Terms & Conditions

Terms and Conditions of Service

BY ACCESSING OR USING ANY SERVICES, YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS AND OUR DATA PROTECTION AND PRIVACY POLICY. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING RISKS AND OBLIGATIONS.

These terms and conditions of service (these “Terms”) are made between:

(1) Tianlong Services Pte. Ltd., a company incorporated under the laws of Singapore (UEN 201827057D), with its registered office at 8 Marina View, Asia Square Tower 1, #43-01, Singapore 018960 (“Tianlong”, “we”, “us” and/or “our”); and

(2) “You”, a “User”, who is a company which will or has been incorporated using the Client Portal or which is already a client of Tianlong, intends to use or has subscribed to a Tianlong Service (defined below), or an individual linked to your company whether as shareholder, director, officer, employee or user of the Client Portal on behalf of your company.

(Tianlong and You are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)

Recitals

A. Tianlong provides certain corporate, accounting, payroll, and advisory services as set out in clause 1 (the “Services”) to Users through its proprietary cloud-based client portal (the “Client Portal”) hosted at corpservices.tianlong.co, and through such other engagement channels as Tianlong may from time to time make available.

B. You intend to engage Tianlong to provide some or all of the Services by entering into an engagement letter or order form with Tianlong and/or by subscribing to the Client Portal, in each case subject to these Terms.

1. Services

Users may engage Tianlong to provide certain business services. These Services may include, but are not limited to, any of the following:

1.1 Company incorporation

• incorporation of Singapore companies and lodgement of incorporation documents with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”);
• preparation of incorporation resolutions, share certificates, statutory registers, and other related documentation.

1.2 Corporate secretarial services

• appointment of a named company secretary in accordance with section 171 of the Companies Act 1967;
• maintenance of statutory registers on the Client Portal in accordance with applicable legal requirements;
• lodgement and payment of regulatory filings with ACRA, including annual returns, changes of officers, shareholders, share capital, registered office, and particulars of officers or shareholders;
• preparation of corporate resolutions in connection with the governance of your company;
• provision of a nominee director as required by section 145 of the Companies Act 1967, subject to your entering into any supplemental documents requested by Tianlong.

1.3 Registered office address and mailroom

• provision of a registered office address at our registered office;
• receipt, scanning and forwarding of mail addressed to your company.

1.4 Accounting, bookkeeping and tax services

• preparation of management reports;
• preparation of annual unaudited financial statements;
• preparation of financial statements in XBRL format;
• maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger;
• performance of bank and other accounts reconciliation;
• GST computation, registration, and submission;
• corporate tax computation and submission to IRAS;
• liaison with external auditors and tax authorities, where required.

Disclaimer

Tianlong is not a licensed audit firm under the Accountants Act 2004 and shall not provide statutory audit opinions or any other regulated audit services.

1.5 Payroll services

• salary calculation on a monthly basis;
• salary payment to employees according to the designated method;
• automatic generation of monthly pay slips;
• CPF registration and payment;
• preparation and issue of IR8A forms;
• preparation and submission of the Auto-Inclusion Scheme with IRAS;
• maintenance of payroll files for each employee.

1.6 CFO-as-a-Service

• financial planning and analysis support;
• cash flow management and treasury operations;
• operational support for fundraising and investor reporting;
• liaison with auditors, banks, and advisers.

Disclaimer

Tianlong is not a licensed financial adviser under the Financial Advisers Act 2001 or the Securities and Futures Act 2001.

1.7 Work pass services (provided through outsourced partner)

Work pass application, renewal and cancellation services are facilitated through an outsourced delivery partner.

Where Clause 1.7 applies, You acknowledge and agree that:

(a) different terms and policies may apply to the Work Pass services;

(b) you may need to enter into a direct contractual relationship with the Work Pass Partner;

(c) Tianlong is not liable for the acts or omissions of the Work Pass Partner;

(d) you shall fulfil all reasonable requests related to the Work Pass services.

1.8 Document templates

Document templates provided by Tianlong are for general informational purposes only and do not constitute legal advice.

1.9 General

By appointing Tianlong as the User’s company secretarial service provider, Tianlong shall carry out the duties of a company secretary in accordance with Singapore law.

The User shall indemnify Tianlong against all claims, costs, taxes and expenses incurred in connection with the Services.

The User shall provide all documents and information required by Tianlong to comply with applicable laws and regulations.

The User represents and warrants that it will not use the Services for unlawful purposes including money laundering, terrorist financing, fraud, or other illegal activities.

The User is responsible for ensuring all submitted information is accurate, complete, and timely.

2. Registration

To access and use the Services, You must be a registered user on the Client Portal or have entered into an engagement with Tianlong.

The Services are strictly for the use of the registered company and its authorised representatives.

Tianlong reserves the right to suspend or terminate access if unauthorised use is detected.

Users must provide accurate and up-to-date User Personal Data at all times.

3. Use of Services

Tianlong may suspend or discontinue any of the Services at any time.

The Services may be interrupted due to maintenance, repairs, upgrades, or force majeure events.

4. Confidentiality and Data Protection

4.1 Definition of Confidential Information

Confidential Information includes business plans, financial information, User Content, technical documentation, and any non-public proprietary information disclosed between the Parties.

4.2 Protection of Confidential Information

Each Party shall use reasonable care to protect Confidential Information and shall not disclose it without prior written consent except where required by law.

4.3 Unauthorised use of Tianlong personnel information

Use of Tianlong personnel information without prior written permission is prohibited.

4.4 Equitable relief

The disclosing Party may seek equitable relief including injunctions for breaches of confidentiality obligations.

4.5 Compelled disclosure

Confidential Information may be disclosed if legally required.

4.6 Compliance with the Personal Data Protection Act

Tianlong shall comply with the Personal Data Protection Act 2012 (PDPA) of Singapore.

4.7 Notification of data disclosure

Tianlong shall not disclose User Personal Data except where required by law or with consent.

5. Intellectual Property

All rights, title, and interest in the Services and Tianlong IP belong exclusively to Tianlong.

Users are granted a limited, non-exclusive, revocable licence to access and use the Client Portal.

Users retain ownership of User Content submitted through the Client Portal.

6. Payment

The Fees payable for Services depend on the selected engagement model.

Recurring services are charged on a subscription basis while one-off services are charged as fixed fees.

All prepayments are strictly non-refundable except where required by law.

Late payments may result in suspension or termination of Services.

7. Deposits

Tianlong may require a refundable Deposit as security for certain Services.

8. Limitation of Liability

The Services are provided on an “as is” basis without warranties of any kind.

Tianlong shall not be liable for indirect, incidental, or consequential damages.

9. Indemnity

You agree to indemnify Tianlong against liabilities arising from your breach of these Terms or applicable law.

10. Termination

Either Party may terminate the Services with thirty (30) days’ written notice.

Following termination, access to the Client Portal may be removed after the Post-Termination Period.

11. Duty of welfare

Tianlong maintains a zero-tolerance policy towards violence, abuse, harassment, or discrimination against employees.

12. Variation of these Terms

Tianlong may amend these Terms from time to time.

13. Force majeure

Neither Party shall be liable for delays or failures caused by Force Majeure Events.

14. Waiver and Severability

Failure to enforce a provision shall not constitute a waiver of rights.

15. Notices, Assignment and Independent Parties

All notices must be delivered by email.

You may not assign rights under these Terms without Tianlong’s written approval.

16. Third-party rights

No third party shall be entitled to enforce these Terms.

17. Governing law

These Terms are governed by the laws of Singapore.

18. Dispute resolution

Disputes may be referred to mediation at the Singapore Mediation Centre.

The courts of Singapore shall have exclusive jurisdiction if mediation fails.

19. Definitions

Definitions in these Terms include ACRA, Client Portal, Fees, GST, IRAS, PDPA, Services, Subscription, Tianlong IP, and other defined terms.

Acknowledgement

By accessing or using any Services, You confirm that You have read, understood, and agreed to be bound by these Terms and the Tianlong Data Protection and Privacy Policy.

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