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    Advisory plan contract terms

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  • Terms of advisory plans

    Updated 14 Oct 2021

    This is a contract between us, kimbo corporate Pte Ltd. ("kimbocorp") and you, (the "primary member"), for the Advisory Plan described below, including Dormant and/or Exempt plans (sometimes described as Advisory Services and collectively referred to as the "advisory plans"). In addition to the kimbo corporate Pte Ltd. ("kimbocorp") Terms of Use, that govern your use of the kimbocorp website, this contract (the "Agreement") constitutes a legal agreement between you and kimbocorp detailing the terms of your use of the Advisory Plans. This Agreement is effective as of the date you accept its terms by purchasing an Advisory Plan membership or accepting a free trial thereof (the "Effective Date"). If you sign up for an Advisory Plan, you accept these terms, conditions, limitations, and requirements. Please read this Agreement carefully. PLEASE NOTE - If you are using a free trial, your trial membership is not subject to the payment or renewal terms enumerated in Section 8(a)-8(d) of this Agreement. 

     

    THE ADVISORY PLANS ARE NOT A SUBSTITUTE FOR ACCOUNTING, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES. 

     

    1. Advisory Plan Membership. We reserve the right to accept or refuse membership in our discretion. You may not transfer or assign your Advisory Plan or these benefits; provided, however, that a Primary Member may extend coverage to his or her designated business, and a Primary Member may extend coverage to his or her Eligible Employees (as defined below) (together with the Primary Member, each a "Plan Member" and collectively the "Plan Group"). The "Effective Date" for each Plan Member other than the Primary Member shall be the date on which the Primary Member elects to extend coverage to such Plan Member.

     

    a. For the purposes of this Agreement, the term "Eligible Employees" shall include:

     

    (i) The Primary Member's employee, associate or consultant;

     

    Each Eligible Employee to whom you extend coverage under this contract is bound by the terms of this contract.

     

    2. Benefits of Advisory Plans. The Advisory Plans provide the following benefits.

     

    a. Membership in a Advisory Plan provides the following benefits (collectively, the "Plan Benefits"):

     

    (i) A Registered corporate entity in a jurisdiction selected by the primary member, including maintenance of compliance and governance of the registered corporate entity, not limited to provision of ordinary resolutions to cover changes to registered address, director and shareholders' particulars, business activities and financial year end. It also includes maintenance of all statutory registers, including but not limited to register of controllers, members and directors. The "exempt" plan includes the setting up of a digital bank account, with ASPIRE or WISE, for the registered corporate entity.

     

    (ii) Web conference consultations with a participating Collaborator, who is a subject matter expert in his/her consulting field (the "Professional"), during normal business hours, of up to one half (1/2) hour meeting each time, maximum 2 times per month. Each consultation include one hour of time researching the topic of the consultation, limited to one consultation research for each new Advisory matter. If the Professional determines after the initial consultation that a document would be of further assistance to a Plan Member, such Professional, in its sole discretion, may provide, for an additional charge. Web consultants include discussion of any of the following:

     

    1. Contacts - provision of suggested stakeholders

    2. Programs - provision of suggested funding, financing, networking, accelerator type programs

    3. Employees - provision of talent sourcing services

    4. Finance - advise on planning for new funding and financing

    5. Intellectual property - advise on IP protection

     

    Web consultations may not include discussion of any of the following:

     

    1. Tax-related matters;

    2. Legal or Corporate law related matters;

     

    Tax and Legal coverage is provided under a separate membership.

     

    (iii) If a Plan Member engages the Professional for services that are not included in the Plan Benefits described in subsections (a)(i) - (c)(ii) above, the Professional shall provide such services at a rate to be agreed between the primary member and kimbocorp;

     

    3. Exclusions; Conflicts. 

     

    a. The following items and matters are specifically excluded from the Advisory Plans, and are not to be considered or treated as Plan Benefits:

     

    (i) Any action that directly or indirectly involves any Professional providing services outside of the Advisory Plans; a Professional may, at its sole discretion and risk, represent himself or herself in a matter in which additional services are pitched to the primary member as a management consultant or similar role;

     

    (ii) Any adversarial action by a Plan Member that directly or indirectly involves any other Plan Member in any Plan Group;

     

    (iv) Any action based on acts or occurrences that are alleged to have occurred or conditions that were reasonably anticipated or foreseeable before the Plan Member's enrolment that did or may give rise to a lawsuit by or against such Plan Member; provided, however, that the Professional may, in its sole discretion and at its own risk, disregard this exclusion;

     

    (vi) Any action that resulted in the prior recruitment or retention by the Plan Member of another professional; provided, however, that the Firm may, in its sole discretion and at its sole risk, disregard this exclusion;

     

    (vii) Any matter involving the laws of jurisdictions outside of the Singapore;

     

    (viii) Any application to an state court against the Plan member; provided, however, that the Professional may, in its sole discretion and at its sole risk, disregard this exclusion;

     

    (ix) Any matter that, in the Professional's opinion, is frivolous in nature or objective; or

     

    (x) Any case matter or requested service that is determined by the Professional to lack sufficient merit to warrant pursuit, or that the Professional determination has been raised an inordinate or unreasonable number of times without a change in circumstances.

     

    b. If the interests of the Plan Member of a Plan Group are adverse to those of another Plan Member in that same Plan Group, only the Primary Member is entitled to receive the applicable Plan Benefits.

     

    5. Not Insurance. The Advisory Plans offered through kimbocorp are not contracts of insurance or indemnification insurance plans, and are not regulated as such. kimbocorp is not an insurance company and does not guarantee representation in every situation. The Advisory Plans provide kimbocorp's customers with access to free and additional advisory services from member professionals. kimbocorp does not reimburse or indemnify any Plan Member or pay any professional for fees or expenses.

     

    6. Use. 

     

    a. General Practices - You acknowledge that kimbocorp may establish general practices and limits concerning use of its Advisory Plans, including without limitation the maximum number of complimentary professional consultations you may receive in a given period of time related to one or all subjects.

     

    b. Right to Change Practices - You acknowledge that kimbocorp reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. However, you have the right to cancel your membership should we materially decrease benefits.

     

    c. Responsibility for Misuse - You are responsible for all expenses incurred or other actions that may occur through your use of an Advisory Plan. You must immediately alert us of any fraudulent, unauthorised, illegal, or suspicious use of an Advisory Plan, or any other breach of security or unauthorised or illegal activity that you reasonably suspect.

     

    7. Authority to Enter Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with this Agreement, you may not sign up for or use any Legal Plan. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in this Agreement and the order you placed, including without limitation, the payment obligations. We are not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication, reasonably believed by us to be genuine and originating from an authorised representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.

     

    8. Payment. 

     

    a. Advisory Plan Membership Fees.

     

    You will be charged in accordance with the billing terms in effect at the time of your initial purchase, unless you are notified of a fee change in accordance with "Fee Adjustments" below. For any Advisory Plan you purchase that is charged in full upon purchase, you agree that for each renewal term for such Advisory Plan, the amount due for the next term will be due and immediately payable in full as of the first day of that renewed term. For each Advisory Plan, your charge remains for each term no matter if you access the Site during that term. In other words, EVEN IF YOU DO NOT USE THE ADVISORY PLAN BENEFITS OR SPEAK WITH A PROFESSIONAL, YOU WILL BE RESPONSIBLE FOR ANY PLAN MEMBERSHIP FEES UNTIL YOU CANCEL YOUR MEMBERSHIP OR IT IS OTHERWISE TERMINATED. For more information regarding cancelling your Advisory Plan subscription, see the "Termination or Cancellation" section below.

     

    b. Billing.

     

    To allow payment for the initial term (see below for definition of initial term) of an Advisory Plan, valid credit card information is due at the time of purchase.

     

    If you have purchased an automatic renewing plan from kimbocorp, your Advisory Plan subscription will renew automatically at the end of the initial term (the "Billing Date") and at the end of each term thereafter unless and until you give notice of your intention to terminate your Advisory Plan subscription pursuant to the terms of this Agreement. If you do not give us notice of such intention, your credit card will be charged for the renewal term of your Advisory Plan subscription on your Billing Date. Your Billing Date for renewals will fall on the same day as the day of the first month when you started the Advisory Plan. kimbocorp may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a pro-rated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless otherwise notified in advance by kimbocorp pursuant to this Agreement, the renewal charge will be equal to the original purchase price for the Advisory Plan.

     

    You agree to pay kimbocorp the fees associated with your Advisory Plan subscription. Additional discounts may be available for members purchasing multiple months up front, as part of certain promotions which may include additional terms and conditions presented with the offer, or where limited by law. A schedule of fees for the Advisory Plan subscriptions is set forth below:

     

    Dormant: $129.00 per month or $1,290 per annum

    Exempt: $329.00 per month or $3,290 per annum

     

    "Initial Term" - For primary members paying monthly after the end of any free trial, you are required to maintain the plan for no less than 12 months. If canceled within this 12 month period, kimbocorp would be eligible to charge a cancelation fee to be calculated based on the length of the remaining period.

     

    c. Notice of Automatic Renewal.

     

    If applicable, we will send a reminder email to the email address of record for your account approximately one week before your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and we are not obligated or required to provide such notice. You acknowledge and agree that (i) your failure to read, (ii) inability to receive, or (iii) the failure of kimbocorp to send the email does not create any liability on the part of kimbocorp or any third-party service provider.

     

    d. Promotional Trial Memberships.

     

    We sometimes offer certain customers various trials or other promotional memberships, which are subject to this Agreement except as otherwise stated in the promotional offers. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING 65 6950 5010 OR OTHERWISE INDICATED, YOUR ADVISORY PLAN MEMBERSHIP WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL TERM. 

     

    e. Advisory Fees.

     

    Fees for non-complimentary advisory services provided pursuant to an Advisory Plan membership shall be paid directly to kimbocorp.

     

    9. Fee Adjustments. kimbocorp may increase its fees for any Advisory Plan membership effective the first day of a renewal term by giving you notice of the new fees at least thirty (30) days before the beginning of the renewal term. If you do not cancel your membership pursuant to Section 10, you shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the next renewal term without any pro rata for the period covered under the prior fee schedule.

     

    10. Termination or Cancellation. 

     

    a. By kimbocorp.

     

    (i) As mentioned under Initial Term above, all primary members on monthly plan are required to maintain their Advisory Plan for a minimum of 12 months, or risk a cancelation fee to be determined based on the outstanding length of time until 12 months.

     

    (II) If payment is not made on the Billing Date, as described in Section 8 above, you will have until the one (1) month anniversary of your Billing Date to correct the credit card information on file and post a payment to your account. If after the expiration of this grace period you have not made any payment on your Advisory Plan membership, your non-payment may result in suspension of service and subsequent termination of your Advisory Plan membership.

     

    (iiI) Your rights to use an Advisory Plan membership is subject to any limits established by kimbocorp or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, kimbocorp reserves the right, in its sole and absolute discretion, to suspend or terminate your access and account, thereby terminating this Agreement and all obligations of kimbocorp hereunder. If a charge made to your credit card is declined, kimbocorp may make up to five (5) attempts to bill that card over a thirty (30) day period.

     

    (iv) If you wish to reactivate your account after such termination, there will be no setup or reactivation fees; provided, however, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the account. When an expired account is reactivated, the new term begins on the date of reactivation.

     

    KIMBOCORP RESERVES THE RIGHT TO APPLY FOR A STRIKING OFF OR WINDING DOWN OF THE REGISTERED ENTITY IF ANY OF THE DEFAULT CLAUSES MENTIONED HERE IS ACTIVATED. BY ENTERING INTO A DEFAULT SITUATION, THE PRIMARY MEMBER MAY HAVE HIS/HER COMPANY STRUCK OFF THE CORPORATE REGISTRAR. SUCH ACTIONS ARE CARRIED OUT UNDER THE CAPACITY OF KIMBOCORP AS LEGAL CORPORATE SECRETARY OF THE COMPANY, AND KIMBOCORP, ITS EMPLOYEES, AGENTS, ASSOCIATES AND STAKEHOLDERS, WOULD BE FULLY INDEMNIFIED AGAINST ALL FINANCIAL LOSSES INCURRED BY THE PRIMARY MEMBER, ITS EMPLOYEES, AGENTS, ASSOCIATES AND STAKEHOLDERS IN SUCH A SITUATION.

     

    b. By Primary member.

     

    (i) After you have acknowledged this Agreement on kimbocorp.com or any of our websites, you have 30 days ("free trial") in which to decide if kimbocorp's services are right for you. If during this period you decide that you are not satisfied with the Services or terms of the Agreement, you may apply to cancel the free trial and have any prepaid amounts refunded. If the free trial is canceled and you have not sought advisory services pursuant hereto within this time period, this Agreement shall be void from the beginning and the parties shall be in the same position as if this Agreement had not been issued.

     

    (ii) After you have subscribed to become a paying primary member, you will have the right to cancel your Advisory Plan membership, subject to the initial term in clause 8(b), by calling our Support Staff at 65 6950 5010, or by emailing us at support@kimbocorp.com or by cancelling online through your company's dashboard portal. After such cancellation, your Advisory Plan will remain active until the end of then-applicable period.

     

    c. Services after Termination.

     

    After termination of your Advisory Plan membership, either by you or by kimbocorp, you will not be able to access the corresponding Advisory Plan offerings; provided, however, that any access rights to a Advisory Plan granted you through a separate channel (e.g., through another Advisory Plan membership) will remain in full force and effect unless and until separately terminated or cancelled.

     

    11. Dispute Resolution. The parties agree to arbitrate all disputes and claims pursuant to the Terms of Service of kimbocorp.com.

     

    12. Professional, Independent Judgment. Professionals performing advisory services outside of the Advisory Plan Members are not agents or employees of kimbocorp. Any professional rendering advisory services to Plan Members outside of an Advisory Plan shall maintain the professional-client relationship with the Plan Member, and is solely responsible to the Plan Member for all advisory services provided. It is within the sole discretion of the professional to determine whether claims or defenses pertaining to any matter outside of an advisory plan presents a frivolous or otherwise unmeritorious claim or defense. Participating professionals reserve the right to make independent professional judgments regarding such presentations. kimbocorp will in no way influence or attempt to affect the rendering of professional services of the participating professional.

     

    13. IRAS. To ensure compliance with requirements imposed by the IRAS, we inform you that any tax advice contained in any communication from kimbocorp (including information provided by a professional offering a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the IRAS promoting, marketing, or recommending to another party any matters addressed therein.

     

    14. Non-English-Speaking Customers. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

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