Luther Corporate Services Pte. Ltd. ("Luther", "we", "us", "our"), a company registered in Singapore with UEN number 200800116Z and registered office at 9 Raffles Place #24-01, Republic Plaza, Singapore 048619, provides access to this website and online platform (the "Platform") upon the Terms of Use set out herein ("Terms of Use").

Luther provides corporate secretarial services through the Platform which include, but are not limited to (i) incorporation of companies, (ii) corporate secretarial administration of companies including preparation of notices, minutes, and other documents pertaining to directors’ and shareholders’ meetings, (iii) processing changes and transactions of companies (e.g. appointment/cessation of officers, issuance of shares, capital increase, share transfer), and (iv) closure of companies ("Services"). The entities we provide Services for via the Platform are hereinafter referred to as "Business Entities".

The Platform is provided for the purpose of providing Services for the Business Entities and to enable persons ("User") to enter data, upload documents, communicate with us and to have access to the records of the Business Entity ("Purposes"). 

In addition to these Terms of Use, our Privacy Policy, which is incorporated herein by reference and which you can find on our Platform as well, applies.

By accepting these Terms of Use, you agree to be bound by these Terms of Use, which apply to your use of the Platform and the Services provided by Luther. You agree to use the Platform only for the Purposes. 

By registering as a User and/or submitting information to us, you acknowledge that:

1. You have read, understand and agree to be bound by all the provisions of the Terms of Use, as may be amended from time to time; and
2. That no promises or representations have been made to you to induce you to accept these Terms of Use. 

If you use the Platform as a Representative (as defined below), you confirm that you have the authority to accept and comply with these Terms of Use on behalf of the corporate entity that you represent. 

Definitions

In addition to the definitions provided above in bold, in these Terms of Use, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Applicable Laws" means, except as the context may otherwise require, all applicable laws (including common law), statute, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of or any determination by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended as interpreted and enforced at the time in question; 

"Representative" means a User representing a corporate entity;

"Confidential Information" means all information in any and all mediums disclosed by one party to another party including, without limitation, User Data, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and shall include User Data;

"Platform" means Luther’s online platform at https://www.luther-cs.com through which the Services will be provided;

"Privacy Policy" means the statement that sets out Luther’s policy on the collection, use and disclosure of personal data in general and through the Platform, and in the course of providing the Services, which may be accessed under To (luther-lawfirm.com);

"User Data" means information (including personal information) relating to a User or a Business Entity the User represents, including but not limited to account information, name, postal and email address (personal or business address) ID number of the User or persons that have a role in a Business Entity the User represents as well as Business Entity  particulars.

Amendments and variations

We reserve the right to amend and/or vary the Services and the Platform functionality without prior notice to you. We may also impose limits on certain Services or restrict your access to the data and documents of the Business Entity you represent without notice or liability.

We reserve the right to amend, vary or change these Terms of Use without notice. The amended Terms of Use will take effect from the time of posting on the Platform, and your continued use or access of the Platform shall constitute your acceptance of such revised Terms of Use. 

Use of the Platform

In order to fully make use of our Platform and Services, you must register and create a user account or log in to a corporate account we created for a Business Entity you represent. We reserve the right to decline a registration for a user account for any reason and/or for no reason.  

In providing our Services, we may exchange information and documents with you (and, if necessary, with third parties) electronically, via the Platform, email and/or online document signing services like Sign Request (https://signrequest.com) or Docu Sign (docusign.com/en-gb/legal/terms-and-conditions). To the extent legally permissible, Luther shall not be not liable for any damage which you or third parties may sustain from such correspondence. 

Luther may require you, to provide us with certain documents and/or information as Luther may deem necessary for providing the Services, in order to comply with internal policies and any applicable laws or regulations and/or for any other reason that Luther may consider appropriate.

Luther may require you, the Business Entity and/or any other person or entity as Luther may deem necessary, to enter into any additional agreements or to consent to additional terms in order for Luther to perform and/or provide the Services. Luther shall not be obliged to provide Services if you or any of the aforesaid parties refuse to enter into such additional agreement or consent to additional terms. 

Luther shall use reasonable efforts to ensure that the Services and Platform are available; however Services may be interrupted to conduct maintenance, repairs, upgrades, or due to network or equipment failures.

We may provide various open communication tools on our Platform, which may provide you and other Users an opportunity to submit, post, transmit, and/or exchange information, documents, messages on the Platform and/or to other Users. You understand that it is your personal responsibility to use these tools in a responsible and ethical manner. By uploading, posting, sharing or distributing information or otherwise using any open communication tools as mentioned, you represent, warrant and undertake that such information (i) is not illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, obscene, indecent, does not contain any type of suggestive, inappropriate, objectionable or explicit language and will not have the effect of harassing, threatening, embarrassing or causing distress or discomfort upon Luther, other Users or third parties, (ii) does not and will not infringe on any trademark, patent, trade secret, copyright, or other proprietary right of any party, (iii) is not injurious to third parties and will not constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law. 

We have the right (but not the obligation) at our sole discretion to monitor, edit or remove any content that, we believe in our judgment does not comply with these Terms of Use, along with any content that we believe is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party rights. However, we are not responsible and assume no liability for any delay or failure in removing such content. If you post content that we decide to remove, you hereby consent to such removal, and consent to waive any claim against us. We take no responsibility and assume no liability for any content posted by you or any third party.

Representations and Warranties 

By registering a user account with us and/or using a corporate account and making use of the Platform, you expressly represent and warrant that you are legally entitled to accept and agree to these Terms of Use and that you are at least eighteen (18) years old. 

You assume total risk and responsibility for your use of the Platform and Services provided therein, including the submission of any personal information. Except as expressly stated in these Terms of Use, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law. 

You warrant that all information and documents supplied by you (whether in the creation of a user account or in using the Platform and/or the Services in any way) are true, accurate and up to date 

You agree to assume full responsibility and liability for all loss or damage suffered by yourself, any third party service providers, Luther, or any third party as a result of any breach by you of the Terms of Use.

You undertake not to upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that interferes with any party’s use of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Platform or the Services.

You agree not to divulge your personal user account details, including your password, to anyone, while the login data of a corporate account may be shares with persons of the respective Business Entity on a need to know basis. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password or the corporate account username and password. You are entirely responsible for any and all activities that occur under the use of your username and password whether or not actually or expressly authorized by you, including the transmission, posting, or other provision of data and documents. We take no responsibility for any loss or damage that occurs as a result of a disclosure by you of your password to third parties, or through any unauthorized access to your personal information. If you become aware of any unauthorised use of your password or of your account or of a corporate account, you agree to notify us immediately at corpsec@luther-services.com. 

You acknowledge and agree that you shall not (i) use the Platform or Services for any unlawful or prohibited activity or for any illegal purpose, (ii) or use the Platform or Services in a way which interferes with its availability for other Users or do anything that degrades the operational performance of the Platform, (iii) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, scrape, deep-link, transfer, sell or in any way exploit any content, information, software, products, images or services obtained from the Platform.

The Platform contains information and content provided by the Users. While every effort has been made to verify such information and content, we do not warrant or represent the accuracy, correctness or completeness of any of the data or information contained on the Platform that was provided by Users. Accordingly, we are not responsible for any errors (including manifest and typographical errors), inaccurate, misleading or untrue information supplied by other Users. The respective Users who provided such information or content remain responsible at all times for the accuracy, completeness and correctness of such information and content displayed on our Platform.

Confidentiality

In the provision of our Services and/or access to the Platform, you and other Users may exchange, or may be required to exchange Confidential Information amongst each other and with Luther whether orally or in writing and whether before, on or after the date of acceptance of these Terms of Use. Furthermore, in the provision of our Services and/or access to the Platform, Confidential Information may be made available to you. 

You consent that the Confidential Information may be used for the Purposes, the enabling of the Services, and as may be reasonably required for other purposes of the Business Entity you represent.

You shall at all times, keep and hold Confidential Information disclosed/made available to you via the Platform in the strictest confidence and shall not use, disclose or transmit such Confidential Information outside the Platform without the written consent of the disclosing party for any purpose other than the Purposes, the enabling of the Services, and as may be reasonably required for other purposes of the Business Entity. 

The above obligations of confidentiality shall not apply to the extent that that the relevant information:

1. Was at the time of receipt already in your possession;
2. Was received from a third party having the right to disclose it;
3. Is, or becomes in the future, public knowledge through no fault or omission of you; or, 
4. Is required to be disclosed by law.

Data Protection

As part of our Services, we may collect, use and disclose Personal Data (as defined by the Personal Data Protection Act 2012) in accordance with our Privacy Policy. 

The terms of the Privacy Policy are incorporated into these Terms of Use. In the event of any inconsistency between these Terms of Use and the Privacy Policy, these Terms of Use shall prevail to the extent of the inconsistency. 

By using the Platform and our Services, you consent to such collection, use and disclosure for the following purposes:

1. Providing the Services to the Business Entity you have a role in and provision of related legal services, tax and accounting services, or payroll processing provided by us and/or our associated companies, including but not limited to Luther LLP;
2. Auditing of the Business Entity you represent;  
3. Client relationship management (including sending updates, information relating to our Services);
4. Regulatory compliance (e.g. filings with ACRA or IRAS) and internal record keeping for the Business Entity you represent;
5. All other purposes necessary and/or incidental to the provision of our Services for the Business Entity you represent. You acknowledge and agree that your Personal Data, for the Purposes and in particular the purposes stated here above, may be disclosed to Luther, to other Users who represent the Business Entity you also represent, to an affiliate of Luther and to third parties such as auditors, within and outside of Singapore.

You acknowledge and agree that where you provide us with any Personal Data of third parties, you are obliged to obtain all consents, if necessary, from such third parties to collect, use and disclose Personal Data for the purposes set out above. In this respect, you undertake to, at all times, indemnify us and to keep us sufficiently indemnified against all claims and demands for which we may be legally liable and against all action, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against us or incurred or become payable by us in the course of collecting, using and disclosing third party personal data supplied by you.

Intellectual Property

The acceptance of these Terms of Use do not constitute a sale agreement and does not convey to you any rights of ownership in or related to the Services and/or the Platform, or any intellectual property rights owned by Luther and/or its licensors.

By agreeing to these Terms of Use you acknowledge that you have only a right to access and use the Platform. Other than the data (including personal data) inserted by the User, Luther and/or its licensors own the copyright in the content and features of the Platform. 

Luther and its licensors, where applicable, hereby grant you a revocable, non-exclusive, non-transferable, non-assignable, personal and limited license to use the Platform solely for the purpose of gaining access to the Services for the benefit of the Business Entity you represent, subject to the Terms of Use herein. All rights not expressly granted to you are reserved by Luther and its licensors.

Third party links 

Luther may use third party software and application programming interfaces ("APIs") to provide an optimal use of the Platform. Luther does not guarantee the reliability of such third party software or APIs. 

This Platform may contain links to other websites which are not maintained by us. Similarly, other websites may contain links to this Platform. We are not responsible for the contents of any third party websites and shall not be liable for any loss, damages or injury arising from the access to and use of contents of those websites. You should carefully review their privacy statements and other conditions of use. Any links to other websites are provided as a convenience to you as a user of this Platform, and does not imply our endorsement or recommendation of, or any association with the linked websites. We disclaim all responsibility and liability for the use of linked websites, which you access and use at your own risk.

Termination 

You agree that Luther is entitled to remove or suspend your access to your user account or a corporate account immediately in the event that you are found to be in breach of any of the terms stipulated in these Terms of Use. In such case Luther reserves the right to also terminate the engagement for the Services for the Business Entity you represent. For the avoidance of doubt, such termination shall not require Luther to compensate, reimburse or cover any cost incurred by you in the course of transferring the corporate secretarial services from our Platform to another service provider. 

Exclusion and Limitation of Liability

In no event shall we or our directors, employees or agents be liable to you or any third party for any injury, loss, claim, damage, whether based on contract, tort, strict liability or otherwise, or any actual, incidental, special, indirect, exemplary, punitive or consequential (including lost profits or other special damages) damage which arises out of or is in any way connected with any of the following:

1. Access to or use of the Platform and/or the Services;
2. Data, information, content or material contained in the Platform;  
3. Submission of any personal information, or any unauthorised alteration or access to your personal information, your transmission of data, any breach of security into the Platform through the global computer network or any transactions entered into through the Platform;
4. Any technical errors, unavailability of the Platform to you in whole or in part or any failure or delay in any way connected with the use of the Platform because of the global computer network, ancillary equipment or technology or any other circumstances.

Nothing in these Terms of Use shall exclude or limit our liability insofar as such liability cannot be excluded or limited under Applicable Law.

Indemnity 

By agreeing to the Terms of Use, you agree that you shall defend, indemnify and hold Luther, its affiliates, and any of its respective officers, directors, agents and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs and/or regulatory action) arising out of or in connection with: 

1. Your violation or breach of any of the Terms of Use; or 
2. Your violation of any rights of any third party arranged via the Platform or our Services; or 
3. Your use or misuse of the Platform and/or the Services.

Non-Exclusivity 

Nothing in these Terms of Use is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties. 

No Third Party Rights

No provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) by any person who is not a party to these Terms.

Severability and Waiver

If any provision herein is held by the Singapore courts to be illegal or unenforceable, the same shall be deemed to be deleted from these Terms of Use and shall be of no force and effect; whereas the remainder shall continue in full force and effect.

No waiver by us of any of these Terms of Use or default of yours under these Terms of Use shall operate or be construed as a waiver by us of any future defaults or provision.

Governing Law and Jurisdiction

By accepting these Terms of Use, you agree that the laws of Singapore, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise. The non-exclusive venue for all disputes arising out of and in connection with these Terms of Use is Singapore.

In the course of the provision of our services and in order to operate effectively, Luther LLP and Luther Corporate Services Pte. Ltd. (collectively referred to as “Luther”, “We”, “Us”, “Our”) collect, use and disclose personal information about individuals, including but not limited to personal information of individuals related to or provided by our individual or corporate clients.

This Privacy Policy (the "Policy") shall also govern the collection, use and disclosure of any Personal Data entered through Luther’s corporate secretarial online platform (the "Platform").

The purpose of this Policy is to detail our approach to the protection of Personal Data (as defined below) and toensure the consistent handling of Personal Data and compliance with the regulations of the Singapore Personal Data Protection Act 2012 ("PDPA").

Personal Data 

"Personal Data" is defined by the PDPA as data, whether true or not, about an individual who can be identified from that data or from that data and other information to which an organisation has or is likely to have access.

Please note that "business contact information" is not covered by the PDPA or this Policy. "Business contact information" refers to an individual’s name, position name or title, company name, business telephone number, business address, business electronic mail address or business fax number and any other similar informationabout the individual, not provided by the individual solely for their personal purposes.

Where we refer to a "Client" in this Policy, we refer to the persons and entities for whose benefit we provide our services, whether through the Platform or through any other means.

What Personal Data we collect

Personal Data collected, used and disclosed by Luther includes a variety of information which depend on theservices that we have been engaged for; and may include data such as full name, personal contact details, NRIC/Passport number, FIN, information about income, bank account information, education, work experience, date and place of birth, marital status, religion and such other information as may be required for the purposes stated below.

How we collect Personal Data

We may obtain Personal Data from our clients or data subjects in several ways, including but not limited to receiving it by email, handover of hard copies, obtaining it from government authorities like ACRA or IRAS, or through data entry or document upload via our Platform.

Luther Website Cookies

For information on cookies used when accessing the Luther website, please refer to the following privacy policy on said website: Privacy Policy | LUTHER Rechtsanwaltsgesellschaft mbH (luther-lawfirm.com).

Platform Cookies

On our Platform, we only use 'strictly necessary' session cookies. This means that we use cookies exclusively for the purpose of displaying the technical functions of our Platform, and making it available to our corporate Clients and to persons having a role in such corporate Client entity (e.g. shareholder, director).

Cookies are file texts created on a computer when its web browser loads or a web application is opened. Technical data may be collected by way of cookies when our services are accessed and provided through our Platform. We do not use the information that is collected through the afore- said cookies for the purposes of creating user profiles or evaluating your activities on the Internet.

Our cookies cannot be used to gather data from a hard drive, or other data that may be traced to an individual personally. By using our Platform, you consent to the storage and use of our cookies on your device.

You may adjust your browser’s settings to disable these cookies; however, doing so may limit your access to the full features and functions of our Platform. Those cookies already stored can be deleted at any point of time.

Purposes of collection, use and disclosure of Personal Data

Luther collects, uses and discloses Personal Data for the purposes of ("Purposes"):

1. Providing services to Clients, including but not limited to compliance checks, legal services, corporate secretarial services, tax and accounting services, payroll processing, immigra- tion matters;
2. Auditing the Client;
3. Client relationship management (including sending legal updates, information relating to our services);
4. Regulatory compliance (e.g. filings with ACRA or IRAS) and internal record keeping for the Client;
5. Where we have obtained consent: Sending updates, information relating to our business, services offered by our associated companies or third parties, events invitation, newslet- ters or publications and marketing materials. You may object, at any time, to the use of your data for the purposes set out in this sub-paragraph (e) by clicking on the 'unsubscribe' option in our emails or by emailing us sg-marketing@luther-lawfirm.com; or
6. All other purposes necessary and/or incidental to the provision of services to our

The above Purposes may continue to apply even in situations where your relationship with us (e.g. pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).

Other use of Personal Data

Should we seek to use Personal Data for a purpose different from the Purposes listed above, we will obtain the data subject’s approval prior to using their Personal Data for this new purpose or we will notify them respectively,provided that no exemption to the consent or notification obligation applies according to the PDPA and as stated here below in the next paragraphs.

Deemed Consent by Notification

We may collect or use your Personal Data, or disclose existing Personal Data for purposes that differ from the above listed Purposes for which we had originally collected the Personal Data. If we intend to rely on deemedconsent by notification for such other purposes, we will notify you of the proposed collection, use or disclosure of your Personal Data through appropriate mode(s) of communication. Before relying on deemed consent by notification, we will assess and determine if the collection, use and disclosure of the Personal Data is not likely tohave an adverse effect on you.

You will be given a reasonable period of not less than 10 days to inform us if you wish to opt-out of the collection, use and disclosure of your personal data for such other purpose.

After the lapse of the opt-out period, you may notify us that you no longer wish to consent to the purposes for which your consent was deemed by notification by withdrawing your consent for the collection, use or disclosure of your Personal Data in relation to those other purposes.

Legitimate Interest

In compliance with the PDPA, we may collect, use or disclose your Personal Data without your consent for ourlegitimate interests or the legitimate interests of our Clients. In relying on the legit- imate interests’ exception of the PDPA, we will assess the likely adverse effects on you and de- termine that the legitimate interests outweigh any adverse effect.

Third Party Websites

Please note that Luther’s website or our Platform may contain links to third party websites, which are not managedor maintained by us. We are not responsible for the contents of these third party websites and shall not be liable for any loss, damages or injury arising from the access and use

of contents of these websites. These websites are subject to their own privacy rules, and you should carefully review their privacy statements and other conditions of use before providing any personal information. Any links toother websites are provided as a convenience to you as a user of the Platform, and do not imply our endorsement,recommendation, or association with the linked websites. We disclaim all responsibility and liability for the use of linked websites, which you ac- cess and use at your own risk.

Provision of third party data

You acknowledge and agree that where you provide us with any Personal Data of third parties, you are obliged to obtain all consents, if necessary, from such third parties to collect, use and disclose Personal Data for the Purposes set out above and subject to this Policy. In this respect, you undertake to, at all times, indemnify us and to keep us sufficiently indemnified against all claims and demands for which we may be legally liable and against all action, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against us or incurred or become payable by us in the course of collecting, using and disclosing third party Personal Data supplied by you.

Disclosure and Transfer of Personal Data

We may disclose your Personal Data to any of our Luther, existing or future related, associated or affiliated companies or to any other third party (such as auditors, professional consultants or advisors (including law firms), accountants, agents, insurers, governmental bodies and authorities or any other third party), where such disclosure is required for performing our obligations in the course of or in connection with our provision of theservices requested by you and/or to satisfy the above Purposes.

In respect of the Platform, you acknowledge and agree that your Personal Data, for the above Purposes, may be disclosed to other users of the Platform who may have a role in the corporate Client you have a role in.

We will only transfer Personal Data outside of Singapore in accordance with the requirements of the PDPA.

Protection

Appropriate technical, organisational and administrative security measures are in place to protect Personal Data against unauthorised access, collection, use, disclosure, copying, alteration, acci- dental loss or theft, destruction, damage or similar risks such as loss of any storage medium or device on which Personal Data is stored. In theunlikely event that any of the aforementioned risks materialise ("Data Breach"), we will notify the Singapore Personal Data Protection Commission as well as the affected individuals in accordance with the provisions of thePDPA. Where we pro- cess Personal Data on behalf of a Client as its data intermediary, we will notify our Client without undue delay from the time we have grounds to believe that a Data Breach has occurred.

All employees from Luther are made aware of the importance of maintaining confidentiality of the Personal Data collected from our Clients or staff. Our employees' access to Personal Data is on a need to know basis only.

We engage the cloud service provider Amazon Web Services, Amazon Web Services (AWS) - Cloud Computing Services, ("AWS") to store any Personal Data collected through our Platform on their Frankfurt, Germany location.

Retention 

Luther will keep Personal Data no longer than is necessary for the purpose it was collected for or any business or legal purposes. Luther will take all reasonable steps to ensure that all Personal Data is destroyed, permanently deleted or anonymised if it is no longer required for those purposes.

Accuracy

Personal Data held by Luther is usually provided either by the Client or the data subjects themselves; Luther is therefore not responsible for the accuracy of this data in the first instance. However, if there is a complaint about the inaccuracy of Personal Data kept by Luther this may be referred to the Data Protection Officer.

Rights of Data Subjects

Under the PDPA, the data subject has the right to withdraw his/her consent to the collection, use and disclosure of his/her Personal Data. In the event that a data subject has withdrawn his/her consent, Luther will advise them on the consequences of the withdrawal and will cease to use or disclose the Personal Data in case the data subject’s consent is legally required.

The withdrawal of consent may be exercised by contacting Luther’s Data Protection Officer at the address below.

Data subjects have the right to access information held about them by Luther and, if the details are inaccurate, the data subject may request that such data be amended.

The right of access and correction can be exercised in accordance with the PDPA. Any access request may be subject to a fee to meet the cost in providing the data subject with details of the information Luther holds aboutthem. Such request shall be made in writing to the Data Protection Officer at the address below.

Data Protection Officer 

Luther has appointed a Data Protection Officer to whom any requests and complaints shall be addressed andforwarded to. The Data Protection Officer can be contacted via the email address dpo@luther-services.com.

Amendment of Policy 

Luther reserves the right to change or amend this Privacy Policy from time to time at its sole discretion. The revised Policy will be available from the Data Protection Officer.

Last updated January 2024