Fee will be provided minus handling charges and administrative fees. Discontinuation of services may take up to ten (10) working days. If the cancellation is requested after the first thirty (30) days of the engagement, no refund will be applicable.
9.2. In the case of termination, Client agrees that payment for all services accrued up to and including the date of termination will be paid immediately upon receipt of Our Invoice.
9.3. On cancellation/termination, the ownership of the Cloud Finance Ecosystem will be transferred/ handed over to the Client. Subsequent ongoing monthly subscription fee to such Cloud Providers will be borne by the Client.
Non-Executive Local Director Service Agreement
The terms and conditions of the Agreement supersede all prior written and oral communication with the Client regarding their terms of the Agreement, except as otherwise provided herein and can only be modified by a written agreement signed by the Client and Our authorised representative.
The terms and conditions detailed below are binding on any use of the Service that applies to the Client from the time that we provide the Client with the Service.
We reserve the right to change these terms at any time, effective upon the posting of modified terms. We will make every effort to communicate these changes to the Client via email or notification via the Website. It is the Client’s obligation to ensure that the Client has read, understood and agreed to the most recent terms available on the Website.
The Client hereby requests Us to provide Non-executive Directors to act in the capacities specified in the engagement scope table above to this agreement in relation to the Client:
- In providing such Services, the duly appointed Director is requested to act upon the instructions of the Client, or its duly authorized representative. If more than one person is so named, then the duly appointed Director may act on the instructions of any one of them.
- In consideration of Us agreeing to make such a Director available, and in consideration of the Director agreeing to accept such a nomination, the Client agrees to be bound by the standard Terms and Conditions, as mentioned herein.
“We”, “Us” and “Our” shall mean Futurebooks Singapore Pte. Ltd.
“Client” shall mean the signing party.
“Website” mean https://www.futurebooks.com.
“The Request” means the request for the provision of local director services as set in the engagement scope table.
“The Company” means the Client’s company.
“The Non-executive Director” means any individual who is appointed by Us to perform any services pursuant to the Request.
“The Services” means any acts done or to be done, or services performed or to be performed, by the Non-executive Director.
1.0 Minimum requirements before commencing the Service
1.1. The Client is required to subscribe to our Registered Office Address, Accounting and Company Secretarial Services, along with the Non-executive Director services. We will review the accounting records as well as other communications for the Client on a periodic basis to ensure compliance with the statutory and regulatory requirements in Singapore. The terms and services listed in the relevant engagement letters apply in addition to this Engagement Letter.
2.0 Nature of the Non-executive Director Services
2.1. The Client undertakes to appoint a minimum of two directors (from any jurisdiction) to the Company, before engaging the Non-executive Director Services from Us. The Client further undertakes to maintain a minimum of two directors (excluding the Director) in the Company for the period while the Non-executive Director Services are provided by Us to the Client.
2.2. The Director will be a non-executive director appointed solely to comply with the provisions of the Companies Act (i.e. to fulfil the requirement for the appointment of at least one local resident director in the Singapore company at all times).
2.3 . The Director shall not sign any financial statements of the Company.
2.4. The Director may be required to represent the Company in certain circumstances – under the specific instruction from the Company’s director or the person authorized by the director, to sign any legal documents or others, in representing themselves as the local director of the company, which may be charged additionally for.
2.5. The instructions shall be made in writing detailing the conduct to be performed by the Director and also to set the time period for that action to be executed. This request shall be recorded accordingly.
2.6. Any such document that may require the Director to sign or execute on behalf of the Company will need to be initially reviewed by Our compliance team, which may be charged for separately.
2.7. Under no circumstances shall the Director appear in court for matters relating to errant company procedures with any legal authorities in Singapore. However, as an exception, should there be a mutual consent between the Client and the Director to do so, the same shall be charged separately for.
3.0 Annual Fees
3.1. In consideration of the payment for the basic annual fees (as specified in the engagement scope table and as may be subject to revision with Our written thirty  days’ notice), the Director will act as a director of the Company for the period covered by the fee (subject to an earlier determination as hereunder provided).
4.0 Additional Fees
4.1. In general, the Director will not sign any documents on behalf of the Company. With specific reference to the signature of routine notices, minutes, returns and statutory documents as part of the Annual General Meeting (AGM), it is recommended that the documents be first signed by at least the two directors of the Company. An additional fee may, however, be made if the Services which are performed by the Director are considered to be non-routine. An additional fee will also be charged for if the Director is required to attend any Directors’ Meetings.
4.2. Additional fees will be applicable if the Director has to make a court appearance on behalf of the Client. These fees are subject to the amount of risk involved. The applicable fees will be decided by Us in conjunction with the Director and communicated to the Client prior to such an appearance being made.
5.0 Billing Procedures
5.1. The annual fee covers the period of twelve (12) months (as specified in the engagement scope table and as may be subject to revision with Our written thirty  days’ notice). There will be an automatic renewal of this contract, unless expressly communicated in writing by either party by giving one month’s notice in advance.
5.2. An initial deposit for appointing the Director will be charged and paid to Us. The deposit will be held by Us and used to pay for the Director’s fees in case of the default of payment by the Client and/or for liquidation expenses if required. This deposit will be refunded to the Client upon the resignation of the Director after deducting any sums that may be due to us at the time of such resignation.
5.3. Additional fees in relation to non-routine services will be billed from time to time as appropriate.
5.4. All fees will be rendered in Our name.
5.5. In exceptional circumstances, the security deposit and the annual fees amount may be revised based on the perceived risk and role revision by Us. A written notice of thirty (30) days will be provided prior to any such increase. We reserve the right not to provide further explanation for such increases, and the Client retains the right to disengage the Non-executive Director Services by appointing an alternate local director and will then be entitled for a refund on the pro-rated annual fees and of any initial deposit paid.
6.0 Payment of Service
6.1. Unless otherwise instructed, invoices/debit notes will be issued to the Company. The Client will nonetheless remain primarily responsible for the payment of all invoices/debit notes rendered to the Company in respect of the Non-executive Director Services provided by Us.
6.2. Payment to be made to Futurebooks Singapore Pte. Ltd., 28 Bukit Pasoh Road, Yee Lan Court, Singapore (089842) within ten (10) days of signing the engagement letter. GST (7%) is applicable to all Our invoices.
6.3. We accept bank transfer, cheque major credit cards, debit cards, PayPal and Stripe payments. Please note that any payment terms presented to you in the process of signing up for paid Services are deemed part of this Agreement.
6.4. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
6.5. In the case We do not receive the full payment in thirty (30) days from the invoice date, We reserve the right to demand the appointment of an alternate director. If we do not receive full payment in sixty (60) days, we reserve the right to initiate strike-off procedures against the Company.
7.1. The Client shall give instructions to the Director in such manner as may be required. The Director is authorised to act on verbal instructions or on instructions communicated by the Client in any other manner whatsoever (whether authenticated or not) as long as they fall within the scope of work for the Director. The Director normally requires instructions to be in writing .
7.2. The Director or We may at any time do or refrain from doing any act, without reference to the Client, if in its absolute discretion it is considered by the Director or Us necessary or desirable to do so.
8.0 Exclusion of Liability
8.1. The Director shall not participate in the day to day and strategic management of the Company. The Director shall not be liable to the Client or the Company in respect of anything, including omissions done by the Director, for all cases where the Director acted in good faith and within the limits and authority that the Director has been assigned and as per the operation of the laws of the land.
9.1. The Client will procure, and undertake and warrant that all acts required to be done by the Director will comply with all laws affecting or binding upon the Company, the Director and the Client, and that all statements and documents that the Client requests the Director to sign will respectively be true and accurate.
9.2. The Client will also procure and undertake and warrant that the Company will keep proper accounts and will file all tax and other returns and all papers and documents that are required by law to be filed with any authority and that all taxes required to be paid by the Company will be duly paid. In the event of the Company becoming insolvent, the Client undertakes to be fully responsible for all the debts of the Company and any taxes and duties that may be payable.
10.1. The Client will indemnify, and keep indemnified, both Us and the Director against all costs, expenses claims demands and liabilities for which We or the Director may become liable and against all actions suits, proceedings claims or demands of any nature whatsoever that may be taken or made against Us or the Director or that may be incurred or that may arise directly or indirectly by reason of the provision of Services or by reason of anything done or omitted to be done in relation thereto.
11.0 Successors and Assigns
11.1. The obligations of the Client or its authorised representative (if more than one) are joint and several and shall bind the legal personal representatives and successors of the Client. However, the Client shall not be permitted to transfer or otherwise assign its obligations under this Agreement without Our written consent.
11.2. The benefit of the Client’s agreements and obligations herein contained shall not be affected by any change in Our structure and shall be for the benefit of any Director who We may substitute pursuant to the right herein contained, and shall continue notwithstanding up to the termination of this engagement.
12.0 Variation of charges, Terms and Nominations
12.1. We may vary the annual fee from time to time, and may also vary these standard Terms and Conditions by altering, adding to or deleting any or all of them or by making any new terms and/or conditions, and may also appoint a substitute to act in the place of an existing Director. Any alteration so made shall be communicated to the Client as soon as reasonably practicable, but failure to so communicate shall render any alteration ineffective.
13.1. We or the Director may at any time revoke the nominations and cease performing any Services, and the Client shall then procure that all necessary acts are carried out to give effect to such a revocation and termination and to secure the appointment of substitute directors for the Company as the circumstances may require. We or the Director may require the Client to execute documents (in blank if required) to give effect to these provisions, and We and/or the Director are expressly authorized to date and to complete and utilize such documents upon such termination.
13.2. We or the Client can cancel the engagement within the first thirty (30) days of the engagement by giving Notice in writing (an email from the Client to such effect is also acceptable). If the Client cancels the Services (or Additional Service, if any) within the first thirty (30) days, a refund of Service Fee will be provided minus handling charges and administrative fees. Discontinuation of services may take up to ten (10) working days. If the cancellation is requested after the first thirty (30) days of the engagement, no refund will be applicable.
13.3. We or the Director may choose to automatically terminate the engagement by resigning from the post, liquidating the company or any similar action under the following circumstances. The circumstances herein mentioned are only indicative in nature.
- The company receives repetitive notices from statutory organisations for the non-filing of statutory documents.
- The company is issued a stop transaction/closure of bank account notice from the bank accounts for suspicious banking activities.
- The company’s authorised person is non-contactable after repeated attempts via email and phone calls at the latest available contact details that have been provided to us.
- We have information from approved sources that the Company is involved in or is intending to engage in fraudulent or illegal activities in Singapore or in other jurisdictions.
- If there is sudden and unexplained resignation of available foreign directors of the company.
- If invoices raised for service fees are unpaid.
- Any other event that causes willful distress or cause for non-engagement with the Director or Us.
14.1. Neither the nomination nor the provision of Services by the Director constitutes a retainer. The terms on which We will accept a retainer (giving priority to the Company, or to the Client, in respect of Our services) can be supplied on request.
14.2. In the absence of a retainer, We reserve the right to act for other clients in matters affecting the Company or the Client and We shall not in any way be precluded from so doing by reason of services previously performed or currently being performed. In the event of a conflict of interest, We or the Director may elect to exercise the right of termination herein contained.
15.1. Any notice or communication required to be given to the Client by Us or the Director shall be sufficiently given via email on the last known email address(es) of the Client. We do not issue notices via physical letters or phone calls. The Client is responsible for furnishing us with the correct email address where they are contactable.
16.1. In these terms and conditions (and in any variations thereof) unless the context otherwise indicates, words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and neutral genders and vice versa and references to a person shall include a corporation or partnership.
17.1. The Client hereby agrees to submit to the non-exclusive jurisdiction of the courts of Singapore in any dispute touching and concerning these terms and conditions or the rendering of the services hereunder.
Immigration Service Agreement
1. Our work pass applications are performance-based. This means we will not advise Client to proceed unless we believe we have a strong case.
2. We are a holder of an immigration license. This means we are a recognised MOM partner and permitted by MOM to give advice.
3. We ask our customers to make a 100% payment before we commence.
4. The application fee includes:
- Maximum appeals as required
- An Employment Contact preparation
- All government fees.
5. Should Client withdraw the application before the first appeal or after the first thirty (30) days of the engagement, no refund will be issued.
6. Every application we process is via Our online form. Once we have received payment, Client will be directed to this form page to share documents with Us.
7. Please keep handy original education, birth and marital certificates in case they are required to be cited by the MOM officer. Contact the place of education now and ask the administrator to provide a transcript/mark sheets.
8. Applicants can start work only when their pass has been issued and they have received a Notification Letter (NL). The In-Principle Approval (IPA) letter does not allow applicants to start work.
9. Client is only permitted to commence working when the In-Principle Letter of Approval has been issued by MOM.
10. Client declares that:
- He/she has never been refused entry or deported from any country.
- He/she has never been convicted in a court of law in any country.
- He/she has never been prohibited from entering Singapore.
- He/she has entered Singapore using a different passport issued by a different country.
- He/she has never entered Singapore using a different name.
- He/she has never been a citizen or permanent resident of Singapore.
- He/she has read and understood the conditions of Employment Pass in the Employment of Foreign Manpower (Work Passes) Regulations c.91A, available at MOM counters or at www.mom.gov.sg.
- He/she has not suffered from or is not suffering from AIDS or Tuberculosis, and is not infected with HIV.
- The information provided for an application for a work pass and any appeals is, to the best of his/her knowledge, true and correct; and that all documents submitted in support for the application and any appeals are true copies of the originals.
- He/she understands that if they breach any condition above, their work pass will be revoked and they can be prosecuted in Court, or expelled and prohibited from entering Singapore.
- He/she will not misuse controlled drugs or take part in any political or other activities during their stay in Singapore, which would make they an undesirable or prohibited immigrant under the Immigration Act.
- He/she will give their consent for the Comptroller of Income Tax to verify their income stated in their current and renewal applications, based on their assessment record for the current Year of Assessment, for the Controller of Work Passes. In the event their assessment record for the current Year of Assessment is not available or finalized at the point of verification, they understand the Comptroller of Income Tax will verify their income against their assessment record for the two previous Years of Assessment. The Applicant also gives their consent for the Comptroller of Income Tax to thereafter communicate the results of the verification to the Controller of Work Passes.