Grof Service Pte. Ltd. Terms & Conditions
Terms And Conditions For Service
THESE TERMS AND CONDITIONS, PRIVACY POLICY AND ANY OTHER POLICIES, RULES AND/OR GUIDELINES ON OUR WEBSITE AND APP (COLLECTIVELY “GROF RULES”) SHALL AND MUST BE READ CONCURRENTLY. BY USING OUR WEBSITE, APP, SERVICES AND/OR ORDERING PRODUCTS FROM THIS WEBSITE AND/OR APP, YOU HEREBY ACKNOWLEDGE THAT YOU’VE FULLY READ AND AGREE TO THE GROF RULES.
IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THE GROF RULES AND ANY ACCOMPANYING RISKS AND OBLIGATIONS, AND TO SEEK THIRD PARTY LEGAL ADVICE PRIOR TO AGREEING TO THE GROF RULES.
INTRODUCTION
These terms and conditions form our agreement with you ("Terms and Conditions"). They will apply to all work Grof Services Pte. Ltd. and/or any of its Subsidiaries (collectively "Grof", "our", "us" or "we") undertake for you with respect to all current and future work. The term "Subsidiary" is defined as any company controlled, directly or indirectly, by Grof Services Pte. Ltd.
You declare that you have full power, authority, eligibility and permission to engage in Grof’s Services. You are in good standing and you agree to the Terms and Conditions and will be bound at all times during our work (this “Agreement”).
These Terms and Conditions will take precedence unless expressly spelt out.
Engagement refers to all work and Services we undertake for you.
All references to “Client” or “you” are references to the client named or described in our invoice and your Approved Users (defined below). All references to “Company” or “Companies” are references to the company or companies that you engage our Service(s) for. All references to our “employees” or “staff” include employees or staff employed or otherwise employed by us to provide the Services (defined below) under the invoice.
SERVICES
The word “Services” or “Service” means access to our website, app, software and platform, any payment, transaction or electronic signing services, consultancy or any other services or facilities which we may offer to you from time to time via electronic means, including any modification thereof made by us (the scope and nature of which shall be determined at our sole discretion). The Services we have agreed to provide to you, which comprise the scope of work are set out in our invoice. We will exercise reasonable skill and care to provide the services in line with the appropriate professional standards.
From time to time, you may request additional Services from us. Where we agree to provide these Services to you, such Services will be governed by these Terms and Conditions.
In the course of providing our Services, we may rely on our proprietary or third-party software and/or platform to perform the Service(s). We have the discretion to change the software or platform at any time. You agree to hold us harmless for any disruption before, during and after the change of software or platform. You agree that the online user experience may be monitored or recorded for our training and quality assurance purposes.
We shall assume no responsibility or liability for omissions or errors that may appear before the engagement of our services; including during the handover of statutory records, and we cannot assure the accuracy of the documents (i.e. lodgements and resolutions) of the Company at any given time which was done before our appointment and/or of the transactions and documents executed without our knowledge and/or not under our scope of services.
Unless otherwise specifically stated, any advice relating to our Services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice, in any way, including by publication or electronic media, to any other party without our written consent.
We disclaim all responsibility for the consequences of anyone, apart from you or anyone else specifically permitted to in our Engagement.
The usage of our registered address should be limited to communications with banks and government agencies and should not be represented as your company’s principal place of business.
By providing the Services to you, you acknowledge and agree that we may outsource and/or work with the following and you shall disclaim us from all liability that may arise directly or indirectly:
any person (individual or non-individual) in Singapore or otherwise, which offer services or products, directly or indirectly through the Services; or to whom we outsource certain functions or activities to allow us to operate and/or provide our Services;
any government, regulator, law enforcement agency, financial institution, and ancillary service provider (including but not limited to, internet service, cloud network, logistics, transportation, facilities management, telecommunication, data centres, hardware and software providers, domain and system hosting), agent or subcontractor involved in our provision of the Services; and
any service providers for the purpose of creating, producing, storing, sending, and/or filing any documents or items on which such information should appear.
ADVICE
During the supply of our Service(s), we may provide oral, draft or interim advice reports or presentations to you. In these circumstances our final written report shall take precedent. No reliance should be placed by you on any draft or interim advice, reports or presentations. Where you wish to rely on oral advice or oral presentation, you shall inform us and we (at our sole discretion) may provide you with documentary confirmation of the advice.
We shall not be under any obligations, regardless of the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
Any advice that we give you will be based on the law effective at the date of the advice and based on what we are aware of. We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.
No actions taken by us and/or statements made in the course of our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.
Unless otherwise agreed with you, or specifically stated, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.
No advice we provide to you is intended to constitute or will constitute legal advice and it should be relied upon by you as such.
YOUR RESPONSIBILITIES
As a condition of your use of our Services, you further warrant that:
you are at least 18 years of age and are of sound mind,
you possess the legal authority to create a binding legal obligation,
you will use our Services in accordance with Grof Rules,
you will only use our Services for you or for another person for whom you are legally authorised to act,
you will inform such other persons about these Terms and Conditions that apply to the Services you have used on their behalf, including all rules and restrictions applicable thereto,
all information supplied by you to us for the purposes of the Services is true, accurate, current and complete, and
you will safeguard your Grof account information and will supervise and be completely responsible for any use of your account by you and anyone other than you.
Additionally, you agree not to host, display, upload, modify, publish, transmit, store, update or share any information that is defamatory, obscene, pornographic, invasive of another’s privacy, infringes any patent, trademark, copyright or other proprietary rights, violates any law, impersonates another person, contains software viruses, or would otherwise cause harm or disruption to our Services or other users.
We retain the right in our sole discretion to deny access to anyone to our Services, at any time without notice and for any reason, including, but not limited to, for violation of this Agreement.
We will use reasonable efforts to ensure that our Services are available at all times. However, our Services will be unavailable during downtimes for scheduled or emergency maintenance and/or upgrades.
You agree to pay for our Services we provide in accordance with the payment terms set out further below, in our service agreement and our invoice (and in case of any conflict between these 3 documents, the payment terms most favourable to Grof shall apply).
In order to provide our Services to you, we require your co-operation. You will:
Provide, in a timely manner, all information and materials that we reasonably require to enable us to provide the services set out in our Invoice or written communication.
Arrange and authorise our access to, as required: members of your staff, third parties, records, authorities including ACRA and IRAS, technology and system and premises; and
Respond to us promptly to facilitate the performance of these services.
You consent to our collection, use, disclosure, transferring, storing or otherwise processing any personal data (as defined by the Personal Data Protection Act 2012) provided to us or otherwise collected by us from any other sources or in the course of our engagement and you consent to the collection, processing, use and disclosure of personal data in accordance therewith.
Please do not assume that we know information you have not told us. We will rely on the information and material that you, or another party provide. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our Services.
If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may in any other way impact upon the services we provide to you, you must inform us immediately.
We disclaim all responsibility for your failure to inform us of any changes to any information and/or material which impacts upon the services we have agreed to provide to you.
If you provide any advice, opinion or report we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party arising out of their use or reliance on our advice, or report and for the costs of defending any such claims.
We are not responsible for any losses, costs, damages and/or liabilities resulting from use of our Services by anyone. You will not use our Services for illegal or improper purposes.
You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of our Services (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of our Services by other users, (3) not resell material on our Services, (4) not engage, directly or indirectly, in transmission of “spam”, chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of our Services.
In the event we, in our opinion, are obliged to meet any of your requirements or legal obligations, you agree that we are authorised to take any steps that we may in our reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at your expense.
You agree that in order to use certain of our Service(s), we shall require you and you shall accept customer agreements and terms from third party service providers (“3P Agreements”) and you shall not amend such 3P Agreements without prior written consent from such third party service providers.
APPROVED USERS AND APPROVAL REQUESTS
Approved User means any person(s) (whether natural or legal person(s)) authorised by you from time to time to use the Electronic Services in relation to your account with Grof.
You agree to ensure all Approved Users agree unconditionally to the Grof Rules.
You may set up and allow multiple Approved Users to gain access to your Grof account (“Account”) and/or amend the access rights of any other user for your Account, in each case, by submitting to us an authorisation request according to the process which we may prescribe from time to time (“Approval Request”).
Where an Approval Request provided to us appears to have been validly completed by you or your Approved User, we may process such Approval Request without any further duty of verification and absent any manifest error, will consider any such Approval Request to have been correctly and validly issued by you or your Approved User, and we shall not be liable for any losses, liabilities and/or costs incurred or suffered by you or any person for complying with such Approval Request.
If your Approved User accesses or uses our Services, we will deal with that person as if it was you using our Services and you shall ensure that each of your Approved Users is aware of and complies with these Terms and Conditions.
If you have authorised any person to give us Instructions on your behalf, you will be responsible for their actions and/or omissions, including any losses arising from any payments or transactions initiated or effected from your Account which they may undertake.
INSTRUCTIONS FROM YOU AND/OR APPROVED USERS
"Instructions" means any communications (regardless whether verbally or in writing), instructions, orders, messages, data, information or other materials received by us in relation to the Services which we reasonably believe come from you or your Approved User.
You authorise us to accept, rely and act upon any Instruction(s) received from an Approved User. We are under no obligation to check the authenticity or accuracy of any Instruction or data received from an Approved User and shall not be liable for any losses, liabilities and/or costs incurred or suffered by you or any person for complying with such Instruction.
Prior to submitting an Instruction to us, you shall ensure that all information contained in the Instruction is complete and accurate. If you subsequently learn of any error in the Instruction, you must immediately notify us in writing.
We shall have the right to decline to act on any Instruction without incurring any responsibility for loss, claim, liability, cost or expense arising out of so declining to act if:
your Instructions are (in our absolute discretion) unclear, incomplete or inconsistent with other instructions issued to us by you or your Approved User;
the Instructions have lapsed, been rendered invalid due to failure to comply with applicable conditions or are cancelled by a governmental or regulatory body;
the Instructions cannot be processed due to any circumstances and/or disruptions that are beyond our reasonable control;
processing the Instructions might directly or indirectly expose us to legal action or censure from any government, regulator or law enforcement agency; or
processing the Instruction might directly or indirectly bring us disrepute or negative publicity.
We will treat all Instructions as final and unconditional when we receive them through you or your Approved Users. This means we shall be entitled (but not obliged) to effect such Instructions without your further consent and notice to you.
You are responsible for maintaining your own records related to any Transactions and for reconciling such records against any entries made available via our Service(s). You must notify us promptly, and in any event, no later than seven (7) days after any unauthorised, incorrect, or disputed entry is entered via our Service(s).
NON-CONFORMANCE
If you become aware that the advice or work we have provided you does not conform to the scope of work set up or agreed upon, you must inform us immediately. You must give us the opportunity of at least 1 month to rectify any such advice or work.
If you fail to do so, we disclaim all responsibility for our advice/work failing to conform with the scope of work set out/agreed.
USING OUR SERVICES
We may make our Services available through different types and models of devices (including but not limited to, personal computers or mobile devices), and depending on the device, settings and/or system specifications, certain features of our Services may vary (or may be unavailable).
If you access our Services outside of Singapore, your access may be limited and subject to the relevant laws and regulations of that country. We will not be responsible for any fees, charges, expenses and/or liabilities which you may be exposed to for such use.
If in any situation where there are regulatory or licensing changes in any relevant jurisdiction, we may have to suspend the Services without giving you prior notice. In such circumstances, we will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.
We may introduce new or different forms of authentication service when you use our Services. We may introduce (or replace if already existing) new authentication methods for the Services from time to time without prior notice to you.
ENSURE SECURITY
Immediately inform us if you discover or suspect any unauthorised or erroneous transactions from or to your Account. Upon such discovery, you agree to take such steps to protect your Account, including changing any passwords, authentication keys, security devices, etc. to your email accounts, Account(s) and reporting such incidents and steps taken to us immediately.
In the event you become aware of a security breach, compromise or theft leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to your Account or any data associated with your Account, you shall: (i) notify us of the circumstances and scope of such incident within twenty four (24) hours; (ii) dedicate appropriate resources to investigating and take appropriate steps to mitigate the scope of such incident and the damage, loss and other negative consequences; and (iii) provide all necessary assistance to us in the resolution of the incident.
Where we are of the view that your Account and any associated security codes might have been compromised, in order to protect your Account, you agree that we may decide to (but are not obliged to) take any or all of the following steps:
Suspend all actions pertaining to your Account;
Require that you and/or your Approved Users identify yourselves to us by alternative means;
Require any Instruction to be confirmed to us through alternative means; and/or
Refrain from acting promptly upon any Instructions in order to confirm any Instructions, your identity and/or the identity of your Approved Users.
In respect of unauthorised or erroneous transactions from your Account, we will do our best to provide assistance to you, but we may not always be able to reverse such transactions.
Where such erroneous or unauthorised transactions were a result of your or any of your Approved User’s action, omission, authorisation (whether as a result of fraud or otherwise), recklessness or mistake, we will not be liable to you for any losses.
In respect of unauthorised or erroneous transactions to your Account, where we are satisfied that any sum credited to your Account was in fact unauthorised or erroneous (including any mistake made by us), we have the right to deduct such sums from your Account without your prior consent.
THIRD PARTY LINKS
In addition to making our Services available, our website and our Services also offer information and marketing materials. We also offer information, both directly and through indirect links to third-party websites. To the extent that we create the content on our website and/or Services, such content is protected by intellectual property laws of Singapore and international bodies.
Any links to third-party websites are provided solely as a convenience to you. We do not endorse the contents on any such third-party websites. We are not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites.
You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from us or the applicable third party.
Additional terms and conditions of third party suppliers and/or service providers may apply to your purchase or use of our Services. You agree to abide by the terms and conditions of purchase imposed by any third party supplier with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with the third party supplier’s rules and restrictions.
Save and except with our prior written consent, you may not insert a hyperlink to our Services or any part thereof on any other website or “mirror” or frame our Services or any part thereof on any other server, website or webpage.
We and you may use third party software and application programming interfaces (“APIs”) when using our Services. We do not guarantee the reliability of such third-party software or APIs.
You agree that we are not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information or our Services.
When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide such assurances may be considered by us to be a material breach of these Terms and Conditions and our Agreement.
LIABILITY DISCLAIMER
We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
The information, software, products and Services published on our website or quoted to you may include inaccuracies or errors, including pricing errors. We do not guarantee the accuracy of, and disclaim all liability for any errors or other inaccuracies relating to such information displayed on this Website.
We and our respective third parties we work with make no representations about the suitability of the information, software, products and services contained on this Website for any purpose. All such information, software, products, and Services are provided “as is” without warranty of any kind.
We and our third party partners hereby disclaim all warranties and conditions, whether express or implied, with regard to this information, software, products and services, including all implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, title and non-infringement.
For avoidance of doubt, in no event shall Grof be liable for any lost profits, costs, liabilities, or other indirect, special, punitive or consequential damages, even if we had been advised as to the possibility of such damages or losses.
To the extent permitted under Applicable Laws, under no circumstances shall our liability to you for any losses, lost profits and/or damages of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action), exceed the amount of the total Fees paid by you to us under this Agreement for the preceding three (3) months from the date giving rise to such claim.
You agree to indemnify, hold harmless and defend us from and against any and all losses, lost profits and/or damages whatsoever and howsoever arising which we may sustain, incur, suffer or pay arising out of, in connection with or pursuant to:
any transaction performed for you as part of our Service(s) including but not limited to damages due to identity theft, card/user fraud including value load fraud, point of sale and transaction fraud, cloning and phishing, over limit processing, under floor limit processing, or our efforts at fraud or unauthorised transaction recovery under Applicable Law (other than where caused by our gross negligence or wilful default);
any claim relating to your use of our Service(s); provided, that this provision shall not apply if such claim arises out of an act of fraud, gross negligence, willful misconduct or bad faith by us; and
all fines and penalties assessed by any regulatory body or payment processing network due to your actions, inactions or omissions or your having breached Applicable Laws or PCI DSS.
FEES
Grof reserves the right to review and amend the Fees and the Terms and Conditions in this Agreement at any time for any and/or all of our Services. The basis on which we charge fees and make any changes to this Agreement shall be communicated and agreed by you prior to the commencement or continuation of our work (“Fees”).
If you have signed up for a package and/or subscription plan and have made full payment for the total duration of such plan, such price change will not affect your current package and/or subscription plan if already accepted by Grof and that Services under such plan have commenced.
We will provide you with at least thirty (30) days’ notice before charging you with any price change on any annual or longer term plans.
Our invoice is payable upon the presentation of our invoice to you. Payments of our invoices are to be made free and clear of any withholding taxes or bank charges (if any). Should there be a request to terminate our services, there shall be no refund on any unused portion of any Services paid for.
If you do not pay our invoice in full, we may:
elect not to continue to provide services to you;
suspend work until further payment is made;
impose a late payment charge of one percent (1%) per month on the outstanding balances.
Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts will be added to the amount due from you.
If you’ve purchased a Service from us where there is an auto-renewal policy for that Service, we will usually send you (to your email account registered with us) a renewal reminder before the renewal happens. Prior to the date and time of renewal, you have the option to cancel the auto-renewal or change your plan before the renewal date. On the renewal date, the renewal automatically occurs and your registered credit card gets automatically deducted on such renewal date, and you agree that such renewal deduction is completely non-refundable.
If you have purchased a Subscription Package, we will automatically renew your subscription 30 days before the end of the applicable subscription period. Unless you choose to cancel such subscription before the end of the applicable subscription period, you authorise Grof to charge you in accordance with your last payment method or any other payment method we have on record for the fees relating to our Services for the renewed subscription.
The Fees shall be paid through a secure payment process incorporated into our Services, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire.
You agree that completion of the online payment process does not constitute our acceptance of your offer to purchase our Services. Our acceptance of your offer shall take place only on commencement of our Services that you have ordered from us.
It is your sole responsibility to periodically review billing information and/or invoices provided by Grof. Prices stated do not include any sales, use or excise tax or any other tax, duty or charge. All such taxes, duties or other charges shall be paid by you.
We reserve the right to refuse to provide our Services for any reason, and will refund any fees prepaid if an order is declined, provided that the Services have been completely unused by you.
If any amount due to us pursuant to this Agreement is not paid by you in full on or before such due date, you shall pay Grof a late interest of two per cent (2%) each month on any unpaid amount for the period beginning on the due date and ending on the date such outstanding amount is paid in full.
DISBURSEMENTS
In addition to our fees, we may incur expenses/disbursements on your behalf during the service. We will inform you upfront if such expenses/disbursements are required.
You consent and agree to reimburse us for any expenses/disbursements incurred in the course of our service.
DOCUMENTS
All materials developed, modified, designed or created by us in the course of carrying out our services, including know how, system, software, reports, documents, written advice, drafts and working papers belongs to us. Any correspondence or documents we provide to you during the course of the engagement belongs to you unless we specify otherwise.
Unless otherwise agreed, all original documents you have provided to us will belong to you.
On completion of our work, or termination of work, we will return to you any papers to which you are entitled. Upon completion of our work, we will store our file, including any documents or materials you leave with us, for a period of 5 years (or such longer period mandated by law) from the date of our final invoice. You authorise us to destroy our files after the expiration of that period.
We accept no liability for any losses you suffer if our file, including any documents or any other material you leave with us, is damaged or destroyed for any reason.
We will exercise our right to retain documents to which you are entitled, unless all our outstanding fees and disbursements are paid in full.
COMMUNICATION AND ELECTRONIC DOCUMENTS
Each party is authorised to communicate with and provide documents to the other party by post, facsimile or electronically. To the extent permitted by law:
each party will not be responsible for any liability caused in connection with electronic transmissions; and
we will not be responsible for any delay, non-delivery or interruption of any of the methods of communication.
Instructions given by you to us on a non-Business Day or after close of business (being 6 pm Singapore time) on any Business Day shall take effect at the start of the next following Business Day. “Business Day” shall mean a day on which banks generally are open for business in Singapore.
You will take all reasonable steps to ensure you have suitable systems in place to prevent data corruption, virus transmission in your electronic documents or other communications.
When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form.
You acknowledge and accept the risk that electronic communications may not always be secure, irrespective of the security we have in place.
You will contact us immediately if you have any concerns about the authenticity of any documents or communications purportedly sent by us.
You will inform us immediately when there is a suspected attack on your database which may cause our data to be leaked.
CONFIDENTIALITY
"Confidential Information" means any oral, written, graphic or machine readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure.
In conducting our work, information acquired by us in the course of our work is subject to strict confidentiality requirements and treated as Confidential Information. Such Confidential Information will be treated as follows:
we shall protect the Confidential Information in a reasonable manner and in accordance with general protection standards of Singapore;
we shall use Confidential Information only to perform our obligations for our work with you; and
we shall reproduce Confidential Information only as required to perform our work with you.
We may disclose Confidential Information if this is required by law, in which case we will (unless prohibited by law or order) give you advance notice of such requirement and we will cooperate with you within a reasonable manner in your lawful efforts to resist or narrow the scope of such required disclosure.
Our confidentiality obligation does not apply to any information which is or becomes public knowledge other than by a breach of our confidentiality obligations or known from other sources without restriction on disclosure.
You agree that we may disclose Confidential Information in an aggregated and/or anonymous format 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.
If Grof is compelled by law to access or disclose your Confidential Information as part of a civil proceeding to which you are a party to, you agree to reimburse Grof for the reasonable costs of compiling and providing secure access to such Confidential Information.
TRANSMISSION TO THIRD PARTIES
We strongly believe in protecting user privacy and providing you with notice of our use of data. Please refer to our Privacy Policy posted on our website.
We may transfer your personal data to service providers or Grof’s subsidiaries throughout the world to process Instructions and your transactions and provide you with our products or services. You agree that your personal information may be processed, accessed or disclosed in countries outside of Singapore. Regardless of where we process your information, we still protect it in the manner described in our privacy policy and according to the applicable laws of Singapore.
Without prejudice to our Privacy Policy, you agree that any information provided by you may be disclosed to and used by the following parties:
credit bureaus and similar institutions to report or ask about your financial circumstances, and to report or collect debts you owe;
regulatory authorities, courts, and governmental agencies to comply with legal orders, legal or regulatory requirements, and government requests;
our service providers, affiliates, payment intermediaries, regulatory authorities and governmental agencies to detect and prevent fraud and any other criminal activity, and to protect Grof and others against such fraudulent or criminal activity;
our affiliates and Grof’s subsidiaries for marketing, risk management and transaction monitoring purposes;
our service providers who perform services for us and help us operate our business and our Services; and
to our professional advisors (including our lawyers) to protect and advance our rights.
REVIEWS
We are always grateful to receive your reviews and feedback. You agree that by submitting such review and feedback content to us by electronic mail, postings on our website, third party review websites (including but not limited to Google reviews) or otherwise (collectively, “Submissions”), you grant Grof a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Submissions throughout the world in any media, now known or hereafter devised.
You agree and acknowledge that Grof may choose (but is not obligated to) to provide attribution of your comments or reviews, and that such Submissions may be shared with our third party partners.
You acknowledge and agree that Submissions are non-confidential and non-proprietary. You expressly waive any and all “moral rights” (including rights of attribution or integrity) that may subsist in your Submissions.
We take no responsibility and assume no liability for any Submissions posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Website.
You are fully responsible for the content of your Submissions. You shall be solely liable for any damages resulting from any violation of these Terms and Conditions, or any other harm resulting from your posting of content to this website.
COPYRIGHT AND INTELLECTUAL PROPERTY
Unless otherwise specified, we retain all copyright and intellectual property rights in all materials developed, designed or created by us in the course of carrying out the services including know-how, system software, reports and working papers.
You acknowledge that any documents or materials given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.
All trade marks, service marks and logos used on our website and/or on our Services are the property of Grof and/or the respective third party proprietors. No licence or right is granted and your access to our website and Services should not be construed as granting any license or right to use any trade marks, service marks or logos appearing on our website and/or on our Services without our prior written consent.
COUPONS
Discount coupons (“Coupons”) may be applied to products which have been made known to the customer that will apply with each specific Coupon. Unless stated otherwise in a particular Coupon’s terms & conditions:
The Coupon is personal to you, can only be used once and will be deemed fully redeemed and expired once a qualifying purchase has been made.
Provided that you spend the minimum spend stipulated in the Coupon (if applicable), the Coupon entitles you to the discount off the price of the relevant Service before the application of any taxes.
The Coupon cannot be redeemed against taxes, tax recovery charges, supplier fees, cancellation or administrative fees or other miscellaneous charges.
The Coupon is valid only for the redemption period stated in such Coupon.
Only one Coupon per transaction may be used.
The Coupon may not be used or combined with other coupons, promotions or special offers.
The Coupon cannot be used for any purchase previously made. The Coupon has no cash value and no refunds or cash alternative will be offered.
The Coupon is void where prohibited by law and may only be used by you if you are aged 18 and over.
Improper use of the Coupon by you including, but not limited to, publication or selling of the Coupon is prohibited, will result in the voiding of the Coupon, and may constitute fraud.
The Coupon may not be transferred or sold. Coupons obtained through unauthorized channels, mutilated, altered, copied, forged, damaged, manipulated, or tampered with in any way will be deemed void.
We reserve the right to vary conditions of use of the Coupon or to withdraw the Coupon at any time. Our decision is final in all matters relating to this offer.
AFFILIATE PROGRAMME
You are automatically enrolled into Grof’s Affiliate Programme (“Affiliate Programme”) when you purchase any of our Services.
The Affiliate Programme is governed by the Grof Affiliate Agreement (“Affiliate Agreement”).
You agree that the Affiliate Agreement is made a part of these Terms and Conditions by this reference and you will be bound by them. To view the Affiliate Agreement, please consult our website.
ANTI-MONEY LAUNDERING / COUNTER-TERRORISM FINANCING
In common with all Registered Filing Agents, we are subject to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act and the Terrorism (Suppression of Financing) Act.
We are bound to report to the Suspicious Transaction Reporting Office if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure by us to make a report where we have knowledge or reasonable grounds for suspicion will constitute a criminal offence.
The offence of money laundering includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in Singapore or elsewhere. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such benefit.
We have a statutory obligation to report instances of money laundering without your knowledge or consent. In consequence, neither our staff may enter into any correspondence or discussion with you regarding such matters.
Upon our written request, you shall provide all documentation and other evidence or information as requested by us and assistance as required by us in order for us to carry out and be satisfied with the results of all necessary “know your client” or other checks (“Due Diligence Checks”) which we are required to carry out under any Applicable Laws or legislation or by any regulatory or financial services authority.
PROBLEM RESOLUTION
If you are unhappy with the services we have provided, or would like to make suggestions on how we can improve, we welcome you to contact us at [email protected]. We will investigate all complaints carefully and promptly and resolve any difficulties.
Where your complaint(s) is regarding a service provided by a third party service provider, you agree that we may notify and share the complaint details (and any information or content you’ve provided through your dealings with us) with such third party service provider.
CONSEQUENCES OF BREACH
If we, in our sole discretion, believe that you or your Approved Users may have breached any provision of these Terms and Conditions, we may take action(s) to protect ours, other users’ and third parties’ interests which may include but is not limited to:
Terminating of any agreement between you and us, including these Terms and Conditions;
closing, deleting, suspending, blocking, or limiting your and/or your Approved Users’ access to your Account;
contacting any person who or entity which may have transacted with you;
warning our other customers, government and regulatory bodies and/or affected third parties;
updating any inaccuracies on our Services or in our systems;
taking legal action against you and/or your Approved Users; and/or
fully or partially reversing a transaction carried out using our Services.
TERMINATION
Subject to applicable laws and our professional obligations, our work may be terminated as set out in this Clause 25.
We may terminate our work by giving you fourteen (14) days’ notice in writing, unless a shorter period is required for matters of urgency (in our sole discretion), if:
you do not pay our account;
we have requested instructions, information or materials from you but you have failed to provide them in a timely manner;
you give us information that is false and misleading;
we believe that we may have a conflict of interest;
there is a change of circumstances beyond our control (such as regulatory related developments) that prevents us from providing the services to you; or
any other reasonable grounds.
Either party may terminate our work by written notice to the other party:
at any time by giving the other party fourteen (14) days’ notice in writing;
immediately if the other commits any material breach of this agreement and/or our Privacy Policy that is not remedied within fourteen (14) days’ receipt of a notice requiring the breach to be remedied; or
immediately in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.
In the event of termination for whatever reason(s), you agree that all Fees you’ve paid (whether for work completed or uncompleted) are non-refundable.
Upon termination of our work, all sums due to us shall become payable in full when termination takes effect. Upon the payment of all sums due to us, each party shall return any documents, records or property belonging to the other party, and you agree that your Company information and Confidential Information may be deleted or overwritten from our website, Services and/or servers.
Termination under this clause shall be without prejudice to any rights that may have accrued before termination.
FORCE MAJEURE
The operation of our 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.
You agree that we shall not be liable for any delay or failure to perform our obligations under these Terms and Conditions if the delay or failure is due to any such events or causes referred to in Clause 26.1 above, or any other event beyond our reasonable control.
CHANGES
Changes to these Terms and Conditions and our Agreement must be in writing and signed by us. The effective date for any such changes is the date on which you agree to such changes.
You should check this page from time to time to ensure that you are happy with any changes. We will alert you that changes or revisions have been made by indicating on the top of this Terms and Conditions the date it was “last updated”. The changed or revised Terms and Conditions will be effective immediately after it is posted on our website and/or as part of our Services.
If you do not agree to the changes made to these Terms and Conditions, you must immediately notify us and discontinue your use of our website and Services.
GOVERNING LAW AND DISPUTE RESOLUTION
All Services we provide and these Terms and Conditions will be governed by and constructed according to the laws of Singapore.
Any dispute arising to these Terms and Conditions shall be submitted to mediation before a mediator chosen by parties or, where the parties cannot agree, by the Singapore Mediation Centre.
Any dispute arising out of or in connection with this contract that cannot be resolved by the mediation process as per Clause 28.2, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore, and the arbitration tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
USE OF OUR REPORTS
You may not disclose any report (or any portion or any summary of a report) (“Report”) provided by us under our service externally to any party (including your affiliates), or refer to us in connection with the services, except:
to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the services provided;
to the extent, and for the purposes, required by law (and you will promptly notify us of such legal requirements to the extent you are permitted to do so); or
to other persons (including your affiliates) with our prior consent, who may only use it as we have specified in our consent.
You may not rely on draft reports. We shall not be required to update any final report for circumstances which we become aware of, or events that happen after our delivery of our report.
OTHERS
Except as provided expressly in these Terms and Conditions, a person or entity that is not a party to the Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap.53B).
You agree that we may work for other clients, including your competitors.
Neither of us may assign any of our rights, obligations or claims under this Agreement.
If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and in effect.
Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our website and Services or our Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Grof Services Pte. Ltd.
32 Pekin Street #05-01, Singapore 048762
+65 6016 6399
[email protected]
Mon - Fri: 9am - 6pm
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