Terms and Conditions

1.1 Introduction

These General Terms of Service (“Agreement”) are entered into between Koobiz Pte. Ltd (“we”, “us” or “our”) and you, the customer (“you” or “your”), effective from the moment you first access or use this website (“Website”), or when you provide your electronic acceptance.

This Agreement establishes the fundamental terms and conditions governing your use of the Website, as well as any products or services purchased or accessed through the Website (collectively, the “Services”). This Agreement is supplemental to, and does not replace, any specific terms that may apply to individual services.

1.2 Customer Acceptance

By browsing, accessing, or using the Website to explore or purchase Services, you confirm that you have read, understood, and agreed to comply with this Agreement, together with all related policies and specific service agreements referenced herein.

For the purposes of this Agreement, the terms are defined as follows:

• “We”, “our”: refers to Koobiz Pte. Ltd, a company duly incorporated and existing under the laws of Singapore, with its registered office at 7500A Beach Road, The Plaza #02-348, Singapore 199591 (“Koobiz”).
• “You”, “your”: refers to the User, which includes: Any business that has been, or will be, incorporated through Koobiz’s platform/solutions, or has registered to use one or more of the Services provided by Koobiz (as defined herein); or Any individual associated with your business, including shareholders, directors, executives, employees, or any authorized person acting on behalf of the business in using Koobiz’s platform or Services.

1.3 Right to Amend and Update

We reserve the right, at our sole discretion, to amend, modify, or update this Agreement, as well as any related policies or service agreements, at any time.

Such changes shall take effect immediately upon being published on the Website.

Your continued use of the Website or Services constitutes your acceptance of the latest version of this Agreement. If you do not agree with these changes, you must discontinue use of the Website and Services.

In addition, we may send notifications via email regarding significant updates. You are therefore responsible for ensuring that your account information is accurate and up to date. Koobiz shall not be held liable if you fail to receive such notifications due to an invalid or outdated email address.

General Business Services

• Company incorporation.
• Provision of a registered office address and mailroom services.
• Maintenance of statutory registers on the Platform.
• Filing and submission of statutory documents with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”).
• Provision of a Nominee Director, as required under Section 145 of the Singapore Companies Act 1967 (subject to execution of all necessary supplemental documents).
• Drafting of corporate resolutions related to corporate governance.
• Filing of corporate changes, including but not limited to: changes of officers, shareholders, share capital, registered office, and related corporate records.

Accounting, Audit, and Tax Services

Additionally, Koobiz provides accounting, audit, and tax services, including:

• Preparation of management reports.
• Preparation of annual unaudited financial statements (including Directors’ Report, Profit and Loss Statement, Balance Sheet, Statement of Changes in Equity, and accompanying Notes).
• Preparation of audited financial statements.
• Preparation of financial statements in XBRL format.
• Maintenance of general ledgers, accounts payable, accounts receivable, and fixed assets.
• Bank and account reconciliations.
• Calculation of tax obligations.
• Preparation of Form C and/or Form CS for approval.
• Preparation and submission of all required tax filings.

Payroll Services

Payroll services, including:

• Monthly payroll calculation.
• Salary disbursement upon User’s approval.
• Issuance of automated monthly payslips.
• Registration and contribution to the Central Provident Fund (CPF).
• Issuance of IR8A forms for personal income tax and assistance with annual submissions to the Inland Revenue Authority of Singapore (IRAS).
• Maintenance of payroll records for each employee.

Work Pass and Legal Compliance

Work pass and related permit services in Singapore, including:

• Application, renewal, and cancellation of work passes.
• Preparation of applications for Employment Pass (EP), Personalized Employment Pass (PEP), One Network for Professionals (ONE), Letter of Consent (LOC), and S Pass.
• Preparation of applications for dependent passes such as Dependant’s Pass (DP) and Long-Term Visit Pass (LTVP).
• Corporate secretarial services: By appointing Koobiz as your corporate secretary service provider, Koobiz shall perform, or appoint qualified personnel to perform, statutory corporate secretarial duties in compliance with Singapore law. Koobiz undertakes to provide the Services chosen and duly paid for by the User in a timely manner.
• Services upon request: Koobiz shall only perform corporate secretarial services upon explicit instruction from the User, whether verbal, written, or through other accepted means. The User acknowledges that Koobiz shall not be liable for any loss or damage arising from services performed based on the User’s instructions.
• Indemnity and waiver of liability: The User agrees to indemnify and hold harmless Koobiz (including its subsidiaries and affiliates) from and against any claims, judgments, demands, costs, taxes, and expenses (including legal and/or professional fees) arising in connection with Koobiz’s performance of the Services in accordance with the User’s instructions or under these Terms.
• Additional requirements: Koobiz may require the User to execute additional agreements or take certain actions as deemed necessary by Koobiz or required by law to facilitate the provision of Services. Failure to comply may result in Koobiz being unable to continue providing Services.
• Compliance with law and mandatory actions: Where Koobiz is legally required to act on behalf of the User, the User hereby authorizes Koobiz to take all necessary steps (including obtaining legal or administrative advice). All associated costs shall be borne by the User.
• Obligation to provide information: The User must provide all documents, data, and cooperation required by Koobiz in a timely and complete manner to ensure compliance with internal policies, applicable laws, or regulatory directives. In case of delays caused by the User, Koobiz reserves the right to adjust the service schedule or delivery timeline.
• Templates and legal advice: Any templates provided by Koobiz (e.g., employment contract templates) are for reference only and do not constitute legal advice. Koobiz is not a law firm and does not provide legal services. Users are strongly encouraged to seek independent legal counsel for specific legal matters.
• Lawful use of services: The User agrees not to use the Services for any unlawful purposes, including but not limited to money laundering, terrorism financing, fraud, or any other illegal activities. The User shall indemnify and hold Koobiz harmless against any claims, damages, or liabilities arising from a breach of this clause.

Accuracy and Liability

Costs for error rectification: Where Koobiz must rectify errors due to inaccurate or incomplete information provided by the User, Koobiz reserves the right to charge additional fees for the time and resources required to amend filings, resubmit documents, or liaise with authorities.

Accuracy of information: The User is fully responsible for providing accurate, complete, and timely information. Should inaccurate, incomplete, or delayed information result in:

• Breaches of applicable laws or late filing penalties;
• Errors in statutory filings, tax calculations, or corporate documents;
• Delays or failure in service delivery,
• the User shall bear full responsibility for all resulting losses, costs, and consequences.

Limitation of liability

Koobiz shall not be liable for any negative consequences arising from:

• The User’s failure to review and approve documents prior to submission;
• The User’s failure to provide statutory information on time;
• Errors in tax filings, accounting records, or statutory submissions caused by inaccurate User information.

Disruptions and Maintenance

However, the User acknowledges and agrees that the Website or Services may be temporarily unavailable or disrupted due to reasons including, but not limited to:

• Technical malfunctions or equipment failures;
• Scheduled maintenance, upgrades, repairs, or replacements performed by Koobiz;
• Circumstances beyond our reasonable control, such as telecommunications failures, data transmission errors, cyberattacks, network congestion, or other unforeseen technical issues.

User Authority and Partners

Furthermore, the User acknowledges and agrees that:

• The User possesses all necessary authority and permissions to provide Koobiz with information required for service delivery;
• Certain Services may be performed by Koobiz’s partners, independent service providers, or third parties appointed by Koobiz, under the principle of adhering to professional standards and applicable legal requirements.

4.1 Definition of Confidential Information

In the course of performing these Terms, each party may, from time to time, disclose to the other party certain non-public information that is clearly identified as, or that the receiving party reasonably understands to be, confidential or proprietary (hereinafter referred to as “Confidential Information”).

Confidential Information includes, but is not limited to: contract or order terms, User Content, business plans, product roadmaps, development strategies, forecasts, projects and analyses, audit results (including security audits), data and documentation, fee structures, business processes, operational methods, business models, and technical documentation. Confidential Information does not include information that:

• Is or becomes public through no breach of these Terms by the receiving party;
• Was known to the receiving party prior to disclosure;
• Is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
• Is lawfully obtained from a third party without confidentiality obligations.

4.2 Protection and 4.3 Personnel Information

Unless expressly authorized in writing by the disclosing party or required by law, the receiving party shall not disclose, transmit, or disseminate confidential information to any third party. The receiving party shall apply at least the same degree of care it uses to protect its own similar information, and in any case no less than a reasonable standard of care.

• Confidential Information may be shared only with the receiving party’s employees, affiliates, consultants, subcontractors, agents, or advisors (collectively, “Representatives”) who have a legitimate need to know.
• Any unauthorized use of Koobiz personnel information - including, but not limited to, Nominee Directors, corporate secretaries, and personal data such as names, identification numbers, email addresses, or contact details - for account registration or any other purpose is strictly prohibited without the prior written consent of the individual concerned.

4.4 Equitable Remedies and 4.5 Required Disclosure

• Equitable Remedies: The receiving party acknowledges that monetary damages may be insufficient to remedy a breach of confidentiality obligations. Accordingly, in addition to any other rights or remedies available, the disclosing party shall be entitled to seek equitable relief, including but not limited to injunctive relief.
• Disclosure Required by Law: Where disclosure of confidential information is required by law or by a competent authority, the receiving party may comply with such obligation. However, to the extent legally permissible, the receiving party shall provide prior written notice to the disclosing party.

4.6 PDPA Compliance and 4.7 Disclosure Notification

• Koobiz strictly complies with Singapore’s Personal Data Protection Act 2012 (PDPA) in the collection, use, disclosure, and processing of Users’ personal data.
• By using the Platform and Services, the User acknowledges and agrees that their personal data may be collected, used, and processed in accordance with Koobiz’s Privacy Policy.
• Koobiz does not share Users’ personal data with third parties except as required by law, regulatory obligations, or with the User’s explicit consent. Where disclosure is legally mandated, Koobiz will, where permitted, provide prior written notice.

4.8 Privacy Policy and 4.9 Internet Transmission

• By accessing and/or using the Platform, Website, or Services, the User acknowledges that they have read, understood, and agreed to Koobiz’s Privacy Policy.
• The User consents to the collection, use, and/or disclosure of their personal data for the purposes set out in the Privacy Policy.
• The User acknowledges that transmissions over the Internet are never entirely private or secure. Any information, data, or communications sent through the Platform may be intercepted or read by third parties, even if encrypted.

4.10 Internal Use and User Content

In accordance with its Privacy Policy, Koobiz retains and processes Users’ personal data strictly for internal purposes, including: managing the performance and functionality of the Website, ensuring information security, preventing and detecting fraud, spam, or abuse, troubleshooting technical issues, and improving service quality.

5.1 Koobiz Intellectual Property Rights

• All rights, title, and interest in and to the Services (including the Platform, software, upgrades, and derivative works), as well as trademarks, trade names, logos, processes, know-how, data, documents, and any related assets created (collectively, “Koobiz Intellectual Property” or “Koobiz IP”) shall remain the sole and exclusive property of Koobiz.
• The User shall not copy, modify, adapt, distribute, publish, translate, alter, display, upload, broadcast, transmit, or link to any Koobiz IP in any form without prior written consent from Koobiz.
• Except for the limited rights expressly granted herein, no other rights, title, or interest in the Services or Koobiz IP are granted to the User.

5.2 Restrictions on Use and 5.3 Disclaimer

• The User shall not combine, merge, integrate, or otherwise incorporate all or part of the Services and/or Koobiz IP into any other software without Koobiz’s consent.
• The User shall not create or permit the creation of derivative works based on the Services and/or Koobiz IP.
• Koobiz makes no warranties or representations regarding the Koobiz IP and shall not be liable for any damages arising from allegations that the Koobiz IP infringes third-party rights.

5.4 Foreground IP and 5.5 Trademarks

• Foreground IP: All intellectual property arising in the course of these Terms (“Foreground IP”)—including rights to bring claims for damages—shall belong exclusively to Koobiz.
• Koobiz Trademarks: The marks “Koobiz,” the Koobiz logo, and their associated logos are registered exclusive trademarks. Nothing in these Terms grants the User any right to use such trademarks without Koobiz’s prior written consent.

5.6 Third-Party Software and 5.7 User Content

• In providing the Services, Koobiz and the User may use third-party software or APIs. Koobiz makes no warranties regarding the reliability of such tools.
• The User retains full ownership and responsibility for all User Content. The User grants Koobiz a worldwide, non-exclusive, royalty-free license to process, store, and use User Content solely for the purpose of delivering the Services.

Payment Terms and Renewal

• Payment of Fees shall be made via the secure payment system integrated into the Platform or Website, or through electronic invoices.
• The User is required to maintain at least one valid payment method (“Payment Method”) registered.
• Unless the User cancels the Subscription Plan at least thirty (30) days before the end of the current term, the Subscription Plan will automatically renew.

Refund Policy and Rejection

Koobiz reserves the right to reject any order for any reason. In such case, any amounts already paid shall be refunded in full, provided the User has not yet utilized any part of the Services.

Except as expressly provided in these Terms, all Fees paid are non-refundable. Refunds shall only be granted in the following circumstances:

• The User qualifies under the 30-Day Refund Policy; or
• As stipulated under Clause 10 (Termination), where applicable.

Non-payment and Limits

• All Fees are exclusive of applicable taxes (GST, VAT, sales tax) unless otherwise specified.
• In the event of non-payment or late payment, Koobiz may issue a notice of overdue payment, allowing ten (10) days to settle. If unpaid, Koobiz may suspend or terminate the account.
• Koobiz reserves the right to apply late payment interest at a rate of 4% per month.
• If the User exceeds usage limits, Koobiz may notify the User of an automatic upgrade to a new Subscription Plan with adjusted Fees.

7.1 Purposes of Security Deposit

Where applicable, the Security Deposit may be applied by Koobiz for the following purposes:

• a) Debt offset: To settle any outstanding fees owed by the User overdue for at least thirty (30) days.
• b) Fulfillment of legal obligations: To cover administrative fees, penalties, or filing charges from authorities (ACRA, IRAS) where Koobiz acts on behalf of the User.
• c) Debt recovery costs: To recover costs incurred by Koobiz in exercising its rights to collect outstanding debts.

Exclusions and Aggregate Liability

• Koobiz does not represent or warrant that the use of the Services will achieve any specific results or fully meet the User’s expectations.
• Neither Party shall be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages.
• The maximum aggregate liability of Koobiz shall not exceed the total amount paid by the User to Koobiz during the twelve (12) months immediately preceding the event.

9.2 Compliance with Laws

Both Parties shall fully comply with all applicable laws, including but not limited to:

• data protection and privacy laws;
• anti-money laundering and counter-terrorism financing laws;
• anti-bribery and corruption laws;
• export control and sanctions regulations;
• laws prohibiting forced labor and modern slavery; and
• occupational health and safety laws.

9.4 Mandatory Legal Measures

Koobiz reserves the absolute and reasonable right to take necessary legal and administrative measures in the event the User has engaged in repeated or imminent violations. Such measures may include assuming control of the User’s account or filing legal submissions on behalf of the User.

Termination Notice

• Either Party may terminate any Service by providing at least thirty (30) days’ prior written notice.
• In the event of a material breach that cannot be remedied, the non-breaching Party may terminate by providing fifteen (15) days’ prior written notice.
• Koobiz may also terminate any Service immediately for any reason by providing written notice. In such cases, Koobiz will refund the portion of Fees corresponding to the unused period.

Data Access and PDPA

Upon termination, the User shall be entitled to access and export all company-related data within thirty (30) days from the date of termination (the “Post-Termination Access Period”).

Mediation at SMC

In the event of any dispute, either Party may notify the other to refer the Dispute to mediation at the Singapore Mediation Centre (“SMC”).

• A notice under Clause 15.1 shall be valid for fourteen (14) Business Days.
• If agreed, Parties have thirty (30) days from submission to SMC to resolve the Dispute.
• The mediation shall be conducted in Singapore in English.

Exclusive Jurisdiction

If the Parties do not agree to refer the Dispute to SMC, or if mediation fails, the courts of Singapore shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms.