1.1 This Agreement sets out the terms and conditions applicable to the Services (as defined below). Please read them carefully.
1.2 Aspire (as defined below) is a private limited company incorporated under Singapore law. The parties to this Agreement are Aspire (as defined below) and you, the Customer (“Customer”, “you” or “your”).
1.3 Aspire offers access to the Services via the Platform (as defined below) that are performed by Osome (as defined below), a third-party service provider.
1.4 By using the Services, you are deemed to have read and accepted this Agreement and the Osome Terms of Business (https://osome.com/sg/terms-of-business/) (“Osome Terms”).
2.1 In this Agreement:
2.2 “Aspire” means Aspire FT Pte. Ltd, its successors and assigns;
2.3 “Aspire Group” means Aspire and its related corporations, including any of Aspire’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situated);
2.4 “Confidential Information” means all information relating to Aspire, Osome and/or their affiliates, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content, howsoever conveyed and stored (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly);
2.5 “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;
2.6 “Marketplace” means any online platform which you may use to sell or purchase goods or services;
2.7 “Osome” means Corpagent Online Pte. Ltd., its successors and assigns;
2.8 “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller;
2.9 “Platform” means Aspire’s website and/or mobile application;
2.10 “Order Request” means any Service you request Osome to perform via the Platform;
2.11 “Services” means a range of business administration services, including online company incorporation, accounting, bookkeeping and taxation, corporate secretarial services, employment pass services, nominee director services, and registered address services, provided by Osome; and
2.12 “Service Contract” means any Order Request that Osome accepts pursuant to Clause 3.3.
2.13 Words importing the singular include the plural and vice versa.
2.14 Words referring to the masculine also refer to the feminine and neutral genders.
2.15 Reference to a person includes references to a company, association or institution.
2.16 Reference to a Clause is to a clause of this Agreement.
2.17 Reference to “law” includes any statute, common law, principles of equity, order, regulation, rule, official directive, request, guideline, sanction, embargo or restrictive measure (whether or not having the force of law) of any Authority, any agreement with the Authority, and any interpretation, application, replacement, amendment or enforcement of such law.
2.18 Unless a contrary indication appears, a reference to a party or a person will be construed as including its subsequent successors in title, permitted transferees and assigns, in each case in accordance with their respective interests. This Agreement is binding on and enforceable against your heirs, personal representatives, administrators, executors and successors in title.
2.19 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.20 The headings to the Clauses are for reference only and are not intended to be taken into consideration in the interpretation of this Agreement.
3.1 When you place an Order Request via the Platform, you will receive a message via the Platform or an email from us acknowledging that we have received and are reviewing your Order Request.
3.2 Your Order Request constitutes an offer to Osome to buy the Services and is subject to acceptance by Osome in its sole and absolute discretion. Osome’s acceptance of your offer will be confirmed to you via the Platform or an email from us.
3.3 Each Order Request, once accepted by Osome, becomes a Service Contract and shall immediately constitute a separate and independent binding contract between you and Osome incorporating the Osome Terms.
4.1 Aspire provides the Platform to enable you to procure the Services from Osome. Aspire may at its discretion decline to facilitate your procurement of the Services without assigning any reason.
4.2 The Services are provided to you by Osome and subject to the Osome Terms.
4.3 Aspire is not a provider of the Services, and does not provide any form of corporate secretarial, incorporation, accounting, bookkeeping, taxation, nominee director, registered address, employment pass, tax or legal services. Aspire does not act as an agent for Osome or any other third-party service provider in relation to the Services.
5.1 You acknowledge and agree that certain Services may be made available through or accessed in connection with and/or may involve facilitating your access to third-party services which we do not provide and whose providers we do not control.
5.2 Where Clause 5.1 applies, you unconditionally acknowledge and agree that:
5.2.1 different terms and conditions of use and/or privacy policies may apply to your use of such third-party services and you shall agree to and fully comply with such terms and conditions and/or policies;
5.2.2 you shall enter into and maintain a direct contractual relationship with the providers of any relevant third-party services without any recourse and/or liability to Aspire whatsoever;
5.2.3 Aspire does not endorse such third-party services, including any that Aspire or Osome may assist you in procuring, and Aspire shall not be responsible in any event or circumstances be liable for any products or services of such third-party service providers;
5.2.5 you shall promptly fulfil any reasonable request that Aspire or Osome makes to you in connection with the fulfilment of the third-party services.
5.3 Osome may, in its sole discretion, assist with the facilitation of your access to third-party services. Any such facilitation may be subject to such additional terms and conditions as Osome may prescribe.
6.1 To enable Osome to perform the Services, you shall promptly provide us with all relevant information which may have any bearing on the Services being procured.
6.2 In particular, you undertake:
6.2.1 to provide all instructions, information and documents required for Osome to perform and/or procure the performance of the Services in a pro-active, responsive and/or timely manner;
6.2.2 to ensure that all information which you provide is accurate, complete and shall not be misleading, and to notify us immediately if any information provided is inaccurate, incomplete or misleading;
6.2.3 that where required, you will register and maintain a user account in your own name with the relevant third-party service provider;
6.2.4 that if required, you shall provide Aspire and/or Osome such access and/or permissions in relation to the third-party services as may reasonably be required to perform the Services;
6.2.5 if required, that you shall provide Aspire and/or Osome unrestricted access to and unconditional permission to use any user account that you maintain with third-party service providers at all times so that Osome can perform the Services;
6.2.6 where relevant, that you shall ensure that Osome is properly authorised to act and/or interact on your behalf in relation to the third-party as may be reasonably required to perform the Services; and
6.2.7 Aspire shall be notified immediately where there are any changes to the information provided.
7.1 You warrant and represent to Aspire that:
7.1.1 where you are procuring Services on behalf of a company or other recognised form of legal entity, you have the requisite legal authority to do so;
7.1.2 all information supplied is true and accurate and we may rely on the same without the need for further verification;
7.1.3 where you provide Personal Information to us, you have obtained the consent of the person to whom the Personal Information relates and informed him/her of the purpose for sharing such Personal Information with us;
7.1.4 you shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use our IPR; and
7.1.5 you shall not breach any of the conditions of this Agreement and the Osome Terms.
7.2 You acknowledge and agree that:
7.2.1 the Services are provided on an ‘as is’ basis and Aspire does not warrant or represent that the Services:
a) are accurate, complete or up to date;
b) will always be available via the Platform; or
c) will meet your expectations or intended use case; and
7.2.2 all conditions, warranties, representations or other terms (express, implied or otherwise) which may be applicable to the performance of the Services are excluded to the maximum extent permitted by law.
8.1 Payment for the Services shall be made by you to Osome directly under such terms and conditions as the Osome Terms specify.
8.2 The fees for all the Services are exclusive of expenses and other costs that may be incurred in connection with the performance of the service. Osome may require payment from you in advance for out-of-pocket expenses such as, but not limited to, overseas/local mail forwarding and administrative charges. Additional courier disbursement fees shall be borne by you dependent on the location, type of delivery, size of delivery etc.
9.1 This Agreement sets out the full extent of Aspire’s obligations and liabilities to you in respect of the Services.
9.2 You acknowledge and agree that Aspire (together with its officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable to you for any losses and/or liabilities whatsoever arising out of or in connection with:
9.2.1 your use of or reliance on the Services made available via the Platform or your inability to use the Platform and/or the Services (as the case may be) for any reason;
9.2.2 any non-fulfilment or non-performance of the Services, in part or in full, due to Osome or third-party service providers and/or abnormal and unforeseen circumstances beyond Aspire’s control;
9.2.3 any inaccuracy or other defect in any document or information you supply;
9.2.4 any failure to provide the Services arising out of or in connection with your non-compliance with Clause 6.2 or which otherwise relates to third-party services;
9.2.5 any arrangements you make in connection with a third-party service provider that you wish to use in connection with the Services, including Osome; and/or
9.2.6 any transaction or relationship between you and any third-party service provider in connection with your use or attempted use of the Services.
9.3 Osome’s liability to you arising from or in relation to the Services shall be governed by the Osome Terms.
9.4 Aspire shall not, except to the extent required by law, be liable to you for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses in any event.
9.5 Nothing in this Agreement shall limit or exclude:
9.5.1 a party’s liability in respect of death; or personal injury caused by negligence or for fraud or fraudulent misrepresentation;
9.5.2 any other liability that cannot be excluded by law; or
9.5.3 your statutory rights.
9.6 The limitations and disclaimer in this Clause 9 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
9.7 If Aspire is found to be liable to you under this Agreement, Aspire’s liability will be to only you and not your subsidiaries, affiliates or any third parties you deal with.
9.8 If you give Osome or any other party has access to your Marketplace account (Ebay, Amazon, Shopify and others) in connection with the Services, Aspire will not be responsible to you or any party for any losses, damages, costs or expenses you may incur or suffer arising in connection therewith. You assume all risks associated with such Marketplace account access provided to such parties, and acknowledge that Aspire will not be associated with you or any of your online e-commerce activities.
10.1 The IPR in the Platform and all Services are owned by Aspire, its licensors, and/or Osome. Nothing in this Agreement shall be interpreted or deemed to transfer to the Customer any such property rights.
10.2 The provisions of this Clause shall survive the termination or expiry of this Agreement.
11.1 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the Services.
11.2 This obligation to maintain confidentiality does not extend to information generally available to the public, already in possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.
11.3 The provisions of this Clause shall survive the termination or expiry of this Agreement.
12.2 You agree that all Personal Information provided by you in relation to this Agreement and the Services may be disclosed to Osome and its agents, intermediaries and authorised service providers, who may collect, use and disclose your Personal Information to any person that Osome deems appropriate or necessary for the purposes of: (i) processing your Order Request and providing the Services; (ii) offering, marketing or promoting any promotion or offer relating to the Services; (iii) administering any benefit, privilege and term applicable to the Services.
12.3 You acknowledge and agree that Aspire and Osome may each be collecting, using and disclosing your Personal Information and each party shall only be responsible for its own collection, use or disclosure of your Personal Information and shall not be liable for the other party's handling or use thereof. You agree to directly address any queries, access or correction requests, or complaints in relation to the handling of your Personal Information to the relevant party.
13.1 Aspire shall be entitled (but not obliged), at its sole discretion, to rely and act on any communication, requests or instructions which Aspire in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone or by facsimile or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Aspire pursuant thereto shall bind you.
13.2 Aspire shall not be liable for any loss incurred in connection with it acting on or acceding to (or its refusal to act on) any instruction, communication or request from (or purportedly from) you, and you will indemnify Aspire (as the case may be) against any and all losses, claims and costs incurred by Aspire (as the case may be) arising out of or in connection with any request, communication or instruction from (or purportedly from) you, including any instruction, communication or request from you relating to your Order Request and the Services that you wish to procure from Osome.
13.3 Aspire shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.
13.4 Aspire may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under this Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside Singapore and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Aspire or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in this Agreement shall affect Aspire’s right to serve legal process in any other manner permitted by law.
14.1 You acknowledge and agree that you shall fully indemnify Aspire from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
14.1.1 your use of the Services;
14.1.2 Osome’s provision of the Services in connection with any third-party services; and
14.1.3 Aspire and Osome’s use of any and all information that you submit to via the Platform, including any Personal Information you send to Aspire;
14.1.4 any infringement by you of any of Aspire’s IPR; and
14.1.5 any and all losses, claims and costs incurred by Aspire arising out of or in connection with any request, communication or instruction from (or purportedly from) you.
15.1 If any one or more of the provisions of this Agreement or any part thereof is declared to be illegal, invalid or unenforceable under any applicable law, it will not affect the legality, validity or enforceability of the remainder of this Agreement in such jurisdiction or the legality, validity or enforceability of this Agreement in any other jurisdiction.
15.2 The remedies under this Agreement are cumulative and are not exclusive of the remedies provided by law.
15.3 No forbearance or failure or delay by Aspire in exercising any right, power or remedy is to be deemed to be a waiver or partial waiver thereof on the part of Aspire; and no waiver by Aspire of any breach of this Agreement on your part is to be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement.
16.1 You may not assign, transfer or otherwise dispose of any of its rights, benefits or obligations under this Agreement.
16.2 Aspire may assign or transfer to any third party (including, without limitation, to any other corporation within the Aspire Group) any of its rights, benefits and/or obligations under this Agreement without your consent or the need to provide you with any prior notice of such assignment or transfer, and you consent to any such assignment or transfer.
17.1 Aspire may vary the terms of this Agreement in such manner as Aspire may select and such changes may be notified to you by Aspire either in writing or by publication thereof on Aspire’s website or by any other means or manner as Aspire may select. Such changes will be binding and take effect from the date specified in such notice.
17.2 If you do not accept any such changes, you should notify Aspire immediately.
17.3 If you retain or use or request the Services after Aspire has given notice of any changes in this Agreement, you are deemed to have accepted and agreed to such changes without reservation.
18.1 A person who or which is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of this Agreement.
19.1 This Agreement is governed by and construed in accordance with Singapore law.
19.2 You hereby submit irrevocably to the exclusive jurisdiction of the Courts of Singapore with respect to any claim or dispute concerning or arising from this Agreement or any transactions. The Customer hereby waives any immunity or objection which it may now or hereter have to the courts of Singapore being the forum to hear, determine and settle any dispute and agree not to claim that any such court is an inconvenient or inappropriate forum. Nothing contained in this Clause 26 (Governing Law and Jurisdiction) shall limit the right of Aspire to take proceedings in any other court of competent jurisdiction or in any other jurisdiction.