Doc 02 — Platform Terms of Service

1. Parties, structure and precedence

1.1 These Platform Terms of Service ("these Terms") are a contract between DPW Pte. Ltd. (UEN 202017982R) and the Customer that registers a Platform account. They govern access to and use of the Platform — the CSFile technology platform ("CSFile" is the platform brand; "UpVue" is the display name of the current Participating Firm's Professional Services), including the website account area, client portal, workflow, document, e-signature-coordination and communication tooling.

1.2 The following documents are incorporated into these Terms by reference and form part of them:

(a) Doc 04 — Privacy Notice; (b) Doc 05 — Data Processing Addendum ("DPA"), which applies where you are a Business Customer whose use of the Platform involves DPW processing personal data on your behalf (see clause 1.6); (c) Doc 07 — Cookie Notice; (d) Doc 08 — Acceptable Use Policy ("AUP"); (e) Doc 09 — AI / Automation Terms ("AI Terms"); (f) Doc 10 — Payment, Cancellation & Refund Terms ("Payment Terms"); (g) Doc 13 — Security Schedule, which forms the security annex to the DPA; and (h) Doc 16 — Electronic Communications and Electronic Signature Consent ("E-Comms Consent").

1.3 Professional Services are separate. These Terms cover only Platform Services provided by DPW. Professional Services — services that Singapore law requires or expects to be provided by a registered corporate service provider ("CSP"), qualified corporate secretary, accountant, tax professional, filing agent or other qualified professional — are provided only by a Participating Firm under a separate Engagement governed by Doc 03 — Singapore Terms of Business. DPW is not a party to any Engagement except in the defined platform and collection-agent capacities stated in Doc 03 and the Payment Terms (Doc 10).

1.4 Precedence. If there is a conflict: the Engagement / Doc 03 prevails over these Terms, and these Terms prevail over Doc 01 — Website Terms of Use, in each case for the conflicting subject matter. A document-specific schedule prevails over general terms for its own subject matter.

1.5 Contracting-party disclosure per Service Order. Each Service Order will identify, before you commit to pay, exactly which entity provides each component of what you are buying: Platform Services are provided by DPW; each Professional Service is provided by the named Participating Firm identified in that Service Order; and Government Fees are amounts payable to the relevant authority (such as ACRA or IRAS) and are collected as disbursements. DPW is never the provider of Professional Services. If any order screen or confirmation is unclear about who provides a service, contact us at support@csfile.ai before proceeding and do not rely on any assumption that DPW is the provider.

1.6 Business Customers and the DPA. A "Business Customer" is a Customer acting in the course of business. The DPA (Doc 05), with the Security Schedule (Doc 13) as its security annex, applies where a Business Customer's use of the Platform involves DPW processing personal data on the Customer's behalf as a data intermediary — for example, personal data of the Customer's directors, shareholders, beneficial owners, employees or clients submitted as Customer Content. Where the DPA applies, it prevails over these Terms for the subject matter of that processing. The DPA does not govern personal data that DPW processes for its own purposes as an organisation (account, security, billing and compliance), which is described in the Privacy Notice (Doc 04).

1.7 Business Day. In these Terms, "Business Day" means a day other than a Saturday, Sunday or public holiday in Singapore.

2. Account registration, eligibility and security

2.1 To use the Platform you must register an account, provide accurate and complete registration information, and keep it up to date.

2.2 You must be at least 18 years old and have full legal capacity. If you register on behalf of a company or other organisation, you warrant that you are authorised to bind it, and the "Customer" is that organisation.

2.3 An individual who acts for a Customer on the Platform is an Authorised Representative and warrants on each use that they have authority to act for that Customer. DPW may rely on instructions given through a Customer's account by an Authorised Representative until the Customer notifies us in writing that the authority has ended and we have had a reasonable opportunity to act on that notice.

2.4 You are responsible for keeping account credentials confidential and for all activity under your account. You must use the security features we make available (including any multi-factor authentication we require), must not share credentials, and must notify us promptly of any suspected unauthorised access. We are not responsible for loss caused by use of your credentials before you notify us, except to the extent caused by our failure to provide the security of the Platform described in these Terms.

3. Subscribers and invited Users

3.1 The Customer holding the account (the "subscriber") may invite other individuals — for example directors, shareholders, employees or advisers — to use the Platform in connection with the Customer's matters ("invited Users").

3.2 Every User, whether the subscriber or an invited User, is bound by these Terms, the AUP (Doc 08) and the AI Terms (Doc 09) in respect of their own use of the Platform. Invited Users have access rights only; the Customer remains our contracting counterparty.

3.3 As between the Customer and DPW, the Customer is responsible for: (a) who it invites and the access levels it grants; (b) the acts and omissions of its invited Users on the Platform as if they were the Customer's own; and (c) resolving any dispute between the Customer and its Users about access to the account or to data in it. Where there is an internal dispute about control of a Customer account, we may rely on our records of the registered subscriber and its Authorised Representatives, and may suspend access while a dispute is genuinely unresolved and we cannot safely determine who is entitled to control the account.

4. Platform Services

4.1 Subject to these Terms, DPW will provide the Platform Services: the technology services DPW provides itself, being:

(a) account and client-portal access; (b) workflow records — structured records of the status of your matters and tasks; (c) document collection, storage and organisation tooling; (d) facilitation of communications between you and a Participating Firm; (e) AI-assisted tooling, on the terms and with the limitations set out in the AI Terms (Doc 09) (in summary: AI output is advisory, may be reviewed by humans, may be incomplete or incorrect, and is never a professional decision); (f) routing and allocation of your requests to a Participating Firm (see clause 4.3); and (g) billing and collection functions where and only as stated in the Payment Terms (Doc 10).

4.2 Workflow statuses shown on the Platform are records and estimates, not promises. Each step in a regulated workflow — from AI recommendation through screening, human review, professional approval and filing to government decision and completion — is a separate event, and no earlier step guarantees a later one (see Doc 20 — Professional Review and Filing Authorisation, Section 2, which sets out the decision chain in full). Government authorities decide their own outcomes and timing, and DPW gives no assurance about them.

4.3 Routing and allocation. Where you request Professional Services through the Platform, the Participating Firm for the resulting Service Order is determined either by your selection of an available Participating Firm, where the Platform offers a choice, or by DPW allocating an appropriate Participating Firm using the objective criteria described in Doc 12 — Marketplace / Professional Network Terms. Routing and allocation are operational platform functions, not professional decisions, and the Firm so identified is always disclosed to you before any Engagement is concluded (see Doc 03 — Singapore Terms of Business, Section 3). No particular Participating Firm is guaranteed unless identified in a Service Order.

4.4 Service categories. DPW may make additional service categories available for order through the Platform from time to time — professional services sold through the Platform may include incorporation, corporate secretarial, accounting, bookkeeping, tax and compliance services and further professional or service products. Each Service Order states the services ordered and the provider of record for each component (clause 1.5); every Professional Service in any category is provided only by the Participating Firm identified in the Service Order. These Terms apply to every service category, without needing amendment when a category is added, unless a category-specific schedule expressly states otherwise for its own subject matter.

5. What the Platform is not

5.1 DPW operates technology. DPW is not:

(a) a registered corporate service provider, and does not carry out any activity for which registration is required under the Corporate Service Providers Act 2024; (b) a filing agent, and does not file with ACRA or any other authority — filings are prepared, authorised and submitted by the Participating Firm's qualified professionals using the Firm's own credentials; (c) a law firm, accounting firm or tax agent; and (d) a provider of legal, tax, accounting, corporate secretarial or other professional advice. Nothing on the Platform, including AI output, is professional advice.

5.2 Where the Platform provides identity, document-collection or screening tooling in connection with an Engagement, that tooling operates solely as an outsourced tool of the Participating Firm, which alone makes every customer due diligence and compliance decision — no Platform feature approves an engagement or authorises a filing (see Doc 03 — Singapore Terms of Business, clause 5.3, and Doc 11 — Participating Firm Terms, clause 5.3).

6. Customer data and content

6.1 You own your content. As between you and DPW, the Customer retains all rights in the data, documents and other content that you or your Users submit to the Platform ("Customer Content").

6.2 Limited licence to DPW. You grant DPW a non-exclusive, worldwide, royalty-free licence to host, store, transmit, display, process and back up Customer Content, and to permit our Third-Party Service Providers to do so on our behalf, solely as necessary to (a) provide and support the Platform Services, (b) share Customer Content with the Participating Firm you engage, at your or its direction, and (c) comply with law. This licence ends when the Customer Content is deleted from the Platform under clause 13, except for copies we must retain by law. It is not sublicensable except to those Third-Party Service Providers for those purposes, is not perpetual, and does not include any right to use Customer Content to train machine-learning models.

6.3 Aggregated statistics. DPW may create and use statistical and usage data derived from operation of the Platform that is aggregated and does not identify any individual, Customer or Customer Content, for the purposes of operating, securing and improving the Platform.

6.4 You are responsible for the accuracy and lawfulness of Customer Content you submit and for having the rights and consents needed to submit it, including for personal data of others (such as directors and shareholders). Personal data is handled as described in Doc 04 — Privacy Notice; DPW's roles as organisation and as data intermediary are described there.

7. Availability, maintenance and third-party dependencies

7.1 We will use commercially reasonable efforts to make the Platform available, but we do not warrant uninterrupted or error-free operation. We may carry out maintenance, with advance notice where reasonably practicable for planned maintenance likely to cause material disruption.

7.2 The Platform depends on Third-Party Service Providers (for example hosting, communications, identity-verification, e-signature, screening, AI-model and payment providers — identified by name in Doc 06 — Subprocessor and Service Provider Notice). We are not liable for unavailability or degradation caused by a third-party outage beyond our reasonable control, but we will use reasonable efforts to restore service and, where practicable, provide status information.

8. Suspension

8.1 We may suspend your account or a User's access, in whole or in part, where we reasonably believe:

(a) there is fraud, or a breach of the AUP (Doc 08); (b) amounts properly due under the Payment Terms (Doc 10) — including DPW's own Platform fees and professional fees collected by DPW as the Participating Firm's commercial agent — are unpaid after notice and a reasonable opportunity to pay, subject always to the disputed-amount protection in the Payment Terms (Doc 10), clause 8.4; (c) continued access creates a material legal, regulatory or security risk for DPW, a Participating Firm or other Users; or (d) suspension is required by law or by a competent authority.

8.2 Where lawful and practicable we will give notice before or promptly after suspension, state the reason, and limit the suspension in scope and duration to what is reasonably necessary. We will lift a suspension promptly once the ground no longer applies. Suspension does not by itself terminate these Terms, and clause 13 (export and deletion) is not triggered by suspension alone.

9. Beta features

9.1 We may offer features identified as beta, preview, pilot or similar. They are provided "as is" for evaluation, may change or be withdrawn at any time, may not be relied on for any regulated or time-critical purpose, and are excluded from any availability commitments. Our liability cap in clause 15 applies to them.

10. Force majeure

10.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of government, changes in law, epidemics, utility or telecommunications failure, and third-party infrastructure outages not caused by the affected party. The affected party must notify the other and use reasonable efforts to mitigate. This clause does not excuse payment of amounts properly due.

11. Confidentiality

11.1 Each party must keep confidential the other's non-public information received in connection with these Terms, use it only for purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority (with notice to the other party where lawful). These obligations survive termination for 5 years, and indefinitely for personal data and for records subject to statutory duties.

12. Intellectual property and feedback

12.1 DPW and its licensors own the Platform, its software, designs, workflows, templates and brands (including "CSFile"). You receive only the limited right to access and use the Platform under these Terms; no other rights are granted. You must not copy, modify, reverse engineer (except as permitted by law), resell or make the Platform available to third parties except as these Terms allow.

12.2 If you give us feedback or suggestions about the Platform, we may use them without restriction or obligation, provided that this does not grant us any rights in your Customer Content.

13. Term, termination, export and deletion

13.1 These Terms start when your account is registered and continue until terminated.

13.2 Convenience. Either party may terminate these Terms for convenience on at least 30 Business Days' written notice.

13.3 Breach. Either party may terminate immediately by written notice if the other commits a material breach and, where the breach is remediable, fails to remedy it within 14 Business Days of a written notice describing it. We may also terminate immediately where clause 8.1(a), (c) or (d) applies and the ground is serious and not capable of remedy.

13.4 Effect of termination — export window. For 30 Business Days after termination takes effect we will make your Customer Content available for export in a commonly used format, at no additional charge for reasonable export volumes. After that window we will delete or de-identify Customer Content in accordance with Doc 17 — Document Retention / Records Notice ("Retention Notice"), except records that DPW or a Participating Firm must retain under applicable law (including customer due diligence and accounting records subject to statutory retention periods, which for CDD records is at least 5 years). Termination of these Terms does not terminate any Engagement with a Participating Firm, which is governed by Doc 03, and does not relieve either party of accrued obligations.

13.5 Clauses intended to survive termination (including clauses 6, 11, 12, 13.4, 15, 16, 20 and 21) survive.

14. Data portability

14.1 In addition to clause 13.4, while your account is active you may export your Customer Content using the Platform's export functions or by written request, and if you decide to move to another provider we will provide reasonable cooperation to export your Customer Content in a commonly used format. Nothing in this clause limits the Participating Firm's own statutory obligations to hold and hand over records, or your rights under the PDPA (see Doc 19 — Data Subject Request Procedure).

15. Liability

15.1 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 liability that cannot be excluded or limited under Singapore law, including rights under the Consumer Protection (Fair Trading) Act 2003 that cannot lawfully be limited.

15.2 Subject to clause 15.1, neither party is liable for indirect or consequential loss, loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data (except DPW's obligation to restore data from its most recent backup where the loss was caused by DPW).

15.3 Subject to clauses 15.1 and 15.2, the total aggregate liability of DPW arising out of or in connection with these Terms and the Platform Services, however arising, is limited to the fees paid by the Customer to DPW for Platform Services in the 12 months immediately preceding the event giving rise to the claim.

15.4 DPW is not liable for: (a) the acts, omissions or advice of any Participating Firm or Professional — your remedies for Professional Services lie against the Firm under Doc 03; (b) decisions, discretion, delay or outcomes of ACRA, IRAS or any other government authority; or (c) your reliance on AI output contrary to the AI Terms (Doc 09).

16. Indemnity

16.1 The Customer will indemnify DPW against losses, damages and reasonable costs (including reasonable legal costs) that DPW incurs from a third-party claim or regulatory action to the extent arising from: (a) Customer Content that is unlawful or infringes third-party rights; or (b) use of the Platform by the Customer or its Users in breach of law or the AUP (Doc 08) — in each case except to the extent caused by DPW's breach of these Terms or its negligence. DPW must notify the Customer of the claim promptly, allow the Customer reasonable conduct of the defence where appropriate, and take reasonable steps to mitigate.

17. Changes to these Terms

17.1 We may update these Terms. For a material change that reduces your rights or increases your obligations, we will give at least 30 Business Days' notice before it takes effect, by email or prominent Platform notice. If you do not accept a material change, you may terminate these Terms by written notice before the change takes effect; clause 13.4 applies, and you will receive a pro-rata refund of prepaid, unused fees in accordance with the Payment Terms (Doc 10), clause 11.2.

17.2 Changes do not apply retrospectively and do not affect fees already paid for a period or Service Orders already concluded, except changes we must make to comply with law, which take effect as required.

17.3 Subprocessor objection. If we notify a change of subprocessor under Doc 06 — Subprocessor and Service Provider Notice and you reasonably object on data-protection grounds, and we cannot offer a reasonable alternative that avoids the objected-to subprocessor within 14 Business Days of receiving your objection, you may terminate the affected Platform Services by written notice; clause 13.4 applies to the terminated services, and you will receive a pro-rata refund of prepaid, unused fees for those services in accordance with the Payment Terms (Doc 10), clause 11.2.

18. Notices

18.1 Notices under these Terms are given through the electronic channels set out in the E-Comms Consent (Doc 16), and take effect at the times set out in Doc 16, clause 2.2 (deemed delivery). Notices to DPW: in writing to DPW Pte. Ltd., 247B Victoria St, Singapore 188033, or to the notice email address published on the Platform. Notices to you: to your registered account email or by Platform notice.

19. Assignment

19.1 You may not assign or transfer these Terms without our prior written consent (not to be unreasonably withheld). We may assign these Terms to an affiliate or in connection with a merger, reorganisation or sale of the business to which they relate, on written notice to you. If an assignment materially prejudices you, you may terminate these Terms by written notice, with termination taking effect on the date of the assignment or on any later date you elect; clause 13.4 applies, and you will receive a pro-rata refund of prepaid, unused fees in accordance with the Payment Terms (Doc 10), clause 11.2.

20. Disputes, governing law and jurisdiction

20.1 The parties will first attempt in good faith to resolve any dispute by negotiation between authorised representatives. If not resolved within 30 Business Days, the parties will attempt mediation at the Singapore Mediation Centre before starting court proceedings, except that either party may seek urgent injunctive relief at any time.

20.2 These Terms are governed by Singapore law, and the courts of Singapore have non-exclusive jurisdiction.

21. General

21.1 These Terms, the documents incorporated under clause 1.2, and each Service Order form the entire agreement between you and DPW about the Platform Services and supersede prior platform-related agreements, without excluding liability for fraud. If any provision is unenforceable, the remainder stays in force. A waiver must be in writing. No third party has rights under the Contracts (Rights of Third Parties) Act 2001 except that Participating Firms may enforce clauses expressed to protect them.