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Kimbocorp Terms and Conditions

Updated 01-04-2020

This dashboard (the “dashboard”) is provided by Kimbo Corporate Pte. Ltd, a company registered in Singapore under number 201316594C and operating as kimbocorp (“kimbocorp”, “we”, “our” or “us”), as one of the services that kimbocorp provides along with the kimbocorp website (the “Website”), kimbocorp’s email notifications and any information or content appearing therein (collectively, the “kimbocorp services”). Use of the dashboard or any kimbocorp services is subject to the following terms and conditions of service (the “Terms”).

By using kimbocorp services, you are agreeing to be bound by these Terms, our privacy policy and payment terms.

1.	Definitionn

1.1 “You” include:

a) any company identified during registration on the kimbocorp dashboard and any company which will or has been incorporated using the dashboard or which is now registered on the dashboard and will use kimbocorp’s corporate services (a “kimbocorp service”);

b) any individual linked to a kimbocorp Company whether as shareholder, director, officer, employee or user of the dashboard on behalf of a kimbocorp Company.

1.2 “User” means any person using the dashboard and the kimbocorp services whether on his or her own behalf or on behalf of a third party. All users represent and warrant to have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.

2. Services 

2.1 Nature of Kimbocorp Services - Kimbocorp is an online corporate services provider using cloud software to provide corporate services and to acquire intangible assets for businesses registered in Singapore and Malaysia. Kimbocorp is not a law firm and as such does not provide any legal services of a law firm. By purchasing and using any kimbocorp services, User agrees to engage kimbocorp to provide corporate services for User. These services may include the following;

a) business registration in Singapore;

b) maintenance of statutory registers on the dashboard in accordance with the legal requirements;

c) maintenance of statutory registers on the dashboard in accordance with the legal requirements;

d) lodgement and payment of regulatory filings with the Accounting and Corporate Regulatory Authority (“ACRA”) of Singapore;

e) provision of a registered office address and mailroom;

f) provision of a nominee director as required by Section 145 of the Companies Act, Cap. 50 (subject to the entering into any supplemental documents as requested by
kimbocorp);

g) preparation of all corporate decisions and resolutions in connection with the governance of a kimbocorp Business;

h) filing all changes relating to a kimbocorp Business, including but not limited to change of officers, shareholders, share capital, registered office, particulars of officers or shareholders, Constitution;

i) preparing and submitting any application for work permit with the Ministry of Manpower of Singapore (“MOM”);

i) preparing and submitting any application for intellectual property with the Intellectual property office of Singapore 

k) provision of agreements and contracts, including but not limited to; 
•	Sales and purchase contracts
•	Supplier agreements
•	Leasing agreements
•	Distribution agreements
•	Franchise agreements
•	Employment contracts
•	Use rights agreements
•	Individual shareholder agreements
•	Individual loan agreements
•	Public-Private Memorandum of understands
•	Letter of Intent for any purpose
•	Sales channel partner agreements
•	BOT, BOOT, EPC and DBO tenders
•	Grants and subsidy applications

l) provision of relationships-related intangible assets, including but not limited to
•	New local nominee director relationships
•	New banking relationships
•	New customer relationships
•	New supplier relationships
•	New tenant relationships
•	New distributor relationships
•	New franchisee relationships
•	New employee relationships
•	New right-to-use relationships
•	New investor relationships
•	New financier relationships
•	New technologist relationships
•	New government relationships
•	New institutional funder relationships
•	New sales person relationships
•	New construction contractor relationships
•	New influencer relationships
•	New grant approver relationships
•	New tax accountant relationships

m) provision of copyright-related intangible assets, including but not limited to;
•	Protection for traditional literacy works
•	Protection for digital literacy works
•	Protection for musical works
•	Protection for photos, images and pictures
•	Protection for videos and podcasts
•	Protection for graphical user interface
•	Protection for trade secrets
•	Protection for logos and names
n)  provision of customer-related intangible assets, including but not limited to;
•	Orders backlog
•	Customers shortlist

o) provision of accounting services, including, but not limited to:
•	preparation of management report;
•	preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements);
•	preparation of financial statements in XBRL format;
•	maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and
•	perform bank and other accounts reconciliation;
•	tax computation to calculate tax liability of the Company;
•	preparation of Form C for Company’s approval; and
•	preparation of tax forms for Company’s submission
 
p) provision of payroll services, including, but not limited to:
•	 salary calculation on a monthly basis;
•	salary payment to employees via issuance of cheques or through bank transfer;
•	automatic generation of monthly pay slips for employees;
•	central Provident Fund (CPF) registration and monthly payment to CPF;
•	issuing IR8A Form for personal tax including statutory annual filing;
•	preparation and submission of Auto-Inclusion Scheme with Inland Revenue Authority of Singapore (IRAS); and
•	maintenance of payroll file for each employee; and

By appointing kimbocorp as kimbocorp business’s corporate service provider, kimbocorp shall carry out, or appoint one of its employees or affiliates to carry out, the duties of a corporate services provider in accordance with Singapore laws.

Kimbocorp shall only provide the corporate services as requested by User through the kimbocorp website, or from time to time via email or orally, or in writing or any other manner in which kimbocorp may accept. User agrees that kimbocorp has no liability to User for any loss or damage arising out of or in relation to kimbocorp carrying out the corporate services in accordance with User’s instructions.

By appointing kimbocorp local nominee director of the business or company initiated by User, kimbocorp shall carry out, or appoint one of its employees to carry out, the duties of a local nominee director in accordance with Singapore laws.

Kimbocorp shall only provide the local nominee director as requested by User through the kimbocorp website, or from time to time via email or orally, or in writing or any other manner in which kimbocorp may accept. User agrees that kimbocorp has no liability to User for any loss or damage arising out of or in relation to kimbocorp carrying out the corporate services in accordance with User’s instructions.

User shall indemnify kimbocorp (and/or any of its affiliates) against any and all actions, judgments, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by kimbocorp in the course of and pursuant to its duties and obligations in carrying out the corporate services in accordance with your instructions or these Service Terms.

Kimbocorp may require that, in order for the performance of the kimbocorp services (including the services of acting as nominee director for a kimbocorp Company), User shall enter into any supplemental agreements or do any such things as required by kimbocorp or applicable law in order for kimbocorp to provide such kimbocorp services. Kimbocorp shall not be obliged to provide such kimbocorp services if User fails to enter into the supplemental agreements or do the things as required by kimbocorp or applicable law.

If kimbocorp, in its opinion, is obliged to meet any legal and other requirements or obligations with regard to User, User agrees that kimbocorp is authorized to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, including taking professional advice at User’s cost.

At the request of kimbocorp, User shall provide kimbocorp with all documents and information, including notarized certified copies of their passports, as required by kimbocorp in order for kimbocorp to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason as kimbocorp may consider necessary from time to time.

By accepting this terms of use policy, User confirms that 

1.	all particulars and information furnished on the kimbocorp platform are correct and accurate;

2.	gives his/her consent, being qualified, to act as director and hereby undertake to sign the consent to act form which forms part of the statutory records;

3.	gives his/her consent, being qualified, to act as shareholder and hereby undertake to sign the consent to act form which forms part of the statutory records;

4.	confirm that the majority shareholder of the company setup on kimbocorp website will be the ultimate beneficial owner of the proposed company and confirms that a minimum sum of united states dollar one thousand dollars (US$ 1,000) has been paid-up by the ultimate beneficial owner, whom will undertake to deposit the sum into the company’s corporate bank account after the account is opened;

5.	authorize kimbocorp and its agents to proceed to incorporate the proposed company/business and issue a minimum of 1,000 ordinary shares and a minimum of US$ 1,000 worth of share capital as suggested by kimbocorp, use the registered address and local nominee director as suggested by kimbocorp, unless as instructed, and hereby indemnify the same against any consequences arising from acting on this authorization;

6.	approve of the use of the use of the model constitution as suggested by Accounting and Corporate Regulatory Authority of Singapore (ACRA).

2.2 Registration

In order to use the dashboard and kimbocorp services, the User must provide some information and documents. The User undertakes and warrants to provide exact, exhaustive, sincere and correct information and documents. In case of any change in the information provided upon registration the User undertakes to update this information without delay. kimbocorp shall not in any way be held responsible in case the User has not updated its information or has not notified kimbocorp of any change of situation whatsoever.

A User registering on the dashboard needs to accepts these Terms and has access to the dashboard through the combination of a username and a password. The combination username and password is strictly personal and should be kept confidential by the User. In case of loss of password, the User will be able to reinitialize its password on the dashboard.

2.3 Changes to kimbocorp services

Kimbocorp may at any time suspend or discontinue any feature or any part of the Kimbocorp Services, including the support for the use of the dashboard. Kimbocorp Services may also be affected by acts of nature or force majeure events. Kimbocorp will make very effort to ensure that kimbocorp services are always available, however they may be interrupted, including for maintenance, repairs, upgrades or network or equipment failures.

3. Intellectual property

Other than content generated by the User or other users of the dashboard, kimbocorp owns copyright to the content on the website and dashboard. You may download and temporarily store one or more of the pages of this dashboard for the purposes of viewing them and you may print any page from this dashboard for use only by User and its employees, officers and agents.

Any other storage, copying, transmission or distribution of the content of this dashboard as well as creation of any derivative works with respect to the dashboard is prohibited without our consent.

So long as the User complies with these Terms, kimbocorp grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable license to use the dashboard in order to gain access to kimbocorp’s services.

The marks “Kimbocorp” and “kimbocorp” and its logo, are trademarks of kimbocorp, and nothing in these Terms gives User the right to use those trademarks without kimbocorp’s prior written approval.

Kimbocorp and User may use third party software and application programming interfaces (“APIs”) when using the dashboard or the kimbocorp services. Kimbocorp does not guarantee the reliability of such third-party software or APIs. User agrees that kimbocorp 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 dashboard or kimbocorp services.

4. Payment terms

User shall pay kimbocorp in advance, any reimbursable fees as requested, set out in the dashboard or requested by an Invoice, for the relevant kimbocorp services it has subscribed to (“reimbursements”), through a secure payment process incorporated into our dashboard or Website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire. 

Kimbocorp commences upon authorization or disbursement of funds or a transfer of deposit. When user selects the service or the intangible asset to acquire, either verbally, in written form or through the kimbocorp website, user shall authorize kimbocorp to hold the stipulated amount, as authorization fees,  for kimbocorp to commence to perform the intended kimbocorp Service or Asset, through a secure payment process incorporated into our dashboard or Website, or by electronic invoice, or fund transfer, which can be securely held by credit card, debit card or bank wire. 

If there are any fees for kimbocorp services that are not set out in the dashboard or the Website, kimbocorp shall issue an invoice to User for such kimbocorp services provided. User shall pay the fees set out in the invoice for such kimbocorp services on receipt of the invoice issued by kimbocorp.

User acknowledges and agrees that completion of the online payment process does not constitute kimbocorp’s acceptance of User’s offer to subscribe to the kimbocorp service. Kimbocorp’s acceptance of User’s subscription shall take place only on completion of the kimbocorp services that User has subscribed to from kimbocorp. Kimbocorp reserves the right to decline an order for kimbocorp services for any reason and will refund held fees or fees prepaid if an order is declined or unfulfilled, provided that no services or assets have been utilized used by User. 

User acknowledges and agrees that User may be required to transfer the amount as pre-agreed upon completion of the kimbocorp services the User has subscribed to. If a User does not transfer any amount request in full and on-time, upon handover of the asset or service acquired by kimbocorp, then the user potentially enters into a “default” situation, which gives kimbocorp the right limit the use of the User Account; and to suspend or terminate the performance of the services forthwith in whole or in part.

A default situation will occur when the User has not transferred the amount as pre-agreed upon completion of kimbocorp services or transfer of the intangible asset which kimbocorp has acquired on behalf of the user, for more than two (“2”) consecutive months, unless as mutually agreed in writing. In a default situation, kimbocorp reserves the right to, via a power of attorney (“POA”), to conduct the following remediation procedures.

1.	Send letters of demand to User for a period of one (“1”) extra month, on-top of the 2 months mentioned above;
2.	Declare to accounting and corporate regulatory authority of Singapore, or equivalent, that nominee director has no collection of any liabilities or law suits incurred by the User;
3.	Transfer all shares to the local nominee director appointed by kimbocorp;
4.	Strike-off the kimbocorp business setup by the User.


All fees and interest incurred for work done following the event of a default will be added to the invoice and borne by the User. 

User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, then User’s liability to kimbocorp will automatically be deemed a debt, immediately due and payable. Any outstanding payments that a User owes kimbocorp shall attract late payment interest of 1.25% per month until full payment is received or until the remediation procedures are completed.

Kimbocorp prices for the services are exclusive of GST, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the services.

During the payment process conduct online or offline, User shall be required to enter its payment details, which are disclosed directly to an independent third-party payments processor. Kimbocorp does not collect or store this information and does not have access at any time to User’s payment details. All payments are processed by an independent third-party payment processor. Kimbocorp excludes all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third-party payment processor shall apply.

5. Limitation on liability

To the fullest extent permitted by law, kimbocorp and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the kimbocorp services and the use of the kimbocorp’s website and dashboard. 

The kimbocorp services and all content and documents generated by the dashboard is provided on a “as is” basis. No assurance, representation or warranty of any kind is made whether express or implied about kimbocorp services. While kimbocorp makes every effort to ensure the quality of the services, it does not make any representation or warranty that:

a) the information or content provided as part of the kimbocorp services will be entirely correct and up to date;

b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;

c) kimbocorp services are free from bugs or viruses;

d) correspondence between a User and kimbocorp will be free from interception, corruption, error, delay or loss;

e) access to kimbocorp services will always be available or uninterrupted;

f) use of kimbocorp services will achieve any particular result and meet your expectations.
Kimbocorp should not 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 the use of or the inability to use kimbocorp services. Any liability of kimbocorp to any User is limited strictly to the amount paid by the User to kimbocorp (if any) for the services.

6. Indemnity 

6.1 You agree to indemnify and hold kimbocorp (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, cists (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these Terms, (ii) your use of kimbocorp services and/or (iii) any misrepresentation made by you;

6.2 User represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using any kimbocorp services;

6.3 User shall indemnify kimbocorp (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgments, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by kimbocorp arising from User’s breach.

7. Termination of the services

7.1 To close a business incorporated by kimbocorp, user must give kimbocorp at least thirty (30) days written notice;

7.2 In the event of kimbocorp resigning, kimbocorp will give at least thirty (30) days written notice;

7.3 Kimbocorp will not provide any refund for any cancellation of the services by the User, even if the User has prepaid or authorized kimbocorp to hold the funds;

7.4 If you terminate the services, your access to the kimbocorp dashboard will be restricted solely to the data export functions and payment functions. You will be able to export the records pertaining to your Company for a period of twelve (12) months from the date of termination (the “Post-Termination Period”). Following the expiry of the Post-Termination Period, you acknowledge that your Company information may be deleted or overwritten from the kimbocorp platform. It is your sole responsibility to maintain the records of the Company after the termination of our services;

7.5. if Kimbocorp terminates the services in the event of a default, your access to the kimbocorp dashboard will be restricted solely to the data export functions and payment functions. You will be able to export the records pertaining to your Company for a period of twelve (12) months from the date of termination (the “Post-Termination Period”). Following the expiry of the Post-Termination Period, you acknowledge that your Company information may be deleted or overwritten from the kimbocorp platform. It is your sole responsibility to maintain the records of the Company after the termination of our services.

8. Privacy

Kimbocorp’s Privacy Policy applies to use of the kimbocorp dashboard, and its terms are made a part of these Terms of Use by this reference. To view kimbocorp’s Privacy Policy, please consult our website www.kimbocorp.com. Additionally, by using the kimbocorp dashboard, you acknowledge and agree that Internet transmissions are never completely private or secure. 
You understand that any message or information you send to the kimbocorp dashboard 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.

9. Variations of these terms

These Terms may be varied from time to time. In case of a material change to the Terms, kimbocorp will inform User by notice and, by continuing to use this dashboard or kimbocorp services, User agrees to be bound by the then current terms.

10. Waiver and severability

Kimbocorp’s failure to enforce a provision is not a waiver of kimbocorp’s right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.

11. Third party rights

Only User and kimbocorp 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 (Cap 53B) or otherwise.

12. Governing law

These Terms and all issues regarding kimbocorp services and kimbocorp assets to be acquired for the user are governed by Singapore law and shall be subject to the exclusive jurisdiction of Singapore courts.

13. Dispute resolution

Before filing any claim against kimbocorp, you agree to try to resolve the dispute informally by contacting support@kimbocorp.com.
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