Doc 03 — Singapore Terms of Business
- Document: 03 — Singapore Terms of Business
- Version: 03-sg-terms-of-business-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 a party only in the defined platform and collection capacities stated in these Terms
- Audience: Customers purchasing Professional Services through the Platform
1. What these Terms cover
1.1 These Singapore Terms of Business (these "Terms") govern the professional services ("Professional Services") that the Firm provides to you, the Customer, when you place a Service Order through the Platform.
1.2 These Terms incorporate by reference: Doc 14 — Client Authorisation and Representation Terms ("Client Authorisation Terms"); and Doc 20 — Professional Review and Filing Authorisation Terms. Doc 15 — KYC / AML / Identity Verification Notice ("KYC Notice") is an informational notice: it describes the client due diligence duties that arise under these Terms and the Client Authorisation Terms, and it is not itself part of the Engagement contract. Capitalised terms not defined here have the meanings given in those documents and in Doc 02 — Platform Terms of Service. In these Terms, "Business Day" means a day other than a Saturday, Sunday or public holiday in Singapore.
1.3 If these Terms conflict with Doc 02 — Platform Terms of Service or Doc 01 — Website Terms of Use, these Terms prevail for the Professional Services. A document-specific schedule prevails over general terms for its own subject matter.
2. The three relationships
2.1 You and the Firm (the Engagement). The contract for Professional Services is between you and the Firm only. The Firm is the provider of record for every Professional Service you order, including incorporation, corporate secretarial services, registered office services, any nominee arrangement and, where offered, accounting, bookkeeping, tax and compliance services.
2.2 You and DPW (the Platform). Your use of the Platform — your account, portal, workflow tooling, document collection, communications and AI-assisted tooling — is governed by Doc 02 — Platform Terms of Service, a separate contract between you and DPW. DPW's platform role is described in Section 6 below.
2.3 DPW and the Firm. DPW and the Firm have a separate agreement (Doc 11 — Participating Firm Terms) that governs the Firm's participation in the network, including the appointment described in clause 3.4. That agreement is described here for transparency only; it is not incorporated into these Terms and gives you no rights or obligations under it.
3. How the Engagement is formed
3.1 You form an Engagement by placing a Service Order through the Platform. Before you pay, the checkout and the Service Order identify: (a) the Firm, by name, as the provider of record for each Professional Service ordered; (b) DPW as the provider of the Platform Services; and (c) any Government Fees payable to the relevant authority.
3.2 The Engagement between you and the Firm is concluded when the Service Order is accepted in accordance with clause 3.3. The Service Order, these Terms and the documents incorporated under clause 1.2 (Doc 14 and Doc 20) together form the Engagement contract.
3.3 Every Service Order is accepted by or on behalf of the Firm. The Firm may accept your Service Order itself, or DPW may conclude it on the Firm's behalf — in which case DPW acts solely as the Firm's appointed commercial agent under Doc 11 — Participating Firm Terms (clause 3.4), and in no independent capacity. In either case the resulting contract for Professional Services is between you and the Firm.
3.4 DPW as commercial agent. The Firm has appointed DPW, under Doc 11 — Participating Firm Terms, as its commercial agent authorised to negotiate and conclude the sale of the Firm's Professional Services and to collect payment for them on the Firm's behalf. Payment of professional fees to DPW discharges your payment obligation to the Firm to the extent of the amount paid. DPW acts on the payee side only and never holds itself out as providing the Professional Services.
3.5 Acceptance of a Service Order does not commit the Firm to make any filing. Filing remains subject to the Firm's completed client due diligence and professional review under Doc 20 — Professional Review and Filing Authorisation Terms.
3.6 How the Firm is determined. The Participating Firm for a Service Order is determined either: (a) by you selecting an available Participating Firm, where the Platform offers a choice; or (b) by DPW allocating an appropriate Participating Firm using the objective allocation criteria described in Doc 12 — Marketplace / Professional Network Terms. In either case the identity of the Firm is disclosed to you, as clause 3.1 requires, before the Engagement is concluded — no Engagement is formed with an unidentified provider. Allocation is an operational platform function, not a professional decision, and no particular Participating Firm is guaranteed unless identified in your Service Order.
4. Scope of Professional Services
4.1 Professional Services may include, as stated in your Service Order: (a) company incorporation, including preparation and lodgement of the incorporation filing with ACRA; (b) corporate secretarial services, including acting as or providing a named corporate secretary; (c) registered office address services; (d) nominee director or nominee shareholder arrangements, where offered; and (e) accounting, bookkeeping, tax and other compliance services, where offered.
4.2 Only the services listed in your Service Order are in scope. The Firm does not provide legal advice, tax advice, audit, investment advice or immigration services under these Terms unless a Service Order expressly states otherwise.
4.3 Nominee arrangements. Any nominee director or nominee shareholder arrangement is provided only by or through the Firm as a registered Corporate Service Provider, and only after the Firm has carried out the fit-and-proper assessment and other checks required by the Corporate Service Providers Act 2024 and its subsidiary legislation. The Platform cannot be used to obtain a nominee arrangement from anyone else, and DPW never acts as, supplies or selects a nominee.
4.4 Additional service categories. DPW may make additional service categories available for order through the Platform from time to time, without amendment of these Terms. Each Service Order states the services ordered and the Participating Firm that is the provider of record for them, and these Terms apply to every service category unless a category-specific schedule expressly states otherwise for its own subject matter.
5. The Firm's responsibilities
5.1 The Firm will perform the Professional Services with reasonable skill and care, exercising its own professional judgement. The Firm's Professionals — not any software — decide what is filed, when, and whether it is filed at all.
5.2 The Firm reviews and approves every filing before it is submitted to ACRA or any other authority, following the eight-step decision chain in Doc 20 — Professional Review and Filing Authorisation Terms.
5.3 Regulatory obligations stay with the Firm. The Firm's obligations as a registered Corporate Service Provider — including client due diligence, anti-money laundering, countering the financing of terrorism and proliferation financing obligations under the Corporate Service Providers Act 2024 and the Corporate Service Providers Regulations 2025 — are and remain the Firm's own obligations. They are never transferred to, assumed by, or performed as principal by DPW or by you. Platform tooling used in the Firm's compliance work is used as the Firm's own tool, under the Firm's direction, and no Platform feature approves any client, risk rating or filing.
5.4 The Firm maintains professional indemnity insurance appropriate to its registration class and the Professional Services it provides. Particulars of that cover are not published; the Firm will confirm the existence of cover on your reasonable request.
5.5 The Firm's registered particulars are: Upvue Pte Ltd (UEN 201201846Z), registered office at 10 Bukit Batok Crescent, The Spire, #10-05B, Singapore 658079, providing services on the Platform under the name "UpVue". Upvue Pte Ltd is a registered Corporate Service Provider in Singapore. The Firm's registration and registered-qualified-individual particulars are verified by DPW as part of Participating Firm onboarding and ongoing compliance and are not published in these Terms.
6. What DPW does — and does not do
6.1 DPW provides the Platform Services described in Doc 02 — Platform Terms of Service, including account and portal access, workflow records, document collection, communications facilitation, AI-assisted tooling, routing of your request to the Firm, and billing and collection where stated in clause 3.4 and Doc 10 — Payment Terms.
6.2 DPW is not: (a) a filing agent; (b) a corporate secretary; (c) a nominee director or nominee shareholder, or a supplier of nominees; (d) a registered Corporate Service Provider or the CSP of record for your company; (e) a law firm, accounting firm or tax adviser; or (f) a party to the Engagement, except in the defined platform and collection capacities in these Terms.
6.3 Nothing produced by the Platform, including any AI-assisted output, is professional advice, a professional approval or a filing decision (see Doc 09 — AI / Automation Terms ("AI Terms") and Doc 20).
7. Your obligations
7.1 You must comply with the warranties and authorisations in the Client Authorisation Terms (Doc 14), including as to your authority, the accuracy and completeness of all information you provide, and the consents you have obtained from the individuals whose personal data you supply.
7.2 You must cooperate with the Firm's client due diligence and know-your-customer processes as described in the KYC Notice (Doc 15), including providing identity documents and information about directors, shareholders and beneficial owners when requested.
7.3 You must respond to requests from the Firm within a reasonable time. Delay in responding will delay the Professional Services and may result in termination of your Engagement under Section 16.
7.4 You must review every document prepared for you before you approve or sign it. By approving a document you confirm you have read it and that its contents are accurate. The Firm prepares documents from the information you supply and is entitled to rely on that information, subject to its own professional review obligations.
8. Anti-money laundering
8.1 The Firm may at any time, before or during the Engagement, request information and evidence about you, your beneficial owners, and the source of funds or source of wealth connected with the Engagement, and may decline to proceed until satisfied.
8.2 The Firm may decline to accept an Engagement, pause work, decline to make any filing, or exit the Engagement where it considers this necessary to meet its legal or regulatory obligations, including under the Corporate Service Providers Act 2024 and AML/CFT/PF law. The Firm is not required to give reasons where the law restricts it from doing so.
8.3 Nothing in these Terms, in Doc 02, or in any Platform feature compels the Firm to make a filing. The Firm's independent right to decline to file is set out in Doc 20 — Professional Review and Filing Authorisation Terms.
8.4 Where the Firm exits under this Section, fees are dealt with under Doc 10 — Payment Terms; the Firm will not refund amounts it is prohibited from returning or that relate to work properly performed.
9. Fees and payment
9.1 Fees for Professional Services, payment mechanics, invoicing, refunds and the collection role of DPW are set out in Doc 10 — Payment Terms, which is incorporated into your Service Order. For recurring Professional Services (for example accounting, bookkeeping, corporate secretarial, tax or compliance services), fees may be charged and settled per completed unit of work, per subscription period or per contractual milestone, as stated in your Service Order and Doc 10 — Payment Terms.
9.2 Government Fees (fees payable to ACRA, IRAS or another authority) are collected from you as disbursements. They are not the Firm's or DPW's fees. Once a Government Fee has been paid to the authority it is non-refundable by the Firm or DPW, whatever the outcome of the filing, except to the extent the authority itself refunds it. This does not affect the Firm's obligation under clause 15.4 to bear or reimburse the additional Government Fees for a re-submission caused by the Firm's error.
9.3 Fees stated in a Service Order are exclusive of applicable taxes unless stated otherwise.
10. Renewals
10.1 Annual or recurring services (for example annual corporate secretarial, registered office, accounting, bookkeeping, tax or compliance services) renew for successive terms as stated in your Service Order.
10.2 You will be given advance notice of each renewal, including the renewal fee, before you are charged. You may cancel a renewing service at any time before the renewal date through the Platform or by notice to the Firm; cancellation takes effect at the end of the then-current term.
10.3 Cancelling a service does not remove your company's own statutory obligations (clause 16.5), and clause 12 (change of firm) and Section 13 (document portability) apply on any transition.
11. Timelines and government discretion
11.1 Neither the Firm nor DPW guarantees any outcome from ACRA or any other authority, including approval of a name application, acceptance of an incorporation filing, or any processing time. Authorities act at their own discretion and on their own timetables.
11.2 Any timeframe given to you is a good-faith estimate for the Firm's or the Platform's own steps only and is not a commitment about government processing.
11.3 Rejection of, or queries raised on, a filing by an authority is not a breach of these Terms by the Firm. Re-work following a rejection or query is handled under Doc 10 — Payment Terms and Doc 20, and additional Government Fees for any re-submission are allocated under clause 15.4.
12. Change of Participating Firm
12.1 DPW may propose reassigning your Engagement, or a Service Order not yet accepted, to a different Participating Firm where: (a) the Firm declines the Service Order or is unavailable or unable to continue acting; (b) a conflict of interest arises; (c) the Firm lacks capacity to perform the work in a timely way; (d) the scope of your matter changes beyond what the Firm offers or is able to perform; (e) the Firm ceases to meet an eligibility or professional requirement, including leaving the network or ceasing to hold a required registration; or (f) there is a material service-level failure.
12.2 Reassignment requires your consent. Any replacement firm DPW proposes is identified using the objective allocation criteria described in Doc 12 — Marketplace / Professional Network Terms, and you will be told the identity and registration particulars of the proposed replacement firm before you consent — no replacement Engagement is formed with an unidentified provider. If you do not consent, your Engagement with the outgoing Firm ends in accordance with Section 16 and Section 13 applies.
12.3 On a consented reassignment: (a) the outgoing Firm will hand over your file and records to the incoming firm to the extent the law allows and requires; (b) the incoming firm becomes the provider of record from the date of transfer and must complete its own client due diligence before making any filing; and (c) statutory duties owed to your company (for example a serving corporate secretary appointment) continue without gap, with the outgoing Firm remaining responsible until the incoming firm's appointment takes effect.
12.4 Reassignment never transfers the outgoing Firm's own regulatory accountability for work it performed while it was the provider of record. Routing or allocation alone never transfers professional responsibility to any firm: a replacement firm assumes responsibility only under a replacement Engagement concluded under clauses 12.2 and 12.3, and statutory duties owed to your company continue as clause 12.3(c) provides.
13. Document portability on exit
13.1 On termination or expiry of the Engagement for any reason, you may export your documents and records held on the Platform, and the Firm will provide you (or your incoming service provider) with the corporate records and registers it holds for your company, in each case within a reasonable time and in a commonly usable format.
13.2 The Firm and DPW may retain copies of records they are required by law to retain — including client due diligence records retained under the Corporate Service Providers Act 2024 for at least five years after the end of the relationship — as described in Doc 17 — Document Retention / Records Notice ("Retention Notice").
13.3 The Firm may withhold release of records only to the extent the law permits, and only for so long as undisputed fees properly due and payable for work performed remain unpaid. The Firm will never withhold records where release is required by its statutory or professional obligations, or where withholding would put your company in breach of a statutory obligation.
14. Confidentiality
14.1 Each of you, the Firm and DPW must keep the other parties' confidential information confidential and use it only for the purposes of the Engagement and the Platform Services.
14.2 This does not prevent disclosure: (a) required by law, a regulator or a court, including reporting obligations under AML/CFT/PF law (which may be made without notice to you where the law requires); (b) to professional advisers and insurers under confidentiality obligations; (c) between the Firm and DPW to the extent needed to deliver the services, as described in Doc 04 — Privacy Notice; or (d) of information already public other than through breach.
14.3 Personal data handling is governed by Doc 04 — Privacy Notice and, as between DPW and the Firm, Doc 05 — Data Processing Addendum ("DPA").
15. Liability
15.1 Nothing excluded that cannot be. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under Singapore law, including non-excludable rights under the Consumer Protection (Fair Trading) Act 2003. Clauses 15.2 to 15.7 apply subject to this clause.
15.2 Service remedy first. If the Firm fails to perform a Professional Service with reasonable skill and care, the Firm will, at its election and as your first remedy: (a) re-perform the affected service at no additional professional fee; or (b) refund the professional fee you paid for the affected service.
15.3 Late-filing penalties. Where a government late-filing penalty is imposed on your company solely because of the Firm's fault, the Firm will reimburse that penalty. This does not apply where the penalty results wholly or partly from your delay, from inaccurate or incomplete information you supplied, from your failure to approve documents in time, or from government processing outside the Firm's control.
15.4 Re-submission Government Fees. Where a filing must be re-submitted because of the Firm's error, the Firm bears — or, where you have already paid them, reimburses — the additional Government Fees charged for the re-submission. Where a re-submission results from inaccurate or incomplete information you supplied, from your delay or other error on your part, or from the exercise of government discretion, the additional Government Fees are payable by you under Doc 10 — Payment Terms.
15.5 Cap. Subject to clauses 15.1 to 15.4, the total aggregate liability of the Firm to you arising out of or in connection with an Engagement is limited to the total fees you paid for that Engagement. DPW's liability for the Platform Services is governed and capped by Doc 02 — Platform Terms of Service, not by these Terms.
15.6 Excluded losses. Subject to clause 15.1, neither the Firm nor DPW is liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business or loss of anticipated savings.
15.7 Government action. Neither the Firm nor DPW is liable for the decisions, delays, rejections, queries or discretion of ACRA or any other authority. This clause does not affect the Firm's obligation under clause 15.4 to bear or reimburse re-submission Government Fees caused by its own error.
16. Termination
16.1 You may terminate an Engagement on notice at any time. Fees for work already performed, committed disbursements and Government Fees already paid to an authority remain payable and are dealt with under Doc 10 — Payment Terms.
16.2 The Firm may terminate an Engagement: (a) on reasonable notice; (b) immediately, where required or entitled under Section 8 (anti-money laundering) or where continuing would put the Firm in breach of law or regulation; (c) if you materially breach these Terms or Doc 14 and, where the breach is remediable, fail to remedy it within 14 days of notice; or (d) for non-payment, but only after the cure process in Doc 10 — Payment Terms Section 8 has been exhausted. The Firm may not terminate under clause 16.2(d) while you remain within the cure period under Doc 10 Section 8 or while the unpaid amount is disputed in good faith under Doc 10 clause 8.4.
16.3 On termination the Firm will, where the law allows, complete or resign from in-flight statutory appointments in an orderly way and Section 13 (document portability) applies.
16.4 Termination of your Platform account under Doc 02 does not by itself terminate an Engagement, and termination of an Engagement does not by itself close your Platform account.
16.5 Your statutory obligations survive. Termination does not remove or suspend your company's own obligations under the Companies Act 1967 and other law — including maintaining a registered office, a company secretary and registers, and making annual and event-driven filings. You are responsible for appointing a replacement provider in time.
16.6 Sections 8, 13, 14, 15, 17, 18 and 19 and any accrued rights survive termination.
17. Complaints
17.1 Complaints about the Professional Services or the Platform are handled under Doc 18 — Complaints, Support & Escalation Policy ("Complaints Policy"). Under the Complaints Policy, your complaint is acknowledged within 2 Business Days of receipt and receives a substantive response within 10 Business Days of acknowledgement; where more time is needed, you will be given a written explanation and a revised timeframe. The Complaints Policy also describes how to complain, who responds, and your right to raise regulated-conduct concerns with the relevant authority.
18. Disputes and governing law
18.1 These Terms and the Engagement are governed by Singapore law.
18.2 Before starting proceedings, the parties will attempt in good faith to resolve any dispute by negotiation for at least 30 days, and then by mediation at the Singapore Mediation Centre.
18.3 If the dispute is not resolved by mediation, the courts of Singapore have exclusive jurisdiction.
18.4 Nothing in this Section prevents a party seeking urgent injunctive relief, or limits any non-excludable statutory right to bring a claim.
19. General
19.1 These Terms, the Service Order and the documents incorporated under clause 1.2 are the entire agreement for the Professional Services, without excluding liability for fraud.
19.2 The Firm may use employees, Professionals and permitted subcontractors, but remains responsible for the Professional Services and may never delegate the compliance decisions reserved to it in clause 5.3.
19.3 You may not assign the Engagement without the Firm's consent. Clause 12 governs changes of Firm.
19.4 Notices may be given through the Platform or to the contact details in the Service Order, subject to Doc 16 — Electronic Communications and E-Signature Consent. The consents you give under Doc 16 — to electronic communications, electronic records and electronic signatures — are given equally to the Firm for the purposes of the Engagement.
19.5 A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce these Terms, except that DPW may enforce the clauses that state its role and protections.
19.6 If any clause is unenforceable, the rest remain in force. No delay in enforcing a right waives it.