Lanturn Group Standard Terms & Conditions

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

1. Service
   • By engaging Lanturn to provide the Service, the Client affirmatively and unconditionally accepts these Terms.
   • To provide the Service, Lanturn may upload the Client’s information and documents onto the Platform. In order to use the Platform and the Service, the Client must provide all information and documents requested by Lanturn. To the extent such information contains personal data (“Personal Data”), the Client undertakes and warrants that the Personal Data provided to Lanturn shall at all material times be accurate, up-to-date and complete.
   • In case of any change in the Personal Data, the Client shall update it as soon as practicable. Lanturn shall not in any way be held responsible or liable in the event that the Client fails to update the Personal Data or fails to notify Lanturn of any change in the Personal Data.
   • Lanturn reserves the right to audit and verify Your usage of the Service to ensure compliance with these Terms. This may include reviewing account access logs, Client activities, and company records. If Lanturn determines that You have exceeded the permitted number of Clients or violated usage restrictions, Lanturn may request immediate corrective actions, including the registration of additional users; charge additional fees for excessive or unauthorised usage; and suspend or terminate access if corrective actions are not taken within a reasonable timeframe.
   • The Client acknowledges that Lanturn’s performance of the Service is dependent upon the accuracy, completeness and timeliness of information provided by the Client. Lanturn shall not be responsible for any loss, penalty, sanction, filing default or other consequence arising from incomplete, inaccurate or late information provided by the Client.
   • If Lanturn detects or reasonably suspects that the Service is being accessed or used by any individual who is not a registered Client or authorised representative of the Client, Lanturn reserves the right to suspend or terminate Your access to the Service; charge additional fees for each unregistered or unauthorised Client at Lanturn’s sole discretion; and take legal or other necessary actions to enforce compliance.
   • Lanturn may at any time suspend or discontinue any part of the Service, including support enabling the use of the Platform. Lanturn will make reasonable efforts to ensure that the Service is available, however, such services may be interrupted to conduct maintenance, repairs, upgrades, or network or equipment failures.
   • The operation of the Service may be affected by external events including but not limited to epidemics, strikes, blockades, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events. Lanturn will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to the Client or third party connected with the Client or any such events or any other event beyond Lanturn’s reasonable control.
2. Confidentiality and Data Protection
   • A Party to these Terms may from time to time make Confidential Information available to the other Party. “Confidential Information” means all non-public, confidential or proprietary information disclosed before, on, or after the date we start providing our services to You by a Party (“Disclosing Party”) to the other Party, or to its employees, officers, directors, agents, attorneys, or accountants whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”.
   • Confidential Information includes, without limitation, all information concerning the past, present and future business affairs of the Disclosing Party, including finances, customer information, supplier information, products, services, organisational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies.
   • Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
   • Each Party agrees to not disclose, or permit to be disclosed, the Confidential Information of the Disclosing Party to any person or entity except to Disclosing Party’s Representatives, or where required by the law, for the duration of the Agreement between the Parties and for a period of 5 years after its termination.
   • Without the express prior written permission of the Disclosing Party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the Disclosing Party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the Disclosing Party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisers (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.
   • Without the express prior written permission of the individuals involved, any use of Lanturn personnel information including but not limited to the nominee directors’ and company secretaries’ personal information including but not limited to name, identification number, email address and contact number for the registration of any accounts or for any other purposes is prohibited. Lanturn reserves the right to take legal action and also to terminate our services should such a situation arise.
   • The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Clause 2 in addition to any other remedy to which the Disclosing Party is entitled at law or in equity.
   • Lanturn shall comply with the Personal Data Protection Act 2012 (“PDPA”) in the collection, use, disclosure, and processing of Personal Data. By using the Platform and Service, You acknowledge and consent to the collection, use, and disclosure of Personal Data in accordance with the Privacy Policy.
   • Lanturn shall not disclose any Personal Data to third parties except as required by law, as set out in our Privacy Policy or with Your express consent.
   • By using and/or accessing the Platform, Website or any of the Service, You acknowledge that You have read and agree to the Privacy Policy, which shall be read together with and shall form an integral part of these Terms. You consent to the collection, use and/or disclosure or handling of the Personal Data for the purposes set out in the Privacy Policy.
   • By using the Platform, Website and any part of the Service, You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message, information or Personal Data submitted through the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
   • Subject to the Privacy Policy, Lanturn will maintain certain Personal Data strictly for internal purposes, including but not limited to managing the performance and functionality of the Website, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and to improve or enhance the Service by, among other things, testing and developing internal systems and operational tools. For the avoidance of doubt, the foregoing purposes shall not involve the use, processing or exchange of Personal Data externally or through the public domain unless required pursuant to any statutory order or legal obligation.
3. Intellectual Property
   • By agreeing to these Terms, You agree to only subscribe to the use and access of the Service. You acknowledge that You have a limited right to access and use the Service and that no ownership rights are transferred to You under these Terms. Provided that You comply with these Terms, Lanturn hereby grants You a worldwide, limited non-exclusive, non-assignable, non-transferable and revocable licence to use the Platform in order to gain access to the Service.
   • The Parties acknowledge and agree that all rights, title and interest (including, without limitation, intellectual property rights) in and to the Service (including the Platform, underlying software and any software or documentation made available to the Client through the Service, which includes any enhancements, modifications or derivative works associated thereto), and Lanturn’s trademarks, names and logos, processes, know-how, data, documents and any other materials created or provided by Lanturn or obtained from Lanturn in connection with these Terms (“Lanturn IP”) belong solely and exclusively to Lanturn.
   • Lanturn IP shall not be reproduced, modified, adapted, distributed, published, translated, altered, displayed, uploaded, broadcast, transmitted or hyperlinked in any manner and in any form without Lanturn’s prior written approval.
   • Save for the rights expressly granted to the Client under these Terms, the Client shall have no other rights, title or interest in or to the Service (including any software or documentation made available to the Client through the Service) and to Lanturn IP.
   • Lanturn and the Client may use third party software and application programming interfaces (“APIs”) when using the Platform or the Service. Lanturn does not guarantee the reliability of such third-party software or APIs. The Client agrees that Lanturn is not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the Platform or the Service.
   • You retain full ownership and responsibility for all documents, data, and content created, uploaded, or submitted by You through the Platform (“Client Content”). However, by using the Platform, You grant Lanturn a non-exclusive, royalty-free, worldwide license to process, store, and use such content solely for the purpose of providing the Service. Lanturn shall not claim ownership of Client Content nor use, modify, distribute, or disclose such content for any purpose other than delivering the Service, unless required by law or with Your explicit written consent.
4. Payment
   • Unless You choose to terminate Your Agreement with Lanturn at least ninety (90) days before the end of the applicable term, the Agreement will automatically renew.
   • Unless expressly stated otherwise in these Terms, all prepayments of Fees for the Service are strictly non-refundable. This includes, but is not limited to, upfront payments for subscriptions, renewals, and one-time service fees. No refunds, credits, or offsets shall be provided for partial use, unused portions of a subscription, or early termination, except as explicitly permitted under these Terms.
   • In the event that any fees are due for Service not set out in the Platform or the Website, Lanturn shall issue an invoice to the Client for any such Service provided. The Client shall pay the fees set out in the invoice within two (2) weeks of receipt of the invoice.
   • Lanturn reserves the right to decline a request for Service for any reason. Notwithstanding Clause 4.2, Lanturn will refund any fees prepaid where Lanturn declines to provide the requested services before any services have been performed, provided that no services have been provided to the Client.
   • All payments are processed by an independent third-party payment processor. Lanturn excludes all liability for any loss or damage that might arise from the processing of the Client’s payment information, and the terms of service of that independent third-party payment processor shall apply.
   • The Client acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then the Client’s liability to Lanturn will automatically be deemed a debt immediately due and payable.
   • All Fees for Service are exclusive of GST or VAT, sales tax or any other taxes that may be applicable or levied in connection with the Service, unless otherwise stipulated in an official invoice issued by Lanturn.
   • If the Client does not pay for any of the Service in full and on time, then Lanturn reserves the right to either terminate the Agreement with the Client; and/or suspend and/or terminate the Service, in whole or in part, with immediate effect and without liability. If the Client fails to make full payment by the due date, any outstanding payments owed shall be subject to a late payment interest of 18% per annum until full payment is received.
   • Lanturn shall not be responsible for any penalties, late filing fees, regulatory sanctions, losses or damages arising from any suspension of Service due to the Client’s failure to make payment when due.
   • The costs and payment of applicable taxes shall be borne by the Client. Where Lanturn makes the initial payment of such taxes, You shall pay all of Lanturn’s invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges. Where We do not receive full payment as a result of You not paying Your bank charges, a separate invoice shall be sent to You for the amount of the unpaid charges.
5. Deposits
   • Lanturn may require a Client to provide a deposit as security for the provision of certain Service (“Deposit”). The Deposit may be used by Lanturn:
     (a) to setoff against any unpaid sums, including but not limited to maintenance and administrative surcharges, for the Service rendered and which continue to remain outstanding for a period of no less than thirty (30) calendar days from the date such sums fall due;
     (b) to pay any administrative charges, sanctions and filing fees incurred under the Client’s account to the relevant authorities including but not limited to, the Accounting and Corporate Regulatory Authority (“ACRA”) and the Inland Revenue Authority of Singapore (“IRAS”), as the case may be, for any actions taken by Lanturn when discharging its duties under the law; and
     (c) to settle any costs incurred by Lanturn towards enforcing its right to reclaim the outstanding sums described in sub-clause (a) of this Clause 5.1.
   • If the Client fails to make any attempt to reclaim the excess funds within ninety (90) days, then any excess funds shall be deemed forfeited and non-refundable and Lanturn shall be discharged from any further obligations to You in respect of these funds. Further, the Client agrees to waive any future claims against Lanturn and/or its affiliates, officers, directors and employees in respect of such funds. Should the Client attempt to do so, the Client unconditionally and unequivocally agrees that Lanturn shall be entitled to rely on this provision to have the Client’s claim struck out.
6. Limitation of Liability
   • You acknowledge and agree that Lanturn (together with its officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable to You for any losses and/or liabilities whatsoever, other than in cases resulting from Lanturn’s gross negligence, arising out of or in connection with:

• Your Use of or reliance on the Service made available via the Platform or Your inability to use the Platform and/or the Service (as the case may be);
• any failure to perform the Service, in part or in full, due to third party APIs and/or abnormal and unforeseen circumstances beyond Lanturn’s control, including phone network failures or You being out of mobile coverage;
• any inaccuracy or other defect in any document or information You supply; or
• any failure to provide the Service arising out of or in connection with the Client’s breach of these Terms.
  • The Service and the content and documents generated by the Platform are provided on an “as is” basis. No assurance, representation or warranty of any kind is made whether express, implied or statutory including but not limited to warranties of title or implied warranties of merchantability or satisfactory quality, fitness for a particular purpose or non-infringement.
  • Lanturn will make every effort to provide high quality services, however, it does not make any representation or warranty that the information or content provided as part of the Service will be entirely correct and up to date; the documents generated as part of the services will be accurate, adequate, reliable or free from defects, errors or omissions, suitable for a particular purpose or legally sound; the services are free from bugs or viruses; correspondence between a Client and Lanturn will be free from interception, corruption, error, delay or loss; access to the Service will always be available or uninterrupted, particularly if the unavailability or interruption is caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; or use of the Service will achieve any particular result and meet Your expectations with respect to a specific commercial objective.
  • Neither party shall be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of or in connection with these Terms.
  • Any liability of Lanturn to the Client shall be limited to the total amount paid by the Client to Lanturn for the Service in the twelve (12) months preceding the liability. Notwithstanding the foregoing, Lanturn reserves the right, at the Client’s expense, to assume the exclusive defence and control of any matter for which the Client is required to indemnify Lanturn, and the Client agrees to cooperate, at his/her sole expense, with Lanturn’s defence of such claims. Lanturn will use reasonable efforts to notify the Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

7. Indemnity
   • You agree to indemnify and hold Lanturn (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from Your breach of these Terms, and/or any third party intellectual property infringement.
   • Both Parties shall comply with all applicable laws and regulations, which for the avoidance of doubt, includes all applicable privacy and data security laws; anti-money laundering and counter-terrorism financing laws; anti-bribery and anti-corruption laws; export control and sanction laws; modern slavery laws; and occupational health and safety laws.
   • The Client shall indemnify Lanturn (and/or any of its affiliates, officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Lanturn arising from the Client’s breach.
   • Notwithstanding anything in these Terms, in the event of persistent or impending breach by the Client of these Terms or any applicable laws, as may be reasonably determined by Lanturn in its sole and absolute discretion, Lanturn shall be entitled to pursue such legal and administrative recourse as may be necessary, including taking such actions as are reasonably necessary to discharge Lanturn’s legal or regulatory obligations and/or to mitigate the effects of such breach or default. This shall be in addition to and shall not adversely affect any other rights or remedies available to Lanturn under applicable laws.
8. Unobjectionable Source of Funds & Forbidden Activities

By using the Service and the Platform, the Client declares that to the best of its knowledge and belief no monies or other assets being utilised in its ordinary course of business or placed at its disposal or by any third party are derived from any activities that could constitute criminal offences or infringements of any regulations under criminal law, including (but not limited to) organised crime, money-laundering, dealing in narcotics or arms, fraud, insider dealing etc, or otherwise constitute a breach of any laws and regulations of any jurisdiction in which the Client and/or its affiliates have any establishment, dealings or are otherwise active or are in any way associated with or connected to; nor shall the Client be used in any activities which include any of the foregoing.

9. Termination
   • Either Party shall have the right to terminate the Agreement and the Service by providing written notice to the other Party at least 90 days in advance.
   • In instances where the Client has withheld information or not followed procedure as required under the Act and as listed in the Agreement and these Terms, we reserve the right to terminate the Agreement and the Service and resign as a corporate service provider. All costs of our resignation are borne by the Client, and no pro-rata refund of the Service or any additional services will be available.
   • At the termination of the Agreement, we will return the Client’s books, records and documents in our possession to the Client upon settlement of all our fees. We shall have a lien over all documents until You pay our invoices. We will release these documents to You or Your new service provider if they undertake to us to protect our lien.
   • Our own files, work papers, records and other documents generated by us internally pertaining to the Agreement are our property and may be retained by us. These will include, for example, minutes of meetings, administrative records, time and expense reports, personnel and staffing materials, internal correspondence and accounting records.
   • In the event of the termination of the Agreement in accordance with this Clause 9, no portion of any payments of any kind whatsoever previously provided to Lanturn hereunder shall be owed or be repayable to the Client. All payments under the Agreement and these Terms will be irrevocable, non-refundable, and non-creditable.
10. Variation of These Terms
    • Lanturn may amend these Terms from time to time. Minor or administrative updates that do not materially affect Your rights or obligations may be made without prior notice.
    • If Lanturn makes material changes to these Terms that may negatively impact Your rights or obligations, Lanturn will use reasonable endeavours to provide You with at least 30 days’ notice before the changes take effect. If You continue to use the Service after this period, You will be deemed to have accepted the revised Terms.
11. Waiver and Severability
    • A Party’s failure to enforce a provision in these Terms is not a waiver of that Party’s right to do so later, unless such Party waives such right to enforce the said provision in writing.
    • If a provision in these Terms is found to be unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.
12. Third-Party Rights

Only the Client and Lanturn shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act 2001 or otherwise.

13. Governing Law and Jurisdiction
    • These Terms shall be construed in accordance with and governed in all respects by the laws of Singapore.
    • Each party irrevocably agrees that the Courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
14. Definitions

“Act” means Companies Act 1967.

“Agreement” means any written agreement entered into and executed by and between the Client and Lanturn for the provision of Service by Lanturn.

“Client”, “You” or “Your” refers to the entity to which Lanturn is providing Company Secretary, Registered Address, Nominee Director, Accounting, Payroll and/or Employment Agency services to.

“Lanturn” refers to Lanturn Pte. Ltd. or Lanturn Fund Services Pte. Ltd. as applicable.

“Privacy Policy” refers to Lanturn’s privacy policy available at https://www.lanturn.com/sg/privacy-policy.

“Service” means the services provided by Lanturn to the Client as described in the applicable Agreement, quotation, proposal, invoice, engagement letter, Platform or Website.

“Platform” means Lanturn’s proprietary cloud-based technology platform.

“Website” refers to https://www.lanturn.com/sg.