CW Business Solutions
Handling Compliance Services Like Never Before
Terms of Business
CW Business Solutions Pte. Ltd. - Terms of Business (“TOB”). By engaging our services, you unconditionally acknowledge and agree that these TOB shall exclusively govern our performance of services.
In the event that you do not accept these TOB, you acknowledge and agree that we shall have no obligation to provide any services or proceed with your engagement.
All terms related to refunds, the 15-day money-back guarantee, termination, and associated liabilities are integral, non-negotiable, and binding for all clients engaging CW’s services. These clauses supersede any conflicting terms in other documents unless explicitly revised in writing and mutually agreed upon by the Parties.
1. PARTIES
1.1 CW Business Solutions Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201821556G (“CW”, “we”, “our”, “us”) whose registered address is 1 Tampines North Dr. 1, #06-08 T-Space, Singapore 528559.
1.2 You and/or the company on behalf of which you are authorized to act is/are the party(ies) to whom we shall be performing the Services (“Client”, “you”, “your”, “yours”).
2. OVERVIEW
2.1 We provide a comprehensive range of corporate, tax, and compliance services tailored to meet essential business requirements in Singapore.
2.2 Our services include, but are not limited to, company incorporation, corporate secretarial, book-keeping, accounting, corporate tax, and GST compliance services. Each service is designed to support your business’s statutory and regulatory compliance needs.
2.3 This TOB document outlines the general scope of services offered by us. Specific terms related to each service engagement, including service frequency and other details, are further defined in the corresponding quotation and service agreement.
3. QUOTATION VALIDITY PERIOD
3.1 All quotations issued by CW are valid for fourteen (14) days from the date of issuance unless otherwise specified in the quotation document.
3.2 If a quotation is not accepted by the Client within this validity period, CW reserves the right to withdraw the offer of services.
3.3 Upon acceptance of a quotation within the validity period, the terms, including service scope and fees, become binding in accordance with the TOB and the applicable Service Agreement.
4. CUSTOMER DUE DILIGENCE (CDD) AND SERVICE ENGAGEMENT CONFIRMATION
4.1 In accordance with the Anti-Money Laundering (AML)/Counter Financing of Terrorism (CFT) regulatory framework established by ACRA, we will conduct CDD as part of the onboarding process. This includes identifying and verifying the identity of the Client, its beneficial owners, and any relevant persons associated with the business, in compliance with the AML/CFT guidelines for Corporate Service Providers (CSPs).
4.2 The services engaged under the Service Agreement and these TOB are pending further confirmation, subject to our completion of CDD as mandated by the ACRA under Singapore’s AML/CFT regulations. The CDD will be conducted during the onboarding process within 14 calendar days from the establishment of a business relationship, as stipulated by ACRA guidelines.
4.3 In the event we are unable to complete CDD or if the outcome of the CDD does not meet the requirements under Singapore's AML/CFT regulations, we reserve the right to terminate the Services Agreement with immediate effect. Upon termination, the Client will be notified, and a full refund of any fees paid will be issued within five (5) business days. The termination shall discharge us from any further obligations related to the engagement of services.
4.4 We shall not be held liable for any delays in CDD caused by factors outside its control, including but not limited to delays in obtaining necessary information from the Client or third-party verification sources.
4.5 We shall not be liable for any costs or penalties incurred by the Client due to the termination of services as a result of the failure to complete CDD, including but not limited to late filings, regulatory penalties, or other related costs. As per ACRA guidelines, services may only commence once CDD has been conducted and satisfactorily completed, ensuring compliance with the relevant AML/CFT regulations.
4.6 Once termination due to CDD failure has been effected and the refund has been processed, our responsibilities and obligations related to the services engaged shall be fully discharged. No further claims, actions, or requests for services may be made against us in relation to the Service Agreement and these TOB.
5. QUOTATION VERIFICATION AND VALIDITY
5.1 The quotation provided to the Client is generated based on the information disclosed by the Client during the inquiry session. This includes, but is not limited to, details such as the number of directors/shareholders, their residency status, or the company’s GST registration status, depending on the nature of the services selected by the Client.
5.2 After the Client accepts and signs the quotation, we will conduct a verification of the information provided by the Client. This verification process will occur before any billing is issued to ensure that the inputs match the actual status of the Client's company and its related details.
5.3 If discrepancies are found during the verification process (e.g., inaccurate number of directors/shareholders, incorrect residency information, or GST status), the accepted quotation will be rendered invalid. The Client will receive an auto-generated email notification indicating that the quotation is no longer valid and that they must submit a new inquiry with accurate details to receive a new quotation. The previous quotation will be voided and cannot be used as a reference.
5.4 We will not proceed with billing until all inputs provided by the Client have been verified and deemed accurate. In cases where discrepancies are found and the quotation is invalidated, the Client is required to submit a new inquiry to proceed. The issuance of a new quotation does not constitute a breach of contract, and the previous quotation shall have no further legal effect.
5.5 We shall not be held liable for any delays or inconvenience caused by the invalidation of the quotation due to incorrect or incomplete information provided by the Client. The Client acknowledges that it is their responsibility to provide accurate and truthful information during the inquiry and quotation process.
6. SCOPE OF SERVICES
6.1 Company Incorporation Service:
6.1.1 Filing company registration with ACRA, covering government fees of S$15 for company name reservation and S$300 for registration;
6.1.2 Provision of a copy of the Company’s business profile;
6.1.3 Provision of a copy of the Company’s Constitution (Memorandum & Articles of Association);
6.1.4 Preparation of pre- and post-incorporation documents (e.g., Form 45, Share Certificates);
6.1.5 Filing of the Register of Registrable Controllers (RORC);
6.1.6 The incorporation process generally takes 1-5 days unless further review is required by ACRA.
6.2 Corporate Secretarial Service:
6.2.1 Annual Return Filing, including the government fee of S$60;
6.2.2 Preparation of Annual General Meeting (AGM) documentation;
6.2.3 Maintenance and updating of Company Register and Minute Books as required by law;
6.2.4 Preparation of up to two resolutions (refer to section 6.2.5) per annum; additional resolutions will be charged separately.
6.2.5 List of included Resolutions consists of:
a. Change of Company's Officer (Singaporean/Singapore PR only);
b. Change of Officer's Particulars;
c. Change of Registered Address;
d. Change of Business Activities;
e. Change of Company Name;
f. Bank-Related Resolutions;
g. Distribution of dividends.
6.2.6 If Accounting Service is not engaged, financial statements must be provided for Annual Return filing unless exempted by compliance requirements. This service applies to companies with Singaporean or Singapore PR Directors and Shareholders.
6.3 Book-Keeping Service:
6.3.1 Recording transactions in accordance with applicable accounting standards;
6.3.2 Bank statement reconciliations;
6.3.3 Preparation of journal entries for provisions, accruals, and adjustments;
6.3.4 Preparation of management accounts, including profit and loss statements, balance sheets, trial balances, general ledger listings, and accounting schedules.
6.3.5 If your company has inventory, please be advised that we will not be responsible for updating, maintaining, and monitoring the daily in and out activities of the inventory records. Instead, you are required to provide us with the month-end inventory listing, which will be accounted for in the balance.
6.4 Accounting Service:
6.4.1 Preparation of the director's statement;
6.4.2 Preparation of unaudited financial statements.
6.4.3 If Book-Keeping Service is not engaged, you are required to provide management accounts (e.g., profit and loss statement, balance sheet, etc.) for us to prepare the director's statement and unaudited financial statements.
6.5 Corporate Income Tax Service:
6.5.1 Preparation and filing of Estimated Chargeable Income (ECI);
6.5.2 Preparation of tax computations and filing of Corporate Annual Tax Returns (Form C, Form C-S, or Form C-S Lite) as required by IRAS.
6.6 Goods and Services Tax (GST) Filing Service:
6.6.1 Preparation and filing of Quarterly GST Submissions.
6.6.2 This service covers the preparation of the GST report for filing only and does not include the recording of transactions, which requires engagement of Book-Keeping Service.
6.7 XBRL Filing Service:
6.7.1 Preparation and uploading of the XBRL file.
6.7.2 Financial statements must be provided by the Client if Accounting Service is not engaged.
6.8 GST Registration Service:
6.8.1 Assistance with GST registration application;
6.8.2 A one-time appeal if the initial application is rejected by IRAS.
6.9 Company Strike-Off Service:
6.9.1 Preparation of zeroise accounts;
6.9.2 Preparation and submission of tax clearance to IRAS;
6.9.3 Preparation of strike-off documents;
6.9.4 Submission of the strike-off application to ACRA;
6.9.5 Addressing queries from IRAS/ACRA regarding the application.
6.10 Dormant Company Package:
6.10.1 Corporate Secretarial Service (refer to section 6.2);
6.10.2 Book-Keeping Service for Dormant Management Accounts (refer to section 6.3);
6.10.3 Corporate Income Tax Service, including preparation of tax computation for annual corporate tax returns (Form C-S) and submission of an Income Tax Waiver request if applicable.
6.11 Accounting & Tax Plan:
6.11.1 Book-Keeping Service (refer to section 6.3);
6.11.2 Accounting Service (refer to section 6.4);
6.11.3 Corporate Income Tax Service (refer to section 6.5).
7. SERVICE AGREEMENT AND ENGAGEMENT
7.1 When you inquire about our services and accept the quotation and Service Agreement provided, you formally engage us to perform the services detailed in those documents. This engagement incorporates these TOB as a binding component of the Service Agreement.
7.2 Upon receiving your signed acceptance of the quotation and Service Agreement, we will confirm the engagement through the issuance of a billing invoice. This invoice serves as written confirmation of the engagement, and the Service Agreement will then come into effect as an independent agreement between you and us, governed by these TOB.
7.3 If you do not proceed with signing the Service Agreement or fail to remit payment as per the billing invoice, no Service Agreement will be established, and we shall not be under any obligation to perform any services.
7.4 Each Service Agreement, once accepted, applies solely to the specified services outlined within the signed documents. This includes any schedules, terms, and conditions referenced in the Service Agreement and governed by these TOB.
8. ENGAGEMENT ELIGIBILITY AND REPRESENTATIONS
8.1 By engaging our services and signing the Service Agreement, you confirm and represent to us that you:
8.1.1 are at least 18 years of age;
8.1.2 have thoroughly read, understood, and accepted these TOB;
8.1.3 are duly authorized to engage our services on behalf of yourself or the entity you represent;
8.1.4 intend to enter into a legally binding agreement with us by accepting the Service Agreement; and
8.1.5 are legally capable of entering into binding contracts under applicable laws.
9. SERVICES
9.1 Subject to your compliance with Clause 13, we shall use reasonable efforts to perform the services outlined in each Service Agreement, either digitally or physically, as soon as reasonably possible and in accordance with these TOB.
9.2 You acknowledge and agree that accessing our services related to accounting, bookkeeping, or documentation does not establish us as a provider of accounting, bookkeeping or legal services.
10. THIRD-PARTY SERVICES
10.1 You acknowledge and agree that certain services may be made available or facilitated in connection with Third-Party Services that we do not provide and that are operated independently by external providers.
10.2 Where clause 10.1 applies, you unconditionally acknowledge and agree that:
10.2.1 Different terms and conditions of use and privacy policies may apply to your use of such Third-Party Services. You shall review, agree to, and fully comply with any applicable terms, conditions, or policies of those providers.
10.2.2 You shall enter into and maintain a direct contractual relationship with any relevant Third-Party Service providers, without recourse or liability to us.
10.2.3 We do not endorse or assume liability for Third-Party Services, including those we may help facilitate, and shall not be responsible for the products or services provided by Third-Party Service providers.
10.2.4 If any part of our services incorporates or uses a Third-Party website, platform, or software, such as Xero, you agree to comply with all applicable terms of use for that service. You also agree to promptly fulfill any reasonable request we may make in connection with accessing or using Third-Party Services.
10.3 We may, at our discretion and subject to clause 10.2, facilitate access to Third-Party Services solely for your convenience and without assuming any responsibility for these external providers or the accuracy, reliability, or suitability of their services.
11. YOUR OBLIGATIONS
11.1 To enable us to perform the Services effectively, particularly those that interact with third-party services, you shall promptly provide all relevant information necessary for the Services.
11.2 In particular, you undertake to:
11.2.1 Provide accurate, complete, and non-misleading instructions, information, and documents required for us to perform and/or arrange for the performance of the Services in a proactive, responsive, and timely manner;
11.2.2 Ensure that any information you provide remains accurate and promptly inform us of any changes to avoid misunderstandings or delays;
11.2.3 Where required, register and maintain your own user account with relevant third-party service providers in your own name and be responsible for all access requirements on these accounts;
11.2.4 Grant us any access and/or permissions reasonably required in relation to third-party services to perform the Services effectively, if such permissions are necessary;
11.2.5 Provide us with unrestricted access and permissions for any third-party service accounts you maintain that are necessary for us to carry out our responsibilities under this engagement;
11.2.6 Ensure that we are properly authorized to act and interact on your behalf with third-party service providers, where relevant, to fulfill the scope of Services; and
11.2.7 Immediately notify us of any changes to the information provided, particularly if such changes may impact our ability to provide the Services.
12. WARRANTIES
12.1 You warrant and represent to Us that:
12.1.1 You have the requisite legal authority to engage our services, whether as an individual or on behalf of a company or other recognized form of legal entity;
12.1.2 All information and documentation you provide to us is accurate, complete, and reliable, and we may rely on this information without needing further verification;
12.1.3 You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose, or otherwise use any of our IPR without our express written consent; and
12.1.4 You shall not breach any of the conditions set forth in these TOB.
12.2 You acknowledge and agree that:
12.2.1 The services are provided on an “as is” basis, and we do not warrant or represent that they:
a. are fully accurate, complete, or up-to-date;
b. will always be accessible or available without interruption; or
c. will meet any specific expectations or requirements you may have.
12.2.2 To the fullest extent permitted by law, all conditions, warranties, representations, or other terms (express, implied, or otherwise) that may relate to the performance of the services are excluded.
13. DUTY OF WELFARE POLICY
13.1 We recognize that the welfare of our employees is essential to the success of CW, as we value our team as our most important asset. Without their health and well-being, it is not possible to achieve our company’s mission.
13.2 We are committed to creating and maintaining a safe, respectful, and inclusive working environment that promotes open communication. We encourage transparency and a supportive culture where employees can voice concerns without fear of retaliation. Any form of discrimination, violence, or harassment will not be tolerated.
13.3 These standards apply to all who interact with us, including clients, partners, and suppliers, who are expected to act in alignment with our values.
13.4 We maintain a zero-tolerance policy toward violence or any form of threatening behavior. While we believe our clients and partners deserve respect, we equally insist on a respectful working environment for our employees, free from harm or abuse. Therefore, we expect clients and partners to treat our employees with respect at all times.
13.5 The following behaviors are unacceptable:
13.5.1 Aggressive or abusive conduct, unreasonable demands, or unreasonable levels of contact.
13.5.2 Discriminatory remarks, inflammatory statements, and unsubstantiated allegations, which we consider abusive. This includes harassment based on race, gender, religion, disability, sexual orientation, or age.
13.5.3 Aggressive or abusive language, whether verbal or written, that causes our employees to feel threatened or disrespected, including threats, personal verbal abuse, derogatory remarks, or rudeness.
13.6 We understand that frustrations can arise when matters of importance to clients are not addressed as expected. However, if frustration escalates into aggression or abuse towards our employees, we may:
13.6.1 Advise the client or partner that we consider their behavior offensive, unnecessary, and unhelpful, and request they cease such behavior.
13.6.2 Terminate telephone calls or meetings if such conduct persists.
13.6.3 Cease all direct communication with the client or partner.
13.7 Before taking any action, we will provide the client or partner an opportunity to correct their behavior. If it continues, we will proceed as outlined above.
14. PRICES, PAYMENT AND REFUNDS
14.1 All fees for the services provided under each Service Agreement are specified in the corresponding Quotation and Service Agreement. The prices are quoted in Singapore dollars and are billed in advance, with payment terms as outlined in the Service Agreement.
14.2 By signing the Service Agreement, you authorize us to issue invoices and collect payments for all accepted services.
14.3 If your company's revenue or reporting needs exceed the thresholds specified in your engaged Accounting & Tax Plan, an adjustment to the plan may be necessary. We may issue an additional invoice (referred to as a “calibration invoice”) to cover the difference between your current plan and the required plan based on updated needs.
14.4 Invoices are due within the stated payment terms. Failure to make timely payments may result in suspension or termination of services. Overdue payments are subject to a late payment interest of 12% per annum, applied from the due date until full payment is received.
14.5 If a Service Agreement is terminated according to the Service Agreement or TOB, any eligible refunds will be processed as per the specific terms outlined. Refunds will only apply to incomplete services and will be issued within ten (10) business days after confirmation of eligibility.
14.6 If full payment is not received on time, we reserve the right to:
a. Suspend or terminate the applicable Service Agreement.
b. Restrict or limit your access to any related third-party services we manage on your behalf.
14.7 You are responsible for any bank charges associated with your payment. If we incur fees due to insufficient or incomplete payments, we may issue an additional invoice for the outstanding charges.
15. 15-DAY MONEY-BACK GUARANTEE
15.1 We offer a 15-day money-back guarantee on services purchased by the Client. If the Client is dissatisfied with the services provided, they may request a full refund within 15 days from the date of purchase. The refund will apply only to partially completed or incomplete service items. No termination fee will be applied for eligible refunds, and the refund will be processed within five (5) business days following confirmation of eligibility.
15.2 To qualify for the money-back guarantee, the Client must submit their refund request via WhatsApp or email to our support team within 15 days of the purchase date. Upon receiving the request, we will make reasonable efforts to review the progress of the services within 24 hours (excluding weekends and public holidays). If the service is not fully completed by the time of review, the Client will be eligible for a refund. For example:
a. If the Client submits a refund request on a Friday at 12:00PM, and the service is completed before the following Monday at 12:00PM, the completed service will not be eligible for a refund. However, any other incomplete or partially completed service items will remain eligible for a refund.
15.3 The following items are excluded from the 15-day money-back guarantee:
15.3.1 Any government fees or third-party processing fees that have been paid are non-refundable.
15.3.2 Services directly provided by our partner firms are not covered under the 15-day money-back guarantee.
15.4 To prevent fraudulent or malicious refund requests, we reserve the right to require the Client to participate in a video conference for verification purposes. This verification will ensure the legitimacy of the refund request and provide an opportunity for the Client to express their concerns. The video conference must be completed before the refund is processed.
15.5 Once the Client’s refund request is verified and deemed eligible, we will process the refund within five (5) business days. The refund will be issued using the original method of payment, unless otherwise agreed upon by both parties.
15.6 The 15-day money-back guarantee applies only to services that are either partially completed or not completed as of the end of the 24-hour review period following the refund request. The following conditions apply:
15.6.1 Service items that are considered fully completed (e.g., issuance of a UEN for company incorporation) or have reached significant milestones (i.e., key deliverables or identifiable stages that represent substantial progress toward completion) by the end of the 24-hour review period are not eligible for a refund under the 15-day money-back guarantee.
15.6.2 If the Client changes their mind and no valid reason is provided for dissatisfaction, no refund will be issued under the money-back guarantee. The guarantee is only applicable if there is a genuine issue with the service delivery.
15.7 The 15-day money-back guarantee does not apply to delays or issues caused by factors outside our control, such as delays due to client inaction or governmental processing.
15.8 Once a refund has been processed and issued under the 15-day money-back guarantee, our responsibilities and obligations related to the refunded services shall be fully discharged. The Client agrees that no further claims, actions, or requests for services related to those refunded items shall be made against us.
15.9 We reserve the right to deny a refund request under the 15-day money-back guarantee if there is evidence of abuse, fraud, or bad faith on the part of the Client.
15.10 Once a refund is issued under the 15-day money-back guarantee, the relevant service items under the applicable Service Agreement shall be considered terminated. If no further services remain to be performed under that Service Agreement, the entire Agreement shall be deemed terminated, and our obligations shall be fully discharged. If other services remain, the Service Agreement will remain valid with respect to those services.
15.11 If the Client requests a refund after the 15-day money-back guarantee period has lapsed, the request will be subject to the standard termination and refund policy outlined in Clause 18.
16. LIABILITY
16.1 These TOB outline the full scope of our obligations and liabilities to you regarding the services.
16.2 You acknowledge and agree that we (including its officers, directors, employees, representatives, and affiliated providers) shall not be liable for any losses or liabilities arising from:
16.2.1 Your use of or reliance on the services provided through our platforms or your inability to access or use them;
16.2.2 Any delays, errors, or issues related to third-party services (e.g., Government portals like IRAS or ACRA), which are outside of our control, including interruptions or connectivity issues;
16.2.3 Inaccuracies or errors in the information or documentation supplied by you;
16.2.4 Inaccuracies or incomplete information generated by automated systems managed by us. While we strive to ensure the accuracy and reliability of automated processes, the Client acknowledges that such systems may occasionally produce errors. The Client is encouraged to review service outputs and report any discrepancies;
16.2.5 Our failure to deliver the services due to your breach of obligations outlined in Clause 10.2 or other clauses that impact the provision of the services, including cooperation and access to third-party services;
16.2.6 Arrangements or agreements made directly between you and any third-party service providers, even when such providers are utilized in conjunction with our services;
16.2.7 Any transactions or relationships established by you with third-party providers through use of the services.
16.3 Subject to these TOB and to the extent permitted by law, our maximum aggregate total liability to you arising from or in relation to these TOB shall be limited to the lower of SGD300 or the Contract Value of the relevant Service Agreement.
16.4 To the extent permitted by law, neither party shall be liable for any special, indirect, or consequential losses, including loss of profits, opportunity, or data.
16.5 Nothing in these TOB shall limit or exclude:
16.5.1 Liability for death or personal injury caused by negligence or for fraud;
16.5.2 Any other liability that cannot be excluded under applicable law.
16.6 If we are determined to be liable to you under these TOB, such liability shall be limited solely to you and not extended to your subsidiaries, affiliates, or third parties involved in your business dealings.
16.7 We will not act on your behalf for any transactions or configuration changes on external platforms such as Government portals or third-party service accounts, except for access needed to fulfill agreed services. Consequently, we are not liable for any actions you take online or liabilities incurred as a result of your use of external accounts.
16.8 In the event of a breach of the Service Agreement by us, your sole and exclusive remedies shall be limited to, at our discretion, re-performance of the affected services, a refund of the fees paid for the affected services, or a credit toward future services.
17. INDEMNITY
17.1 You acknowledge and agree to fully indemnify, defend, and hold us harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with:
17.1.1 Your use or misuse of the services;
17.1.2 Your breach of the Service Agreement or these TOB;
17.1.3 Any third-party claims arising out of or relating to your business operations or use of the services;
17.1.4 Our provision of services involving any third-party services, including but not limited to any errors or delays associated with such services; and
17.1.5 Our reliance on or use of any information, data, or documents that you provide to us, including through our Online Tools, that may affect or impair the delivery of services.
17.2 For the purposes of Clause 17.1, we shall be deemed to include our affiliates, employees, agents, directors, shareholders, officers, and representatives.
18. TERMINATION AND REFUNDS
18.1 We may terminate the Service Agreement unilaterally if payments for the services are not made within seven (7) days of the due date or upon demand. We shall not be liable for any consequences or liabilities you may incur as a result of such termination.
18.2 We may terminate the Service Agreement at any time, for any reason, by providing at least thirty (30) days' written notice to you, without liability for any loss, damages, or other costs incurred by you as a result of such termination. This termination may include suspending or canceling your access to any online tools provided as part of the services. If we terminate under this clause, we will refund you in full for any incomplete or undelivered service items without applying any termination fee. The refund will be processed within ten (10) business days after the effective date of termination.
18.3 You may terminate the Service Agreement if we are in breach of any material term, provided you give us written notice specifying the breach and we fail to remedy it within the thirty (30) day notice period. In such an event, you shall not be liable for any termination fee and are entitled to a refund of any unused portion of the Contract Value without deductions.
18.4 If you are on a subscription or plan basis, you may terminate the Service Agreement under the following conditions:
18.4.1 In the event of a material breach by us, subject to written notice and our failure to remedy the breach within the thirty (30) day notice period.
18.4.2 At the end of the minimum contracting term specified for the relevant services, provided all outstanding fees have been paid in full.
18.4.3 At any time, for any reason, by providing at least thirty (30) days' written notice to us. In this event, you shall pay a termination fee equivalent to ten percent (10%) of the Contract Value as an administrative fee. You may request a refund of any unused portion of the Contract Value after deducting the termination fee. Refund requests will be assessed on a case-by-case basis and are subject to our approval.
18.5 Either party may terminate the Service Agreement upon providing at least thirty (30) days' written notice if the other party is in breach of any material term. The notice must specify the breach and provide an opportunity to remedy it within the thirty (30) day notice period. If the breach is not remedied within this period, the Service Agreement may be terminated.
18.6 If you are in breach and fail to remedy the breach within the notice period, we may terminate the Service Agreement and retain any payments made.
18.7 Upon termination of the Service Agreement:
(a) Fees paid in advance for services not yet performed will be refunded, except for any fees explicitly deemed non-refundable.
(b) All rights and obligations outlined in the Service Agreement will cease immediately, except as provided in clauses intended to survive termination.
(c) Each party agrees to return or securely destroy all Confidential Information belonging to the other party, providing proof of destruction if requested.
(d) Any outstanding payments owed must be settled immediately upon termination.
(e) Both parties shall cease any further obligations under the Service Agreement specifically as outlined in the termination notice, and take reasonable steps to mitigate any further liabilities arising from the termination.
(f) If other services remain to be performed under the Service Agreement, the Agreement will remain valid with respect to those services.
18.8 This Clause 18 does not apply to delays or issues caused by factors outside our control, such as delays due to your inaction or governmental processing.
18.9 Once a refund has been processed and issued under this Clause 18, our responsibilities and obligations related to the refunded services shall be fully discharged. You agree that no further claims, actions, or requests for services related to those refunded items shall be made against us.
18.10 The provisions intended to survive termination or expiration are set out in Clause 21.
19. INTELLECTUAL PROPERTY
19.1 All Intellectual Property Rights (“IPR”) owned by a Party prior to the date of the Service Agreement, and made available to the other Party in connection with the Service Agreement, shall remain the absolute property of the granting Party.
19.2 You acknowledge and agree that you shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose, or otherwise use our IPR provided under these TOB, except as explicitly allowed within the scope of the services. All rights to our IPR are fully reserved.
19.3 You are granted a limited, revocable license to use our IPR only to the extent required to receive the services and solely for your legitimate business purposes. Any use of our IPR beyond this scope is prohibited.
19.4 You agree to obtain any necessary licenses and/or permissions required for us to provide the services, including any licenses required in connection with Third Party Services that you may engage through us.
19.5 You further acknowledge and agree that:
19.5.1 Any unauthorized use or reproduction of our IPR by you or any third party authorized, permitted, or enabled by you constitutes a serious infringement that could materially impact our business operations;
19.5.2 You shall not (and shall not allow any third party to) use our IPR, or any part thereof, to develop, offer, or engage in similar or competing services; and
19.5.3 Should our IPR be infringed or copied in violation of these TOB, you agree to bear any losses or damages incurred by us as a result of such unauthorized use.
19.6 All IPR arising from or related to the services provided under the Services Agreement, including any created, developed, or generated by us in the course of providing services, shall remain the exclusive property of CW, unless otherwise agreed upon in writing by both Parties.
20. CONFIDENTIALITY
20.1 This Clause is mutual and applies to all Confidential Information provided by each Party to the other in connection with the Service Agreement. Both CW and you shall observe the following obligations with respect to Confidential Information:
20.1.1 All Confidential Information shall be treated as strictly confidential and shall not be disclosed to any unauthorized person or entity.
20.1.2 Disclosure of Confidential Information to third parties is prohibited unless prior written consent is obtained from the disclosing Party, except when disclosure is required by law, to legal counsel, or if mandated by a court or regulatory authority.
20.1.3 Both Parties shall take all reasonable commercial efforts to secure and protect the confidentiality of the Confidential Information, applying at least the same level of care as they use to protect their own confidential information.
20.1.4 In the event that Confidential Information is compromised or inadvertently disclosed, the Party responsible shall promptly notify the other Party and take reasonable measures to mitigate any potential harm.
20.1.5 Upon termination of the Service Agreement or the end of the business relationship, each Party shall, subject to any legal obligations to retain information, promptly return or securely destroy all Confidential Information of the other Party, providing confirmation of destruction if requested.
20.2 We may disclose Confidential Information to subcontractors or third parties engaged to assist in performing services under the Service Agreement, provided that such subcontractors or third parties are bound by confidentiality obligations substantially similar to those outlined in this Clause 20.
20.3 For more information on how we collect, use, and protect personal data, please refer to our Privacy and Data Protection Policy available on our website at www.sgcwbusinesssolutions.com/privacy.
21. SURVIVAL OF TERMS
21.1 The following provisions shall survive the termination, expiration, or completion of services under these TOB, regardless of the reason for termination, including any money-back guarantees, refunds upon termination, or the full delivery of services:
21.1.1 Confidentiality (Clause 20): The obligations of confidentiality shall remain in full effect indefinitely.
21.1.2 Liability (Clause 16): The limitations and terms under the Liability clause shall survive for a period of two (2) years following the termination, expiration, or completion of services.
21.1.3 Indemnification (Clause 17): The Client’s obligations to indemnify us, as set out in these TOB, shall survive for two (2) years following the termination, expiration, or completion of services.
21.1.4 Dispute Resolution (if applicable): Any dispute resolution provisions in these TOB shall remain in effect until all disputes arising under or related to these TOB are resolved.
21.1.5 Intellectual Property Rights (Clause 19): All intellectual property rights owned by or vested in us shall survive and remain in effect indefinitely, unless otherwise specified in writing.
21.1.6 Payment Obligations: Any outstanding payment obligations for services provided prior to termination, expiration, or completion of services shall remain enforceable until fully satisfied.
21.1.7 Other Protective Provisions: Any additional provisions reasonably intended to protect our interests or enforce our rights, as identified in these TOB or by their nature, shall survive the termination, expiration, or completion of services.
22. GENERAL PROVISIONS
22.1 You unconditionally and irrevocably acknowledge and agree that we may assign or novate these TOB to any affiliated entity or successor at its discretion. Notice of such assignment or novation shall be provided to you in writing.
22.2 Both parties shall comply with all applicable laws, including data protection and privacy legislation.
22.3 We reserve the right to amend these TOB at any time. Any amendments will be notified via our Online Tools, and your continued use of the services will signify acceptance of these amendments. It is your responsibility to periodically review the TOB for updates.
22.4 Each party agrees that damages alone may not provide adequate compensation in the event of breaches of Clauses 19 and/or 20. The impacted party reserves the right to seek injunctive or equitable relief if necessary.
22.5 We may, at our sole discretion, modify, suspend, or terminate operation of the Online Tools or the services, either partially or in full, at any time.
22.6 Neither party shall be liable to the other for any delay or non-performance due to a Force Majeure Event.
22.7 These TOB, together with any applicable Service Agreement, Quotation, and referenced documents, represent the entire agreement and understanding between the parties concerning the services, superseding all prior agreements, representations, or understandings, whether oral or written.
22.8 You may not assign, transfer, or delegate any rights or obligations under these TOB without our prior written consent.
22.9 Our rights under these TOB may be freely assigned, transferred, or dealt with by us.
22.10 No failure or delay by either party in exercising any right or remedy under these TOB or the Service Agreement shall constitute a waiver of that right or remedy, nor shall any partial exercise preclude any further exercise of that right or remedy. Any waiver must be expressly provided in writing to be effective.
22.11 If any provision of these TOB or the Service Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified only to the minimum extent necessary to make it valid and enforceable. The validity, legality, and enforceability of the remaining provisions of these TOB and the Service Agreement shall remain unaffected.
22.12 Both Parties are independent contractors, and nothing in these TOB or any Service Agreement shall be construed as creating an employer-employee, partnership, agency, or joint venture relationship between the Parties.
22.13 These TOB do not create any rights enforceable by third parties.
22.14 We reserve the right to subcontract any or all of its obligations under these TOB or any Service Agreement to third parties at its sole discretion. We shall remain responsible for the performance of any such subcontractors.
22.15 During the term of any Service Agreement and for a period of two (2) years following its termination, you agree not to directly or indirectly solicit, engage, or hire any employee or subcontractor of CW without our express written consent.
22.16 These TOB may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.
22.17 All notices under these TOB must be in writing and sent by email to the designated addresses provided by each party. Notices to us should be directed to info@sgcwbusinesssolutions.com.
22.18 We may communicate with you via unencrypted email. We will not be liable for any unauthorized interception or alteration of email communications.
22.19 We will not be responsible for any impact of emails, attachments, or viruses on your systems.
22.20 These TOB shall be governed by and construed in accordance with the laws of Singapore.
22.21 Any disputes arising out of or relating to these TOB shall be subject to the exclusive jurisdiction of the Singapore courts.
23. PERSONAL DATA
23.1 We may collect, use, and disclose your personal data for any or all of the following purposes:
23.1.1 Performing our obligations in connection with the provision of services requested by you;
23.1.2 Verifying your identity and ensuring compliance with our regulatory obligations;
23.1.3 Responding to, handling, and processing any inquiries, requests, or feedback from you;
23.1.4 Managing our relationship with you, including client servicing and communications;
23.1.5 Processing payment or credit transactions related to the services engaged;
23.1.6 Notifying you of updates, changes, or additional services, and providing you with relevant information as necessary for service fulfillment;
23.1.7 Complying with applicable laws, regulations, codes of practice, or to assist in law enforcement and investigations by any governmental and/or regulatory authority;
23.1.8 Transmitting your data to our third-party service providers, partners, agents, or relevant regulatory authorities, in Singapore or abroad, as needed to deliver our services or fulfill legal obligations;
23.1.9 Any other incidental business purposes related to or in connection with the above.
23.2 The purposes set out above may continue to apply even after your relationship with us has been terminated or altered, for a reasonable period necessary to enable us to enforce any contractual or legal rights and fulfill regulatory or statutory obligations.
24. DEFINITIONS
24.1 “Confidential Information” means the Service Agreement and all information of any nature that one party provides to the other (whether before or after the date of the Service Agreement), conveyed in any form (written, verbal, digital, or otherwise), which is marked or identified as confidential, or that a reasonable person would understand to be confidential.
24.2 “Service Agreement” refers to the signed agreement, incorporating these TOB, under which we agree to provide the specific Services described in the associated quotation or schedule.
24.3 “Force Majeure Event” means any unforeseeable event or circumstance beyond the reasonable control of a party, which prevents or delays that party from fulfilling its obligations under these TOB (e.g., natural disasters, civil unrest, or government actions).
24.4 “Intellectual Property Rights” or “IPR” includes, without limitation, all patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade names, service marks, trademarks, domain names, trade secrets, and know-how, whether registered or unregistered, and all applications and renewals thereof, as well as other intellectual property rights worldwide.
24.5 “Personal Data” refers to data that relates to an identifiable individual and that is protected under applicable data protection laws, including, but not limited to, any information that can be used to identify you directly or indirectly.
24.6 “Online Tools” means our website, www.sgcwbusinesssolutions.com, and any related online platforms used to provide services or communicate with clients, including automated chat services on third-party platforms.
24.7 “Quotation” means the pricing and service document provided by us to you, detailing the scope, terms, and costs of the Services, and forms a part of the Service Agreement upon your acceptance.
24.8 “Services” means the services set out in any Service Agreement.
24.9 “Third Party” refers to any natural person or legal entity that is not directly associated with or acting on behalf of CW or the client.
24.10 “Third Party Services” refers to any external services or systems provided by independent entities that you engage in connection with, or that interact with, our Services (e.g., Government portals like IRAS or software platforms like Xero).
24.11 “Contract Value” refers to the total fees or charges agreed upon for the provision of the Services under the applicable Service Agreement or Quotation, inclusive of any add-ons, modifications, or applicable taxes, as specified in the Service Agreement or associated documentation.
24.12 “Our Site” means the website at www.sgcwbusinesssolutions.com.
24.13 In this TOB, “CW”, “we”, “our”, or “us” refers to CW Business Solutions Pte. Ltd., including, where applicable, our affiliates, employees, or authorized agents involved in the provision of Services.