This \u00a0Website (the \u201cWebsite\u201d),\u00a0 is provided by ANGELS BUSINESS CONSULTING PTE. LTD., a company registered in Singapore under the unique entity number 201424942D (\u201cANGELS\u201d), \u00a0the ANGELS website ANGELS\u2019s email notifications and any information or content appearing therein to facilitate the provision of any of its corporate services (\u201cANGELS Services\u201d). Use of this Website, email notifications or any of ANGELS\u2019s Services are subject to the following terms and conditions of service (the \u201cTerms\u201d).<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t BY ACCESSING OR USING ANY ANGELS SERVICES YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY AND PAYMENT TERMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING RISKS AND OBLIGATIONS.<\/span><\/b><\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 1.2 \u201cUser\u201d means any person using the Cloud Accounting Software \u00a0and any ANGELS Services whether on his or her own behalf, or on behalf of a third party.<\/p>\n\n 1.3 All Users that use or access the Dashboard or any ANGELS Services represent and warrant that they 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.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 2.4 By appointing ANGELS as the User\u2019s company secretarial service provider, ANGELS shall carry out, or appoint one of its employees to carry out, the duties of a company secretary in accordance with Singapore law.<\/p>\n\n 2.5 ANGELS shall only provide company secretarial services as requested by the User from time to time orally, in writing or any other manner in which ANGELS may accept. The User agrees that ANGELS has no liability to the User for any loss or damage arising out of or in relation to ANGELS providing company secretarial services in accordance with User\u2019s instructions.<\/p>\n\n 2.6 ANGELSSign is a ANGELS Service which allows Users to send and sign documents electronically.<\/p>\n\n 2.7 Users may use ANGELSSign in conjunction with other ANGELS Services or as a standalone service in accordance with these Terms and any other Terms and Conditions which may be added or amended from time to time.<\/p>\n\n 2.8 All Users shall indemnify ANGELS (and\/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and\/or professional fees) howsoever incurred by ANGELS in the course of and pursuant to its duties and obligations provided by any ANGELS services in accordance with your instructions or these Terms.<\/p>\n\n 2.9 ANGELS may require that, in order for the performance of ANGELS Services (including the services of acting as nominee director for a ANGELS Company), all Users shall enter into any supplemental agreements or carry out any acts required by ANGELS or by law in order for ANGELS to provide ANGELS Services. ANGELS\u00a0 shall not be obliged to provide any ANGELS\u00a0 Services if the User fails to enter into a supplemental agreement or carry out any acts required by ANGELS\u00a0 or by law.<\/p>\n\n 2.10 If ANGELS, in its opinion, is obliged to meet any of the User\u2019s requirements or legal obligations, the User agrees that ANGELS\u00a0 is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at the expense of the User.<\/p>\n\n 2.11 At the request of ANGELS, the User shall provide ANGELS with all documents and information as required by ANGELS in order for ANGELS to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and\/or for any other reason that ANGELS\u00a0 may consider necessary from time to time.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 3.1 Users must register for a User account to access and use ANGELS Cloud Accounting Software Services.<\/p> 3.2 By creating a user account for any ANGELS Services you automatically accept these Terms.<\/p> 3.3 In order to use the Cloud Accounting Software and ANGELS Services, you must provide all information and documents requested by ANGELS. You undertake and warrant to provide accurate, current and complete information and documentation.<\/p> 3.4 In case of any change in the information provided by you upon registration you undertake to update this information without delay. ANGELS shall not in any way be held responsible or liable in the event that you have not updated your information or have not notified ANGELS of any change of situation.<\/p> 3.5 A User registering on the Cloud Accounting Software has access to the \u00a0Accounting Software through the combination of a username and a password. The combination username and password is strictly private and shall be kept confidential by the User.<\/p> 3.6 In case of a loss of password, the User will be able to reinitialize its password on the \u00a0Cloud Accounting dashboard.\u00a0<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 5.1 ANGELS may at any time suspend or discontinue any ANGELS Services or any feature of any ANGELS Service, including support enabling the use of the Cloud Accounting Software.\u00a0 <\/span><\/p> 5.2 ANGELS will make every effort to ensure that ANGELS Services are available, however, such services may be interrupted to conduct maintenance, repairs, upgrades, or network or equipment failures.<\/span><\/p> 5.3 The operation of ANGELS Services may be affected by external events including but not limited to epidemics, strike, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events.\u00a0<\/span><\/p> 5.4 ANGELS will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to any such events or causes referred to in paragraph 5.3 above, or any other event beyond ANGELS\u2019s reasonable control.<\/span><\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 6.1 Definition of Confidential Information<\/i>.<\/strong> In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the \u201cConfidential Information\u201d). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, User Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.<\/span><\/p> 6.2 Protection of Confidential Information.<\/i> <\/strong>Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party\u2019s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (collectively known as \u201cRepresentatives<\/b>\u201d) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.<\/span><\/p> 6.3 Equitable Relief<\/i>.<\/strong> The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.<\/span><\/p> 6.4 Compelled Disclosure<\/i>.<\/strong> The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If ANGELS is compelled by law to access or disclose the User\u2019s Confidential Information as part of a civil proceeding to which the User is a party, the User will reimburse ANGELS for the reasonable costs of compiling and providing secure access to such Confidential Information.<\/span><\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 7.1 By agreeing to these Terms you agree to only subscribe to the use and access of ANGELS services. You acknowledge that you have a limited right to access and use ANGELS services and that no ownership rights are transferred to you under these Terms.<\/p> 7.2 Other than the content generated by the User or other users of the Cloud Accounting Software, ANGELS owns copyright in the content of this Website. \u00a0You may download and temporarily store one or more of the pages of this Cloud Accounting Software for the purposes of viewing them and you may print any page from this Cloud Accounting Software for use only by User and its employees, officers and agents.<\/p> 7.3 Any other storage, copying, transmission or distribution of the content of this Cloud Accounting Software as well as creation of any derivative works with respect to the Cloud Accounting Software is prohibited without our consent.<\/p> 7.4 Provided that the User complies with these Terms, ANGELS grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable licence to use the Cloud Accounting Software in order to gain access to ANGELS\u2019s Services.<\/p> 7.5 The marks \u2018ANGELS\u2019 and its logo, and \u2018ANGELSSign\u2019 and its logo are trademarks of ANGELS, and nothing in these Terms gives User the right to use those trademarks without ANGELSs prior written approval.<\/p> 7.6 ANGELS and the User may use third party software and application programming interfaces (\u201cAPIs\u201d) when using Cloud Accounting Software or\u00a0 the ANGELS Services. ANGELS does not guarantee the reliability of such third-party software or APIs.\u00a0<\/p> 7.7 The User agrees that ANGELS \u00a0IS not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the \u00a0Cloud Accounting Software or ANGELS Services.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 8.1 The price, features and options of ANGELS Services depend upon the Subscription Plan selected by you.\u00a0<\/p> 8.2 The User shall pay ANGELS in advance the fees set out in the Subscription Package as stated on the Cloud Accounting Software \u00a0or the Website for the relevant ANGELS \u00a0Services it has ordered (\u201cFees\u201d). If the User has purchased a Subscription Package, ANGELS will automatically renew the User\u2019s subscription at the end of the applicable subscription period. Unless the User chooses to cancel its subscription before the end of the applicable subscription period, the User authorises ANGELS to charge the User\u2019s Payment Method (as defined below) for the fees relating to ANGELS\u2019s Services for the renewed subscription.<\/p> 8.3 The Fees shall be paid through a secure payment process incorporated into Website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire. \u201cPayment Method\u201d means a current, valid, accepted mode of payment, as may be updated from time to time, which is provided by the User to ANGELS.\u00a0<\/p> 8.4 In the event that any fees are due for ANGELS Services not set out in the Website, ANGELS shall issue an invoice to User for any such ANGELS Services provided. The User shall pay the fees set out in the invoice for such ANGELS Services on receipt of the invoice issued by ANGELS.<\/p> 8.5 The User acknowledges and agrees that completion of the online payment process does not constitute ANGELS\u2019s acceptance of a User\u2019s offer to purchase ANGELS Services. ANGELS\u2019s acceptance of User\u2019s order shall take place only on commencement of ANGELS Services that the User ordered from ANGELS.\u00a0<\/p> 8.6 ANGELS reserves the right to decline an order for ANGELS Services for any reason and will refund any fees prepaid if an order is declined, provided that no ANGELS Services have been used by the User.\u00a0<\/p> 8.7 During the online payment process, the User shall be required to enter their payment details, which are disclosed directly to an independent third-party payments processor.. The User authorises ANGELS to charge the Payment Method associated to the User\u2019s account for payment of any fees due to ANGELS.<\/p> 8.8 All payments are processed by an independent third-party payment processor. ANGELS excludes all liability for any loss or damage that might arise from the processing of User\u2019s payment information, and the terms of service of that independent third-party payment processor shall apply.<\/p> 8.9 The User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then the User\u2019s liability to ANGELS will automatically be deemed a debt immediately due and payable. Any outstanding payments that a User owes ANGELS shall attract late payment interest of 15% per annum until full payment is received.<\/p> 8.10 All Fees for any ANGELS Services are exclusive of GST, sales tax, withholding tax or any other taxes that may be applicable \/ levied in connection with ANGELS Services.\u00a0<\/p> 8.11 If a User does not pay for any ANGELS Services in full and on time then ANGELS reserves the right to either terminate the use of the User Account; and\/or suspend and\/or terminate the performance of the services forthwith in whole or in part.<\/p> 8.12 If the User exceeds the prescribed usage of a Subscription Package, ANGELS will inform the User that the existing Subscription Package will be automatically upgraded to a new Subscription Package (\u201cNew Subscription Package\u201d). In the event of such upgrade, the fees payable for the New Subscription Package will be changed accordingly. The User\u2019s use of ANGELS\u2019s services will constitute acceptance of the upgrade in subscription package and the fees applicable to the New Subscription Package. Further, the User authorises ANGELS to charge the User\u2019s Payment Method for the fees applicable to the New Subscription Package.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 9.1 To the fullest extent permitted by law, ANGELS and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the ANGELS Services and the use of the Cloud Accounting Software.\u00a0<\/span><\/p> 9.2 ANGELS Services and the content and documents generated by the Cloud Accounting Software are provided on an \u201cas is\u201d basis. No assurance, representation or warranty of any kind is made whether express, implied or statutory including but not limited to warranties of title or implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.\u00a0\u00a0<\/span><\/p> 9.3 ANGELS will make every effort to provide high quality services, however, it does not make any representation or warranty that:<\/span><\/p> a) the information or content provided as part of ANGELS Services will be entirely correct and up to date;<\/span><\/p> 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;<\/span><\/p> c) ANGELS Services are free from bugs or viruses;<\/span><\/p> d) correspondence between a User and ANGELS will be free from interception, corruption, error, delay or loss;<\/span><\/p> e) access to ANGELS Services will always be available or uninterrupted;<\/span><\/p> f) use of ANGELS Services will achieve any particular result and meet your expectations.<\/span><\/p> 9.4 ANGELS shall 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 ANGELS Services.\u00a0<\/span><\/p> 9.5 Any liability of ANGELS to any User is limited strictly to the amount paid by the User to ANGELS (if any) for the services provided.<\/span><\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t 10.1 You agree to indemnify and hold ANGELS (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:\u00a0<\/p> (i) your breach of these Terms,\u00a0<\/p> (ii) your use of ANGELS Services and\/or\u00a0<\/p> (iii) any misrepresentation made by you.<\/p> 10.2 All Users represent, warrant and undertake that they shall comply with all applicable laws and regulations when using any ANGELS Services.<\/p> 10.3 All Users shall indemnify ANGELS (and\/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and\/or professional fees) howsoever incurred by ANGELS \u00a0arising from a User\u2019s breach.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t1. 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3. Registration<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
5. Use of Services<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
6. Confidentiality<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
7. Intellectual property<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
8. Payment terms<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
9. Limitation on liability<\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
10. Indemnity <\/h3>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t