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Doc 14 — Client Authorisation and Representation Terms

  • Document: 14 — Client Authorisation and Representation Terms
  • Version: 14-client-authorisation-terms-2026-08 (in force on publication)
  • Party / entity: the Customer and Upvue Pte Ltd (UEN 201201846Z) (the "Firm"); DPW Pte. Ltd. (UEN 202017982R) ("DPW") is referenced only for Platform mechanics
  • Audience: Customers and their Authorised Representatives

1. Purpose

1.1 These Client Authorisation and Representation Terms (these "Authorisation Terms") record: (a) the authority you and your Authorised Representative give to the Firm (and, for Platform mechanics only, to DPW); (b) the warranties you give about the information and documents you provide; and (c) the limits of every authority given — in both directions.

1.2 These Authorisation Terms are incorporated into Doc 03 — Singapore Terms of Business and form part of each Engagement. They should be read with Doc 20 — Professional Review and Filing Authorisation Terms and with Doc 15 — KYC / AML / Identity Verification Notice ("KYC Notice"), an informational notice describing the client due diligence duties that arise under Doc 03 and these Authorisation Terms.

2. Authority to act for the Customer

2.1 Each Authorised Representative warrants that they hold actual authority to act for, and to bind, the Customer in connection with the Engagement and the Platform, including placing Service Orders, providing information, approving documents and giving the authorisations in these Authorisation Terms.

2.2 Where the Customer is a company or other entity, the Authorised Representative warrants that all internal approvals needed for the Engagement (for example board or shareholder approval) have been obtained.

2.3 The Authorised Representative warrants that each individual they name in connection with the Engagement — including each proposed director, secretary, shareholder and beneficial owner — has consented to being named in that role and to the actions to be taken in relation to them under the Engagement.

2.4 The Firm and DPW may rely on instructions and approvals given by an Authorised Representative through the Platform until the authority is withdrawn under Section 9.

3. Authority to provide other people's personal data

3.1 You will provide personal data about individuals other than yourself — for example directors, shareholders and beneficial owners. You warrant that, before providing any such personal data, you have: (a) informed each individual of the purposes for which their data will be collected, used and disclosed under the Engagement and the Platform Services; and (b) obtained each individual's consent (or confirmed that another lawful basis applies), consistent with the Personal Data Protection Act 2012.

3.2 How that personal data is handled — including by the Firm as an organisation with its own statutory duties and by DPW in its dual roles — is described in Doc 04 — Privacy Notice. You must give each named individual access to, or a copy of, Doc 04.

4. Information and document warranties

4.1 You warrant, on placing each Service Order and each time you provide information or approve a document, that:

(a) Accuracy and completeness — all information you provide is true, accurate, complete and current, and is not misleading by inclusion or omission;

(b) Authenticity — every document you upload or provide is genuine, unaltered and, where a copy, a true copy of the original;

(c) Beneficial ownership — the beneficial-ownership and control information you provide is truthful and complete, identifies every individual who ultimately owns or controls the Customer or the company to be incorporated, and omits no nominee, trust or intermediate holding arrangement;

(d) Duty to update — you will promptly notify the Firm through the Platform of any change that makes previously provided information inaccurate or incomplete, including changes occurring before a filing is submitted.

4.2 The Firm prepares filings and documents in reliance on these warranties, subject always to its own professional review and client due diligence. These warranties do not transfer to you any obligation that the law places on the Firm (see Section 10).

5. Sanctions and AML warranties; source of funds

5.1 You warrant that neither the Customer, nor any Authorised Representative, director, shareholder or beneficial owner, is: (a) subject to sanctions administered by Singapore or by the United Nations, or to other sanctions regimes applicable to the Engagement; or (b) engaging the Firm for any purpose connected with money laundering, terrorism financing, proliferation financing or any other unlawful purpose.

5.2 When the Firm asks, you will cooperate promptly and truthfully with requests for information and evidence about source of funds and source of wealth, and with the Firm's other client due diligence measures described in the KYC Notice (Doc 15). The Firm's rights to pause, decline or exit are set out in Doc 03 Section 8 and Doc 20.

6. Electronic signature authority

6.1 Subject to Doc 16 — Electronic Communications and E-Signature Consent, you and each named signatory consent to signing Engagement documents electronically, and you warrant that each individual whose electronic signature is applied to a document has authority to sign that document in the capacity stated on it.

6.2 An individual's electronic signature may be applied only by that individual (or at that individual's direction, where the law allows), and only to a document that individual has reviewed and approved (Section 7.3).

6.3 Excluded documents. Powers of attorney, and any other document excluded from electronic execution under the First Schedule to the Electronic Transactions Act 2010 or by other law, must be signed in wet ink. Where a document in your Engagement falls within these exclusions, the Firm or the Platform will tell you, and that document will be prepared for wet-ink signature (see Doc 16 — Electronic Communications and E-Signature Consent, Section 5). The Platform must not be used to e-sign those documents, and no authority in these Authorisation Terms extends to them.

7. Scope and limits of the authority you give to the Firm and the Platform

7.1 What you authorise. You authorise the Firm to prepare, and to lodge with ACRA or another authority, the filings agreed in your Service Order — but only after the professional review and approval chain in Doc 20 — Professional Review and Filing Authorisation Terms has completed, including your own filing authorisation for that filing.

7.2 No general power of attorney. These Authorisation Terms create no general power of attorney and no open-ended agency. Every authority given is narrow, purpose-specific and limited to the services and filings identified in a Service Order.

7.3 Narrow e-signature authority. You authorise the Firm and the Platform to apply an individual's electronic signature only to a specific document that the individual has personally reviewed and approved through the Platform (or in writing). No signature may be applied to a document the signer has not seen in its final form.

7.4 No authority to decide. Nothing in these Authorisation Terms authorises DPW to make, and DPW does not make, any professional decision, client due diligence decision, approval or filing. DPW's Platform mechanics (collecting documents, presenting documents for review and signature, transmitting instructions, keeping workflow records) are performed under Doc 02 — Platform Terms of Service.

7.5 Registered office occupancy. Where your Service Order includes registered office services, you confirm that each person who will use or be recorded at the registered office address has consented to that use, and you will not hold the address out for any purpose outside the service description.

8. Reliance and verification

8.1 The Firm may verify any information or document you provide against its own client due diligence sources, and may decline to act on information it cannot verify. Verification by the Firm does not reduce or transfer your warranties in Sections 4 and 5.

9. Withdrawal of authority

9.1 The Customer may withdraw or vary an Authorised Representative's authority, or withdraw a specific authorisation (including a filing authorisation not yet acted on), by notice through the Platform or in writing to the Firm.

9.2 Withdrawal takes effect when the Firm has had a reasonable opportunity to act on the notice. It does not affect: (a) anything properly done under the authority before it took effect — including a filing already submitted to an authority, which cannot be recalled; (b) fees due for work already performed; or (c) the Firm's statutory obligations for appointments already in effect.

9.3 If withdrawal leaves the Customer without any Authorised Representative, the Engagement is suspended until a replacement is appointed, and Doc 03 Section 16 (termination) may apply.

10. Obligations that cannot be moved

10.1 The Firm's statutory duties stay with the Firm. The Firm's obligations as a registered Corporate Service Provider — including client due diligence, screening and record-keeping — remain the Firm's own, as stated in Doc 03 clause 5.3. Nothing in these Authorisation Terms transfers any such obligation to you or to DPW, and no warranty you give relieves the Firm of any of them.

10.2 Your duties stay with you. Equally, your duty to provide true, accurate and complete information, and the statutory duties of your company and its officers under the Companies Act 1967 and other law, remain yours. They are not shifted to the Firm by anything in the Engagement, and reliance on the Firm's services is not a defence to a failure to provide accurate information.

11. General

11.1 These Authorisation Terms are governed by Singapore law and follow the precedence, dispute-resolution and general provisions of Doc 03 — Singapore Terms of Business.

11.2 Breach of a warranty in these Authorisation Terms is a material breach of the Engagement.

Version: 14-client-authorisation-terms-2026-08 · Approval: management-attested