Terms and conditions

1. Legal entity

kimbocorp Pte. Ltd. uses the name "kimbocorp" on the website https://kimbocorp.com and other mobile apps. These names refer to the company kimbocorp Pte. Ltd., incorporated in Singapore with company registration number 202341686D.

2. Acceptance of terms and conditions

By placing an order with kimbocorp, the user confirms that he/she has read and accepted these terms and conditions. Unless explicitly specified, these terms and conditions apply to all orders regardless of whether these are for a company plan, a one-off service, or a subscription, and regardless of whether the order is placed through the website, in person, by telephone, by e-mail, or otherwise. Unless explicitly specified, these terms and conditions also apply to all orders regardless of which location or jurisdiction products or services are offered. By placing an order with kimbocorp, the user agrees to these terms and conditions.

3. Variation

kimbocorp may amend or vary these terms and conditions at any time by posting a revised version on its website. The revised version will be effective upon posting. If the revised version includes a substantial change, the user will be notified with 7 days' prior notice using the e-mail on the user's kimbocorp account.

4. Interpretations

In these terms and conditions:

• "Agreement" means the binding agreement entered into when a user places an order with kimbocorp.
• "Primary member" refers to the person who is the main shareholder or director of a company created with kimbocorp and/or who is liable to pay corporate taxes, service fees, maintenance fees, or any such fees to keep a company managed by kimbocorp.
• "Paid service" refers to any paid plan or service the primary member has paid for, including a company plan and one-off services, on terms communicated via kimbocorp's websites, digital platforms, meetings, or other correspondence.
• "Advisory service" refers to provision of a company which the primary member or associates would own, incorporated in an advanced economy such as Singapore, generally including compliance and governance functions such as appointment of corporate secretary and resident directors.
• "DDA" or "direct debit authorisation" means a mandate signed by the user authorising kimbocorp, as billing organisation, to draw a variable amount from the user's company bank or EMI account on a recurring basis, per section 9.
• "EMI" means an e-money institution - a non-bank provider licensed or regulated to hold and transfer money on behalf of businesses (for example, Aspire or Airwallex) - offered as an alternative to a traditional bank account.
• "kimbocorp" means kimbocorp Pte Ltd.
• "kimbocorp account" means the online account a user maintains with kimbocorp to place orders and manage their company plans.
• "Cryptocurrencies" means digital currencies such as, but not limited to, Bitcoin, Ethereum and Litecoin.
• "User" means a person that registers an account on any kimbocorp website, or transacts with kimbocorp on any product or service.
• "Customer due diligence" or "CDD" means a due diligence enquiry on a user to obtain know-your-customer information for compliance purposes, including the user's identity and finances.
• "GST" and "GST Act" mean the goods and services tax and the Goods and Services Tax Act 1993 respectively.
• "Item" or "order" means a purchase of a service or product, or subscription to a plan, communicated to or placed by a user by any method of communication.
• "Fee schedule" means kimbocorp's then-current schedule of prices, fees, and administrative charges, as communicated to the user via kimbocorp's websites, digital platforms, or other correspondence, and updated from time to time.
• "Paid-up capital" refers to the amount of capital deposited into a company account in return for ownership of that company. kimbocorp reserves the right to collect paid-up capital for any company managed by kimbocorp.
• "Corporate income tax" refers to taxes payable to the tax authority of any jurisdiction of which the company is tax resident. kimbocorp reserves the right to collect corporate taxes payable for any company managed by kimbocorp.
• "Service", "product" or "plan" means any item provided, sold or offered by kimbocorp, in any location or jurisdiction.
• "Website" means any website or mobile app owned by kimbocorp Pte Ltd, including www.kimbocorp.com and its mobile apps.

References to "includes," "including," or "such as" are not terms of limitation and are deemed followed by "without limitation." Words importing the singular include the plural and vice versa; words importing gender include all genders. A reference to a person includes an individual, a firm, a body corporate, or an unincorporated association, and that person's heirs, trustees, representatives, directors, officers, employees, agents, successors and assigns.

5. Terms of purchase, transfer-in, and refunds

This section sets out the full lifecycle of a purchase from kimbocorp: how an order is accepted or declined, what happens during due diligence, the additional terms that apply where an existing Singapore company is transferred in, and - in full - when a refund is and is not due.

5.1 Order acceptance and cancellation

kimbocorp reserves the right to cancel, refuse or reject any order for any reason whatsoever, including cases where: payment for a current or previous order has not been received in accordance with these terms; extraordinary situations arise; price or availability information was published erroneously due to computer or human error; approvals from kimbocorp's stakeholders (including government agencies) have been delayed or refused; the order relates to a prohibited business under clause 5.11; or the order is otherwise deemed questionable, suspicious, abusive, or of significant risk to kimbocorp.

5.2 Customer due diligence (CDD)

Where kimbocorp deems a customer due diligence (CDD) necessary:

• 5.2.1 The transaction is conditional on kimbocorp completing CDD to its satisfaction.
• 5.2.2 The user must provide all information requested, within the timeframe requested.
• 5.2.3 Where the user fails to do so in a timely manner, this is a pre-activation document default under section 10.2.3, and kimbocorp may discontinue the transaction and charge an administrative fee per the fee schedule then in effect.
• 5.2.4 Where kimbocorp is unable or unwilling to complete the transaction after CDD, the transaction is deemed never entered into and any payment is returned in accordance with clause 5.8 (timing and amount of refunds) below.

5.3 GST

Prices listed will include GST where the relevant plan or service is not GST-exempt in Singapore.

5.4 Transfer-in of existing Singapore companies

• 5.4.1 Where a user engages kimbocorp to take over the compliance, governance, or advisory function of an existing Singapore company not originally incorporated through kimbocorp (a "transfer-in"), kimbocorp will conduct a review of the company's outstanding statutory position, including but not limited to outstanding annual return (AR) filings, outstanding financial statements (FS), overdue AGM filings, and any other lapsed statutory obligation.
• 5.4.2 kimbocorp reserves the right to charge separately, per the fee schedule then in effect, for any additional work required to bring the company's statutory position up to date before it is accepted onto an ongoing plan, including but not limited to preparation and filing of outstanding AR, outstanding FS, or any other outstanding statutory item identified during the transfer-in review. Such additional fees are payable in accordance with section 8 (order payment) before kimbocorp accepts appointment as resident director and/or corporate secretary of the transferring company.
• 5.4.3 kimbocorp reserves the right to decline a transfer-in where the outstanding statutory position is such that kimbocorp is unable or unwilling to bring the company into compliance within a reasonable timeframe, or where accepting appointment would expose kimbocorp to disproportionate regulatory or reputational risk.
• 5.4.4 A user's failure to provide the documents or information needed to complete a transfer-in review is a pre-activation document default under section 10.2.3.

5.5 Refunds - general position

kimbocorp operates a strict no refunds policy for any plan, service, or product it has agreed to fulfil. Once kimbocorp has commenced delivering the agreed service, refunds will not be provided except in the specific circumstances set out in clause 5.6 below. Clause 5.6 is an exhaustive list of when a refund is due; clause 5.7 lists common situations that are not refundable, for clarity, but does not limit the general no-refund position in this clause 5.5.

5.6 When a refund is due (the banking guarantee)

A refund is due, calculated per clause 5.8, where the user has cooperated fully and in a timely manner with all information and document requests (i.e., no pre-activation document default under section 10.2.3 has occurred), and:

• 5.6.1 Deposit stage - pre-checks (business name availability, sanctions/PEP screening, or bank/EMI pre-approval assessment) do not clear, and the user has not yet paid the balance of the activation fee.
• 5.6.2 Activation stage - the balance of the activation fee has been paid, but kimbocorp is ultimately unable to secure a functional bank or EMI account for the company within the timeframe in clause 5.8(b), despite the user's full cooperation throughout.

The refund in both cases is due regardless of the specific reason a bank or EMI declined to open an account (including a bank's general risk appetite, industry policy, or the outcome of its own due diligence on the company or its principals) - provided the user's own conduct was not the cause, per clause 5.7.

5.7 When a refund is not due

For clarity, and without limiting clause 5.5, no refund is due in the following circumstances, even though a bank or EMI account is not ultimately secured:

• 5.7.1 User non-conformance or unwillingness - including a pre-activation document default under section 10.2.3, or any other failure to comply with a requirement, refusal or delay in providing necessary information or documents, or other unwillingness to proceed, that causes or contributes to the bank's decision or to the pre-checks or activation process not completing.
• 5.7.2 Voluntary withdrawal after pre-approval - pre-checks (including bank/EMI pre-approval) have cleared, but the user decides not to proceed with payment of the balance. The deposit is not refundable in this case.
• 5.7.3 Non-responsiveness - the user becomes unresponsive and does not pay the balance, or does not respond to requests needed to progress the account opening, despite the reminders required under section 10.3 (reminder requirement).
• 5.7.4 Account already secured - a functional bank or EMI account has in fact been secured for the company, and the user does not use it, does not like the account or provider, or objects for any other subjective reason (see section 11, banking and account provision).
• 5.7.5 External regulatory or operational barriers attributable to the user - regulatory authorities or a bank's "fit and proper" assessment raise concerns specifically about the user or the company's proposed directors/controllers (as opposed to a bank's general policy or risk appetite), and this is what prevents an account being secured.
• 5.7.6 Services already rendered - fees for accounting, filing, or other work already performed under clause 5.4, section 13, or section 15 are not refundable regardless of the outcome of any banking application.

5.8 Timing and amount of refunds

(a) Deposit refunds under clause 5.6.1 are paid less any disbursements actually incurred on the user's behalf. (b) kimbocorp reserves the right to take up to six (6) months from the date of company activation to secure a functional bank or EMI account before a refund becomes due under clause 5.6.2, particularly for more complex business structures requiring a traditional banking relationship; no refund is due solely on account of time taken within this period. Activation fee refunds under clause 5.6.2 are likewise paid less disbursements actually incurred.

5.9 Interaction with other sections

This section is subject to section 10 (default of statutory functions, including pre-activation document default under clause 10.2.3) and section 12.2 (right to resign - suspected circumvention, where no refund is due regardless of banking outcome).

5.10 Miscellaneous

All specific fees and charges referred to in this section are set out in the fee schedule then in effect, as communicated to the user, and are not fixed by this agreement.

5.11 Prohibited businesses

kimbocorp does not accept, and reserves the right to immediately decline or discontinue, any order or relationship with a business that falls within any of the following, on any plan:

• 5.11.1 Weapons, firearms, ammunition, or military or paramilitary equipment.
• 5.11.2 Adult entertainment, pornography, or escort services.
• 5.11.3 Gambling, betting, lottery, or casino operations, unless the business holds all licences required for that activity in every jurisdiction in which it operates.
• 5.11.4 Money services, remittance, virtual asset / cryptocurrency exchange, or other financial services requiring a licence, unless the business holds that licence.
• 5.11.5 Multi-level marketing, pyramid, or Ponzi-style schemes.
• 5.11.6 Narcotics, controlled substances, or drug paraphernalia, other than a licensed pharmaceutical business.
• 5.11.7 Any business based in, or transacting primarily with counterparties in, a jurisdiction subject to comprehensive United Nations or Monetary Authority of Singapore sanctions, or listed by the Financial Action Task Force as high-risk.
• 5.11.8 A shell company with no genuine business activity, economic substance, or identifiable commercial purpose.
• 5.11.9 Any other business or activity that, in kimbocorp's reasonable opinion, poses a money-laundering, terrorism-financing, proliferation-financing, sanctions, or reputational risk.

kimbocorp reserves the right to update this list from time to time, as communicated via the fee schedule or kimbocorp's websites. Where an order is declined or discontinued under this clause 5.11 before activation, any refund due is determined under clause 5.2.4; no refund is due for work already performed under clause 5.7.6.

6. Location

kimbocorp may offer plans or services in multiple countries; these terms apply regardless of jurisdiction. kimbocorp has no permanent establishment outside Singapore and may use agents to fulfil order handling in other jurisdictions, but the user's contractual counterparty is always kimbocorp Pte. Ltd. The user may select their preferred website jurisdiction; products, plans or services ordered will be delivered from the jurisdiction chosen.

7. Price for user orders

Unless otherwise stipulated, the price for an order is locked in at the time the user confirms the purchase (by clicking to confirm, pay, or by instructing a kimbocorp representative). An order confirmation is sent by e-mail on confirmation; a formal invoice is sent once full payment is registered. kimbocorp reserves the unconditional right to determine the price at which it offers products, plans or services, and may charge different prices depending on payment method. All user orders are binding and final regardless of availability status.

8. Order payment

In this section, "cost" means any cost, fee, expense, penalty, duty or charge (including for reminders, collection, legal service, or court proceedings); "remaining balance" means the unpaid balance of an order from the time of order to the time stated in the item description.

Payment must be initiated within one banking day of order placement (24 hours for card payments; 20 minutes for cryptocurrency), or the next banking day if placed on a non-banking day. Funds must reach kimbocorp within four (4) banking days of order placement, unless kimbocorp requests earlier payment. The user bears any fee its bank or payment provider imposes.

If payment is not initiated or completed within the stipulated timeframe, kimbocorp may abort the order, and the user must immediately pay any administrative fee, costs, and price loss per the fee schedule then in effect. Any unsettled invoice may be assigned to a collection agency or court. Funds held in the user's favour may be applied by kimbocorp toward any outstanding order, administrative fee, cost, or price loss, starting with the earliest debt. If an order is only partially paid and the balance is not settled within twenty-eight (28) days, this clause and section 17 (account suspension and termination) apply as if no payment had been made.

kimbocorp reserves the right to conduct CDD or enhanced CDD in accordance with Singapore's regulatory regime, and to cancel, hold, or terminate an order or relationship where CDD cannot be completed to its satisfaction (see also section 5.2). Unclaimed funds of unknown origin accrue to kimbocorp after six years.

8.1 Bank transfer / crypto / card payment. Orders may be placed for cash, crypto, or card payment. In-person settlement is by appointment only at kimbocorp's registered address; no walk-ins are accepted. kimbocorp reserves the right to conduct CDD/ECDD on cash payments generally, and specifically above a threshold set out in the fee schedule. kimbocorp reserves the right to change the accepted payment method and will notify the user with a reasonable grace period. Refunds to a credit card are returned in the original payment currency; the user bears any conversion loss or provider fee.

8.2 Cryptocurrency payments. Where a user pays or receives payment in cryptocurrency, the user consents to kimbocorp hedging the transaction on a best-effort basis, and to kimbocorp unwinding that hedge on a best-effort basis if any amount must be returned. The user bears any loss from price fluctuation between the original transaction and its unwind.

9. Platform fee collection

9.1 kimbocorp reserves the right to calculate the platform fee applicable to the user's plan (tiered or flat percentage, per the fee schedule then in effect) as at the last calendar day of each quarter, and to collect the calculated amount in accordance with this section 9, without requiring the user's prior approval of each individual quarter's amount.

9.2 Direct debit authorisation (primary mechanism, where available). Where available for the company's bank or EMI account, kimbocorp will put in place a direct debit authorisation (DDA), with kimbocorp as billing organisation, authorising it to draw the platform fee - a variable amount, recalculated each quarter per clause 9.1 - on or shortly after the last calendar day of each quarter. No fresh signature or approval is required for each individual quarter's draw once the DDA is in place.

9.3 Director-initiated transfer (fallback). Where a DDA is not available, or has not yet been arranged, for the company's bank or EMI account, kimbocorp's appointed resident director, acting under their statutory signing authority over that account, may initiate the transfer of the calculated platform fee directly to kimbocorp on or shortly after each quarter-end. By entering into a paid company plan, the user authorises this fallback mechanism for use wherever a DDA is not in place.

9.4 Notice. Following each DDA draw or director-initiated transfer, kimbocorp will issue the user a statement or receipt, via e-mail or the kimbocorp webapp/mobile app, setting out the AUM or flow figure used, the applicable rate(s), the resulting fee, and the date of collection. No prior notice is given before the draw or transfer itself; the statement is issued after.

9.5 Failure to collect. Where a DDA draw or director-initiated transfer fails, this constitutes non-payment for the purposes of section 10 (default of statutory functions), specifically clause 10.2.1, and kimbocorp may act under clause 10.4, subject to the reminder requirement in clause 10.3.

9.6 Any dispute as to the calculation must be raised by the user within a reasonable period of receiving the statement under clause 9.4. Raising a dispute does not suspend or excuse the user's obligation to pay pending its resolution, save where kimbocorp agrees otherwise in writing.

10. Default of statutory functions

This section applies to the statutory functions kimbocorp performs for the user's company - resident directorship, corporate secretarial duties, and related filings - as distinct from the initial purchase and refund terms in section 5.

10.1 Annual billing and notice. kimbocorp bills the annual fee for its statutory functions (the minimum yearly fee under section 14, retention of services) upfront, typically on the 12-month anniversary of the company's activation, or of the previous renewal. kimbocorp will send the user a notification and invoice for this fee ahead of the due date, allowing reasonable time to pay before the 12-month anniversary is reached.

10.2 Default conditions. A default situation occurs where any of the following applies:

• 10.2.1 Non-payment - the primary member fails to pay the annual fee under clause 10.1 by its due date.
• 10.2.2 Non-responsiveness - the primary member does not respond to reminders sent regarding an unpaid annual fee, or any other request under this section 10.
• 10.2.3 Pre-activation document default - as set out in section 5 (clauses 5.2 and 5.4), the user's failure to provide documents or information requested during the deposit or activation stage.
• 10.2.4 Signatory default - the primary member, or any required signatory, fails or refuses to sign, execute, or return any directors' resolution (DR), extraordinary general meeting (EGM) resolution, financial statements (FS), annual return / annual general meeting (AR/AGM) document, or any other statutory or corporate document reasonably required within the timeframe requested by kimbocorp.

10.3 Reminder requirement. A minimum of three (3) clear reminders (via email, platform notification, live chat, or any other communication method on file), sent at reasonable intervals, is required before kimbocorp may act under clause 10.4 on the grounds of non-payment (clause 10.2.1), non-responsiveness (clause 10.2.2), or signatory default (clause 10.2.4). Where the annual fee under clause 10.1 remains unpaid after these reminders, the user is deemed not to be continuing the plan, and no further indication from the user is required before kimbocorp acts under clause 10.4.

10.4 Consequences of default. Where any default condition under clause 10.2 is triggered, kimbocorp reserves the right to: apply for the company's striking off or winding down; effect removal of the primary member's directorship via resignation and have the company struck off the corporate registrar; and take such action in its capacity as the company's registered filing agent.

10.5 Revival of company after default notice. The primary member may contact kimbocorp within three (3) months of a default notice to request revival. kimbocorp reserves the right to charge administration fees, per the fee schedule then in effect, for processing and managing the revival.

10.6 Concierge fee. Where kimbocorp is required to send more than the minimum three (3) reminders referenced in clause 10.3, or otherwise expend materially more time or resource than usual, to obtain a required signature, response, or document from the user, kimbocorp reserves the right to charge a concierge fee, per the fee schedule then in effect, communicated to the user in advance of being charged.

10.7 Indemnification. kimbocorp, including its employees, agents, associates, and stakeholders, is fully indemnified against any financial loss, damage, claim, or liability incurred by the primary member or their employees, agents, associates, or stakeholders arising from actions taken under this section 10.

11. Banking and account provision

11.1 kimbocorp reserves the right, in its sole and absolute discretion, to determine and provide a functional bank account or EMI account for the user's company, whether with a traditional bank or any other provider kimbocorp selects. No banking or provider preference expressed by the user will be entertained or guaranteed.

11.2 kimbocorp reserves the right to replace, suspend, restrict, or remove access to any such account, in whole or in part, in the event of non-payment of any fees due to kimbocorp under this agreement. kimbocorp shall not be liable for any loss, disruption, or consequential damage arising from the exercise of this right.

11.3 See also section 5 (in particular clauses 5.6.2, 5.7.4, and 5.8(b)) for the refund position once a functional account has been secured, and the timeframe kimbocorp reserves for securing one.

12. Authorization for kimbocorp to act as agent

The user authorizes kimbocorp's employees, contractors, associates and consultants as a fiduciary, limited in scope, to arrange for the incorporation and statutory compliance of the user's holding companies as deemed necessary. kimbocorp may sub-contract incorporation and compliance to other corporate service providers.

• The user agrees kimbocorp may act on behalf of the user's holding companies to create financial accounts (including banking, payment gateways, and crypto accounts) and to liaise with government authorities such as IRAS and MAS. kimbocorp reserves the right to publish the names of holding companies it creates on its websites, and to supply independent third-party auditors with user particulars for the purpose of creating financial accounts or liaising with government authorities.

12.1 Determination of business type. kimbocorp reserves the right to determine, at its sole discretion, the business or plan type properly applicable to the user's company (for example, wealth retention, capital access, digital assets, or trade efficiency), based on the company's actual business activity and the user's stated or apparent commercial intention, regardless of the plan originally selected or paid for. Where this results in a different plan properly applying, kimbocorp reserves the right to invoice the user for the difference in activation fee and/or platform fee (if any), payable on the same terms as section 8 (order payment).

12.2 Right to resign - suspected circumvention. Where kimbocorp reasonably believes the user is seeking to use any statutory appointment held by kimbocorp or its associates (including, without limitation, the resident directorship or corporate secretary function) to circumvent any legal, regulatory, or immigration requirement - including, without limitation, in connection with any visa, employment pass, or other immigration application - kimbocorp reserves the right to resign from such statutory role(s) and/or terminate this agreement, without refund of any fees paid, consistent with section 5 (terms of purchase, transfer-in, and refunds). Save where kimbocorp reasonably believes immediate resignation is necessary to comply with law or to avoid regulatory or reputational exposure, kimbocorp will provide the user with written notice and a reasonable period to appoint a replacement provider before such resignation takes effect.

12.3 Complex structures - no investment professional manpower. For more complex business structures such as capital access (fund) plans, kimbocorp does not provide, and this agreement does not include, any statutory manpower classified as an investment professional - including, without limitation, a licensed fund manager, financial adviser representative, or similar regulated role. The user remains solely responsible for engaging and appointing any such licensed professional independently of kimbocorp.

12.4 Suggested licensing pathways. kimbocorp reserves the right to suggest to the user an alternative or simplified licensing or regulatory pathway that may be more readily available to the user's company than the user's originally intended licence, registration, or approval, without being obliged to pursue the originally intended application outright. Where the user proceeds on a different pathway than originally intended, kimbocorp reserves the right to adjust the applicable pricing and fee schedule to reflect the pathway ultimately pursued.

13. Accounting services - scope of work

13.1 Where a user's paid company plan includes an accounting or financial-statements component, kimbocorp's scope of work is limited to preparation of: (a) a trial balance; (b) a profit and loss statement; (c) a balance sheet; and (d) notes to the financial statements - prepared on an unaudited basis for annual return filing purposes, unless an audit is separately engaged.

13.2 kimbocorp will prepare the above by first reconciling the company's transactions against its bank statement(s) for the relevant period. Any further adjustment beyond bank reconciliation - including accruals, provisions, related-party adjustments, or reclassifications - will only be made as discussed with, and confirmed by, the company's director(s).

13.3 kimbocorp reserves the right to charge an additional coordination fee, per the fee schedule then in effect, where the accounting process requires materially more back-and-forth, clarification, or effort than is typical for a company of similar size and complexity - for example, incomplete records, delayed responses, or a high volume of queries needed to complete the reconciliation and adjustments described above.

13.4 See section 15 (out-of-scope items and additional charges) for the items typically excluded from this scope, and the fees for governance changes outside a plan's standard scope.

14. Retention of services and annual renewal pricing

14.1 kimbocorp's typical practice is to set the annual retention/continuation rate (the minimum yearly fee referred to in the fee schedule) at the same level as the plan's activation fee, as set out in the fee schedule then in effect.

14.2 kimbocorp reserves the right to increase this rate at any annual renewal, including where the company's business, AUM, or flow has grown substantially (whether described as exponential growth or otherwise) since activation or the previous renewal, to a level kimbocorp considers commensurate with that growth. Any such increase will be communicated to the user with reasonable notice ahead of the renewal date.

15. Out-of-scope items and additional charges

15.1 Accounting exclusions. Where a company plan includes an accounting scope of work under section 13, this typically does not include, and no additional fee is charged unless the relevant trigger below is met:

• 15.1.1 GST filing - not required and not included, unless the company's taxable supplies exceed SGD 1,000,000 in a 12-month period, in which case GST registration and filing will be quoted separately.
• 15.1.2 XBRL filing - not required and not included, unless the company has a corporate shareholder, in which case XBRL preparation will be quoted separately.
• 15.1.3 Audit - not required and included within scope, on the basis the company qualifies for audit exemption; where an audit becomes required (whether by law, or at the request of a shareholder or lender), it will be quoted separately.

15.2 Resolution-based governance changes. Any change to the company's business activities, board, or shareholder particulars outside of the ordinary appointments or removals already covered under a paid company plan is charged additionally, as follows:

• 15.2.1 Ordinary resolution - for any matter other than an appointment or removal effected by a resignation letter or letter of consent (which is included within the plan), including ACRA filing - SGD 500 equivalent.
• 15.2.2 Extraordinary resolution - excluding an EGM required for an appointment or removal that must be decided by poll to secure a majority, including ACRA filing, excluding stamp duties - SGD 700 equivalent.

15.3 The fees in clause 15.2 are additional to, and not a substitute for, any concierge fee chargeable under section 10.6 or transfer-in fee chargeable under clause 5.4.2, where applicable.

16. Opening an account

• The user must open an account online to create, consult, or advise holding companies with kimbocorp, providing correct information including an address and a password, and selecting a PIN code of at least 4 digits at the time of the first order. Confirmation is sent by e-mail on account opening and on user-initiated changes. The user must notify kimbocorp immediately of any discrepancy in account records or notifications.

Each user may create only one account, though a user may create and advise multiple businesses. Abuse of the system or holding multiple accounts may result in blacklisting; kimbocorp reserves the right to retract any free balance credited in such cases and to merge accounts opened in duplicate.

17. Account suspension and termination

kimbocorp reserves the right to suspend or terminate a kimbocorp account for any reason, including but not limited to: unpaid orders outside the payment timeframes in section 8; system abuse (e.g. excessive small orders creating unreasonable administrative burden); unsatisfactory response to a KYC, due diligence, or periodic review request; suspected illegal or disallowed use, or fraud; outstanding debts unpaid for more than six months; an ongoing dispute with kimbocorp or between joint account holders; a user request to lock or close the account; or threatening, abusive, or unlawful conduct toward kimbocorp or its personnel.

Where an account is terminated with no other agreement on liquidation, any balance held will be liquidated within 1 business day at the prevailing rate, in the currency kimbocorp deems most appropriate, and remitted to the user's notified bank account (or held without interest absent such notice). Ownership in incorporated holding companies continues despite account termination; ownership in un-incorporated holding companies may be transferred back to the creator or other shareholders.

18. Death

A family member of a deceased user should notify kimbocorp promptly and provide a death certificate. The family member should obtain a grant of probate or letters of administration (or a Singapore resealing of a foreign grant), typically with a lawyer's help, and provide kimbocorp a certified copy of the grant and of each personal representative's identification. The user's kimbocorp account name and address should match the grant. For a deceased trustee, the succeeding trustee should provide identification and documentary evidence of replacement. Once verified, the personal representative may access the account; kimbocorp reserves the right to debit an administration fee per the fee schedule then in effect.

19. Privacy policy

This website uses cookies and session cookies for identification and statistical purposes; session cookies store session data only while logged in. Declining cookies may affect site functionality. kimbocorp processes user information in accordance with the EU GDPR (effective 25 May 2018) and collects name, e-mail, telephone, address, postcode, city and country, plus KYC information (nationality, identification, proof of address) where relevant. Information is used to service users and, unless unsubscribed, for marketing. kimbocorp does not share or sell personal information except where legally required, and retains it only as long as legally necessary. users may request their personal information, request correction, or request deletion (subject to legal retention obligations). Access to personal information internally is limited to relevant staff.

20. Law and disputes

This agreement is governed by the laws of Singapore; any action by either party not complying with Singapore law is void. Disputes shall first be subject to mediation and, if unresolved, referred to arbitration in Singapore under the Singapore International Arbitration Centre's rules, before a single arbitrator, in English.

21. General and miscellaneous provisions

• The user warrants that all representations to kimbocorp are true, and that no funds paid are connected to illegal activity.
• All fraud or attempted fraud will be reported to the police.
• The user is solely responsible for complying with all applicable laws in their jurisdiction.
• The user must inform kimbocorp of changes to contact details; kimbocorp may periodically validate this information and may lock the account if it cannot be validated.
• Notices from kimbocorp are sent by e-mail to the address on the user's account and take effect the next day.
• The user agrees to periodic e-mails about products, events, or promotions, and may unsubscribe at any time.
• Where the user fails to fulfil obligations, kimbocorp may assign a law firm or debt collector; related costs are borne by the user.
• Nothing on kimbocorp's website or in its communications constitutes investment advice; kimbocorp does not represent the advisability of any purchase as an investment.
• These terms are not a solicitation targeting any specific country or market.
• The user may not transfer rights or obligations under this agreement to any other party.
• kimbocorp may operate referral or commission programmes from time to time; these are governed by kimbocorp's separate referral and commission program terms, available on kimbocorp's website, which apply in addition to this agreement.

22. Limitation of liability

22.1 Transactions. kimbocorp is not liable for loss from inaccurate bank, cryptocurrency, or other details supplied by the user, nor for damages arising from website use or termination, third-party facility failures, or transmission/equipment/software/hardware breakdowns beyond its reasonable control. Where kimbocorp is found liable to a user, liability is limited to the amount paid by the user in the relevant transaction, and excludes indirect, consequential, or exemplary damages.

22.2 Force majeure. kimbocorp is not liable for failure to perform its obligations where such failure results from a superior or irresistible force or act of God that cannot reasonably be anticipated or controlled, provided kimbocorp shows it took reasonable steps to minimise resulting delay or damage.

23. Confidentiality and privacy

kimbocorp will not divulge user information relating to this agreement to any third party unless required under Singapore law, save that it may disclose information to its own employees, agents and contractors to fulfil obligations under this agreement. Personal information gathered is used for user service purposes only.

24. Third party access

• The user must not enable any third party to access the user's kimbocorp account or operate it on the user's behalf, nor provide any verification information to a third party in relation to any kimbocorp account or transaction. A representative authorised by the user to operate the account must open their own kimbocorp account and declare on whose behalf they act. Where the user breaches this section, the user indemnifies kimbocorp for any resulting loss, cost, expense, penalty or fee, and kimbocorp may amend payment terms or invalidate the relevant order, returning any payment made (after deducting such costs) in the manner kimbocorp deems most appropriate.

25. Validity

kimbocorp reserves the right to limit, suspend, hold, or close a user account, or limit access to funds held, if the user violates these terms or any other agreement with kimbocorp. kimbocorp may terminate this agreement on fourteen (14) days' notice sent to the user's registered e-mail or postal address; the user remains responsible for all fees incurred for statutory maintenance of holding companies regardless of the reason for termination. kimbocorp may terminate immediately if the user breaches these terms, goes into liquidation or is declared bankrupt, is suspected of using kimbocorp's services for illegal activity (including money laundering or terrorism financing), or fails to make punctual payment of fees.