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1. About these terms
These terms are an agreement between you and VELORI GROUP COMPANY LIMITED, trading as Asoke Legal and operating Duly ("Duly", "we", "us"). They apply when you use our website or buy any of our services. By completing checkout, you confirm you have read and accept these terms, and that you have authority to accept them for any company or person you act for.
2. Our services
Duly helps founders set up and run a Singapore private limited company. Depending on what you buy, this may include:
- Company incorporation and filing with the Accounting and Corporate Regulatory Authority (ACRA)
- Company secretary services
- A registered office address with mail scanning
- A local nominee director
- Accounting and tax services, if you add them
Regulated corporate services, including nominee director, company secretary and filing services, are provided by [LICENSED PARTNER], a registered corporate service provider in Singapore. Duly provides the platform, coordinates these services and is your main point of contact.
We do not provide legal, tax or financial advice. Where you need advice on your own circumstances, you should speak to a qualified adviser.
3. Eligibility and identity checks
You must be at least 18 years old to use our services. Before we file anything, we and our partner must verify the identity of the company's directors, shareholders and beneficial owners, and assess the company's proposed activities, as required by anti-money laundering laws.
We or our partner may decline to act, or stop acting, for any company at our discretion, including where checks cannot be completed or the proposed activity falls outside what we support. If we decline before your company is filed, we refund what you paid in full.
4. Your responsibilities
- Give us information that is accurate, complete and up to date, and tell us promptly about any material change to your company's activities, ownership or directors.
- Provide documents and records by the deadlines we give you.
- Make sure you have permission to share the personal information of anyone you add to your company.
- Use your company only for lawful purposes and comply with the laws that apply to it.
- Keep your account details secure.
5. Nominee director service
If you choose a nominee director, they are appointed solely to meet Singapore's requirement for a locally resident director. They will not take part in managing or operating your company, will not be a signatory on its bank accounts, and will only sign documents within the scope set out in a separate nominee director agreement, after review and approval. You will sign that agreement before appointment.
A refundable security deposit of S$[1,000] applies while the service is active. It is paid by bank transfer after checkout, and we appoint your nominee director once it has been received. When the service ends, we return the deposit, less any unpaid fees, costs or penalties arising from your company's obligations.
The nominee director may resign on notice if you do not pay fees, do not provide information they reasonably request, breach these terms or the nominee director conditions below, or if continuing would expose them to legal or regulatory risk. You will then need to appoint a replacement resident director.
5A. Nominee director conditions
While we provide your nominee director, you agree to:
- Use Duly's accounting and tax service for your company's bookkeeping, financial statements and tax filings, unless your company is audited by an independent auditor and we agree otherwise in writing.
- Send us your company's bank statements for every account each month, by the 15th of the following month.
- Use Duly's registered office address, and allow us to receive, open and scan official correspondence addressed to your company.
- Get our written approval before opening any new bank or payment account for your company.
- Stay contactable, and respond promptly to our requests about compliance, identity checks or your company's activities.
- Keep your company compliant with all laws and regulations that apply to it.
- Indemnify Duly, [LICENSED PARTNER] and your nominee director against any loss, liability or cost arising from your company's acts or omissions, or your breach of these conditions, to the extent the law allows.
If you breach these conditions, we may refuse instructions, suspend or end the nominee director service, and take reasonable steps to protect the nominee director, including their resignation.
6. Fees and payment
Prices are shown in Singapore dollars at checkout and include the government fees stated on our website. You pay the first-year fee at checkout. Payments are processed securely by our payment provider; we do not store your full card details. The nominee director deposit, where it applies, is paid separately by bank transfer.
Where taxes such as GST apply, we will show them at checkout or on your invoice.
7. Renewals and cancellation
Your plan renews automatically each year at the renewal price shown when you bought it, unless you cancel. We will remind you at least [30] days before renewal. An account cancellation feature is not implemented. The cancellation method, notice period and effective date require approval before any live subscription is offered.
If you cancel the nominee director, company secretary or registered address service, your company must appoint replacements and update its records with ACRA. If you end the nominee director service, you must appoint a replacement resident director before the nominee resigns, and move your accounting, company secretary and registered address services at the same time. We can help with the transfer for a fee we will tell you in advance.
8. Refunds
- If we cannot incorporate your company, we refund what you paid in full.
- Once your company has been filed with ACRA, the incorporation and first-year fees are non-refundable, except where the law requires otherwise.
- Accounting fees for a period where work has not yet started are refunded on a pro rata basis if you cancel.
- The nominee director deposit is handled as described in section 5.
9. Accounting and tax services
Accounting and tax is required while we provide your nominee director (see section 5A), and optional otherwise. Your fee is based on the transaction volume band you choose. If your actual volume moves into a different band, we will tell you before any change to your fee. Your annual fee covers bookkeeping, financial statements, corporate tax filing and XBRL filing for one financial year.
The fee assumes you provide complete records on time and that your company has standard accounting needs. Work to catch up on or reconstruct historical records, or work outside this scope, will be quoted separately before we start. You remain responsible for reviewing and approving your company's filings.
10. Our liability
Nothing in these terms excludes rights you have under the Australian Consumer Law or any other law that cannot be excluded.
To the extent the law allows, our total liability to you is limited to the fees you paid us in the 12 months before the claim, and we are not liable for indirect or consequential loss. We are not responsible for delays or decisions by government authorities, or for losses caused by information you gave us that was inaccurate or incomplete.
11. Changes to these terms
We may update these terms from time to time. If a change materially affects you, we will tell you by email at least [30] days before it takes effect. Changes apply from your next renewal unless the law requires otherwise.
12. Governing law
These terms are governed by the laws of [New South Wales, Australia], and you and we submit to the courts of that jurisdiction.
13. Contact us
Questions about these terms? Email us at hello@asokelegal.com or write to VELORI GROUP COMPANY LIMITED, 71 Soi Sukhumvit 8, Khlong Toei, Bangkok 10110, Thailand.