“Company” or “Client” refers to the entity which Lanturn is providing Company Secretary, Registered Address, Nominee Director, Accounting, Payroll and/or Employment Agency services to.
“Lanturn” refers to “Lanturn Pte. Ltd.”, “Lanturn Fund Services Pte. Ltd.” and any other affiliated entities.
“Service” shall mean work performed by Lanturn as part of the Fee.
“Term” shall mean the period of time the Service is retained by the Client
“Act” refers to the Singapore Singapore’s Companies Act (Chapter 50).
“Website” refers to https://www.lanturn.com/sg
The Terms and Conditions of the Agreement supersede all prior written and oral communication with the Client regarding their terms of the Agreement, and except as otherwise provided herein can only be modified by written agreement signed by the Client and Lanturn’s authorized representative.
The Terms and Conditions detailed below are binding on any use of the Service that applies to the Client from the time that we provide the Service to the Client.
We reserve the right to change these Terms at any time, effective upon the posting of modified terms. We will make every effort to communicate these changes to the Client via email or notification via the website. It is the Client’s obligation to ensure that Client has read, understood, and agreed to the most recent terms available on the website.
By signing the Quotation/Engagement Letter for the Service, the Client acknowledges that they have read and understood these Terms and have the authority to act on behalf of any person for whom the Clients are using the Service. By continued use of the Service, the Client is deemed to have agreed to these Terms on behalf of any entity for whom the Client uses the Service.
- Quoted prices are based on a one year (12 months) contract length for all recurring services unless otherwise agreed. This includes services with external partners/parties (if any). Any discounts indicated in the initial quotation are valid for the first year of engagement only.
- Payment to Lanturn can be made via Stripe, Credit Card, PayNow or Bank Transfer. Details of payment can be found in invoices.
- Quoted prices are based on upfront annual prepayment, net seven (7) days upon issuance of the invoice, unless otherwise agreed. Any delay in payment shall merit an additional charge of two percent (2%) of the total billable amount for every two (2) weeks the payment is delayed.
- Should payment not be made without informing Lanturn within a period of two (2) weeks from the invoice date, Lanturn has the right to stop work or put services on hold.
- There will be an automatic renewal of this contract unless expressly communicated in writing by either Party (being either Lanturn or the Client) giving one (1) months’ notice in advance. Should there be a request for additional services not indicated or agreed upon in the quotation or contract (if any), these extra services will be charged separately.
- No refunds will be given should the client decide to terminate the contract before the expiry date. This agreement shall continue unless determined by one month’s notice in writing given by either party. However, there will be no pro-rata refund of fees for services cancelled during the term.
- Services quoted will be delivered in accordance with compliance and accounting regulations in Singapore. Liabilities and performance of any third-party vendors utilised or introduced to the Client are exclusive of this Agreement.
- The Company Secretary is an extension of the Client’s organisation. As such, Lanturn seeks the full cooperation of the client to keep the Company Secretary informed of matters pertaining to the Companies Act (the “Act”). Lanturn reserves the right to carry out its fiduciary responsibilities under the Act.
- Lanturn shall provide the Service commencing from the Term date between the hours of 9:00am to 6:00pm Monday to Friday. The Client can request us to perform the Service outside these hours on an ad hoc basis.
- For the entire period of this Agreement and for a period of twenty-four (24) months thereafter, Client hereby represents and warrants that it will not recruit, solicit, induce, or attempt to recruit, solicit or induce any employee of Lanturn or any of its parents, affiliates, and subsidiaries, for employment internally or employment in any other company or business.
- The Client undertakes to inform Lanturn within fourteen (14) days when there is an update to the main point of contacts of the Company as well as an update to the ID number, address, contact number and email address of the directors/shareholders of the Company.
- Except as indicated in Clauses 26 and 27, the Client and Company undertakes to respond to Lanturn within seven (7) days should Lanturn sent any request for items and information from the client, unless a separate timeline is otherwise agreed in electronic mail communication.
- Neither party, including external partners or parties, shall be responsible for failure to fulfil any obligations due to causes beyond its reasonable control. The Client and Lanturn hereby agree to submit to the non-exclusive jurisdiction of the courts of Singapore in any dispute touching and concerning these Terms and Conditions or the rendering of the Services hereunder.
For Clients Taking on Registered Address Services
- The Client recognizes that all Singapore-registered entities shall have a registered office in Singapore and shall:
- Be responsible for notifying government and regulatory authorities and other third parties of the location of the registered office as and when any changes arise;
- Bear all disbursements to the relevant authorities and other disbursements including transport, printing & stationery, postages and other related expenses
- In the event that Lanturn is engaged to provide the registered address, Lanturn will:
- Provide its address as the Client’s Registered Office Address with effect from the date as passed in the relevant Directors’ Resolution;
- Comply with the requirements of the Companies Act with regards to the maintenance of a registered office;
- Allow inspection of the Client’s Statutory Registers kept at the Registered Office, unless they are not kept at the Registered Office and relevant lodgement to ACRA had been made accordingly;
- Open all communications received by Lanturn which are addressed to the Client, unless instructed otherwise, including:
- all official correspondence and notices of proceedings; and
- documents which are specifically addressed to the Client’s registered office.
- Forward all communications listed in (i) and (ii) above to the Client through upload to the Zave Timeline or email, as required, to such email ID specified by the Client, in a timely manner.
- In the event that Lanturn is engaged to provide the registered address, the Client will:
- Undertake to respond to queries on any registered mail received, requiring a response, in reasonable time (within one (1) week after Lanturn has initiated email correspondence);
- Bear all disbursements to the relevant authorities and other disbursements including transport, printing & stationery, postages and other related expenses;
- Bear all additional costs relating to mail forwarding (as and when required);
- Upon cessation of the Registered Address service, the Client undertakes to notify all relevant parties of their new address and Lanturn shall not send to the Client any further communications that Lanturn receives after one (1) month of cessation of service.
For Clients Taking on Nominee Director Services
- Lanturn may consent to the provision of a Nominee Director to the Client and Company as requested.
- The Nominee Director Service shall be subject to the Terms and Conditions of a Nominee Director Agreement.
For Clients Taking on Work Pass Services
- Lanturn is the holder of Select Employment Agency License (License No.: 19S9612) granted by the Ministry of Manpower.
- In the event that the Client engages Lanturn for any Work Pass (including by not limited to Employment Pass, EntrePass, S-Pass) or Dependent Pass Application, the Client agrees to provide to the Lanturn all information and supporting documents required for the Application.
- The Client confirms their understanding that approval and duration of the Work Pass and/or Dependent Pass is at the discretion of the Ministry of Manpower. No refunds are to be given should the application be unsuccessful.
- The Client confirms that it has read the Tripartite Guidelines on Fair Employment Practices and understood its responsibility to adopt fair employment practices formulated by the Tripartite Alliance for Fair and Progressive Employment Practices.
- The Client consents to the collection and use of the information in the form by the Government of Singapore, and consented to the sharing of that information with other government and non-government agencies, for such purposes as are relevant to that agency.
- The Client confirms its understanding that fees quoted for Work Pass and Dependent Pass include government fees for the application and Pass issuance but exclude any additional services required to bring the Employee and/or their families to Singapore.
For Clients Taking on Accounting, Payroll and Tax
- Lanturn does not manage communication with third parties. All communication will be via the Client.
- As part of payroll services, Lanturn will provide access to Staff Leave system which will be managed by the Client.
- All services are provided as per Singapore regulations. Lanturn will not be responsible in cases where inaccurate information was provided by the Client to the servicing team.
For Clients who take on monthly closing services
- The Client agrees to send monthly documents by the first week of the following month (e.g. documents for month of February should be provided by 7 March) to give Lanturn sufficient time to complete the work.
For Clients who take on yearly closing services
- The Client agrees to send documents for annual closing within two weeks after request to give Lanturn sufficient time to complete the work.
- Only digital copies of all the secretarial documents shall be provided and maintained unless expressly stated.
- Lanturn will not be held liable for the maintenance of any physical secretarial documents, where digital format of the documents are available.
- Where the documents are sent for digital signature, they will be sent via the secure service to the authorized email ids of the respective persons.
- The respective person shall then sign the document using the secure service .
- If the Parties have previously signed any agreements governing the disclosure of confidential information, those prior agreements shall remain in full force and effect, but any such disclosures made hereunder shall be governed by the terms of this Agreement.
- The Client’s confidential information shall include, but not be limited to: business and marketing plans, Client names, prospective Client names, terms and pricing of this Agreement, work in progress, servicing, financing or ;
- The Parties agree to hold each other’s confidential information in confidence during the Term of this Agreement and for a period of 3 (three) years after cancellation of this Agreement.
- Neither Party, including its subcontractors, shall be responsible for failure to fulfil any obligations due to causes beyond its reasonable control.