Terms Of Business

Annexe 1 – Scope And Terms of Engagement

Annexe 2.1 – Terms Of Business

Annexe 2.2 – Terms On Your Use Of Our Website

Annexe 3 – Standard Request List Of Records

Annexe 1 – Scope And Terms of Engagement

Accounting service – Setup (Accounting software, accounting books and records by creating a filing system for documents)
1. Scope of service
  1. Basic setup of accounting software
    1. Set up chart of account
    2. Link up with banks and other connected apps
    3. Customisation of templates/forms (3 documents) and email template (additional customisation available at separate cost)
    4. Migration of data: Opening balances, of outstanding invoices and unpaid bills, bank, fixed assets
    5. Configuration of user access level
  2. Others
    1. We will understand your needs and your industry norms, discuss and recommend how a set of records filing can be done most efficiently and effectively.
    2. Accounting books and records include billing invoices, vendor invoices, receipt vouchers, payment vouchers, journal vouchers, bank statements, government notices, etc.
    3. Our recommendations will take into consideration of the best practices and the generally accepted practices.
2. Terms of engagement
  1. Accounting software and location
    1. If the accounting software was not purchased from or not subscribed through us, the customisation may be done at your office and using a computer provided by you.
    2. If the accounting software was purchased from or subscribed through us, you acknowledged that this service is on top of the purchase or subscription of the accounting software.
  2. Migration of data: This relates to the opening balances of the current month of the engagement. Data for the period starting from the current financial year to date will be at a separate engagement.
  3. Subscription period and subscription fee: The subscription of the SaaS application will be renewed automatically on an annual basis to prevent any disruption to the operations.
Accounting service – Monthly accounting
1. Scope of service
  1. We provide monthly accounting and monthly management report
  2. Accounts are prepared and kept in accordance with the provisions of the Singapore Companies Act, Cap 50 and Singapore Financial Reporting Standards (“FRS”) based on the accounting records provided
  3. Monthly management report relates to financial statements, i.e. income statement, balance sheet, bank reconciliation statements, notes to financial statements
  4. We liaise with auditors for and during the audit of the financial statements
  5. Refer to Annexe 3 for our standard list of request of records necessary for the engagement
2. Terms of engagement
  1. Period: Our Services is limited to the period stated herein.
  2. Frequency of visit: We will visit your office regularly, which we will arrange with your respective personnel in due course.
  3. Our fees:
    1. Our fees are based on your actual annual expenses for the financial year.
    2. Our fees are billed upfront based on your financial year end.
    3. Our fees will be adjusted accordingly should your actual annual expenses fall below or exceed your selected plan’s threshold, or if there is any highly complex area that requires accounting estimates and management judgement. Examples of complex areas can be found in the next point. We will issue a credit note or an additional invoice to you after we close your financial year end book, for the difference in amount between the actual fees and your selected plan and/or add-on services.
    4. Complex areas: The following are examples of complex areas, but not limited to, require estimates, judgement and higher complexity in accounting treatment therefore, we will require additional charges:
      1. bank loan
      2. construction contracts
      3. property, plant and equipment
      4. investments (e.g. equity, property, derivative)
      5. intangible assets
      6. provisions (e.g. warranty, claim)
      7. deferred taxation
      8. lease
      9. foreign currency
      10. consolidation
    5. To ensure that we can deliver a high quality engagement within our fees estimate, we will conduct a fee review with you in the third month after the commencement of the engagement and on an annual basis.
    6. Our fees exclude any out-of-pocket expenses.
  4. Our responsibilities
    1. We will not seek to review or verify the authenticity of the documents, accuracy of the data, information or explanation that is provided to us. Accordingly, our engagement cannot be relied upon to detect errors, fraud, such as collusion, forgery, intentional omissions, misrepresentations or override of internal control or any illegal acts.
    2. While it may be necessary to seek clarification of the information provided, and we will inform you of any material error, fraud or illegal acts that may come to our attention unless they are inconsequential. In addition, we have no responsibility to identify and communicate to you in writing concerning any significant deficiencies in internal control as part of this engagement, and therefore this engagement cannot be relied upon to disclose such matters.
  5. Your responsibilities – We would like to highlight that the management and, where appropriate, those charged with governance, accept, and understand that they are responsible:
    1. for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards;
    2. for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition;
    3. that transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets;
    4. for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so; and
    5. overseeing the Company’s financial reporting process.
    6. We seek to remind you that you are primarily responsible for ensuring that the accounts are accurately reported and are submitted to the relevant authorities before their deadlines. You are required to ensure that proper records, supporting documents and schedules are kept for inspection by the relevant authorities.
  6. Software subscriptions, records and transfer
    1. Where software subscriptions are procured or administered through Biz Square, the arrangements relating to subscription fees, administrative control, access, renewal, cancellation and transfer shall be governed by Annexe 1, Section 9 (Subscription of Software-as-a-Service Software).
    2. The Client retains its applicable rights to its underlying business, accounting, payroll and statutory records.
    3. Biz Square retains its rights over its internal working papers, proprietary methodologies and other materials as provided under Annexe 2.1, subject to applicable law and professional obligations.
    4. Upon suspension or termination of the engagement, any transfer of software subscriptions, retrieval of records and additional transition assistance shall be governed by the relevant provisions of Annexe 1, Section 9 and Annexe 2.1, Clause 7.
  7. Destruction of documents and files
    1. While certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than five years old, other than documents that we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.
    2. Upon our request either during our engagement or following the termination of the engagement, you must collect your property without delay which will be released to you once our accounts are paid. Should any of your property remain in our possession following our request to collect it, we will hold the property for six months before destroying it.
Accounting service – Compilation of annual report
1. Scope of service
  We will assist in the preparation and presentation of the financial statements which comprise the balance sheet as at the end of the reporting period and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, in accordance with the provisions of the Singapore Companies Act, Cap 50 and the Singapore Financial Reporting Standards.
2. Terms of engagement
  1. Our responsibilities
    1. We will not conduct any assurance or review engagement procedures to verify the accuracy or completeness of the information you provide to us or otherwise gather evidence to express an audit opinion or a review conclusion on whether the financial statements are prepared in accordance with the provisions of the Singapore Companies Act, Cap 50 (the “Act”) and the Singapore Financial Reporting Standards (“FRS”). Accordingly, our engagement cannot be relied upon to detect errors, fraud, such as collusion, forgery, intentional omissions, misrepresentations or override of internal control or any illegal acts.
    2. While it may be necessary to seek clarification of the information provided, and we will inform you of any material error, fraud or illegal acts that may come to our attention unless they are inconsequential. In addition, we have no responsibility to identify and communicate to you in writing concerning any significant deficiencies in internal control as part of this engagement, and therefore this engagement cannot be relied upon to disclose such matters.
    3. We will also not assess whether the Company meet the qualification criteria of small company concept for audit exemption. A company qualifies as a small company if it is a private company in the financial year in question; and it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
      1. total annual revenue ≤ $10m
      2. total assets ≤ $10m
      3. no. of employees ≤ 50
    4. For a company which is part of a group: the company must qualify as a small company; and entire group must be a “small group” to qualify to the audit exemption. For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years. Where a company has qualified as a small company, it continues to be a small company for subsequent financial years until it is disqualified. A small company is disqualified if:
      1. it ceases to be a private company at any time during a financial year; or
      2. it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.
    5. Where a group has qualified as a small group, it continues to be a small group for subsequent financial years until it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.
  2. Your responsibilities
    1. You acknowledge and understand that our role is to assist you in the preparation and presentation of the annual report, including the directors’ statement and financial statements in accordance with the provisions of the Act and FRS. Accordingly, you are responsible for:
      1. the financial statements and the preparation and presentation are in accordance with the provisions of the Act and FRS that is acceptable in view of the intended use of the financial statements and the intended users;
      2. the accuracy and completeness of the records, documents, explanations, and other information you provide to us for the purpose of compiling the financial statements; and
      3. the judgments needed in the preparation and presentation of the financial statements, including those for which we may help during the engagement.
    2. Complex areas: The following are examples of complex areas, but not limited to, require estimates, judgement and higher complexity in accounting treatment therefore, we will require additional charges:
      1. bank loan
      2. construction contracts
      3. property, plant and equipment
      4. investments (e.g. equity, property, derivative)
      5. intangible assets
      6. provisions (e.g. warranty, claim)
      7. deferred taxation
      8. lease
      9. foreign currency
      10. consolidation
Managed services – Finance function
1. Scope of service
  1. Perform accounting-related administrative services
  2. Sales and receipt cycle include:
    1. prepare sale invoice
    2. prepare cash collection and outstanding report of customers
  3. Cost of sale/expense and payment cycle include:
    1. receive instruction to make payment on expenses claim by employees and bills duly approved by your authorised personnel;
    2. prepare payments in the internet banking platform of your bank;
    3. prepare cash disbursement report
  4. Refer to Annexe 3 for our standard list of request of records necessary for the engagement
2. Terms of engagement
  1. General
    1. We need to be provided with the appropriate details, such as delivery orders or service reports, to ensure that sale invoices are correctly issued with accurate descriptions. It is good practice for an authorised person to check and approve the sale invoices before issuance to the customer to ensure that there is no mistake. If you are using accounting software, the authorised person/(s) will perform their check and approval in the accounting software.
    2. We also need the names of the authorised persons and their specimen signatures (as they will appear in the approved documents) to enable us to verify the approved documents when performing the engagement.
  2. Internet banking and user account: Payments shall be made via the internet banking platform of your bank. We shall be provided with a separate user account access to your bank’s internet banking platform.
  3. Frequency of visit: We will visit your office regularly, which we will arrange with your respective personnel in due course.
  4. Our fees:
    1. Our estimated fees are based upon, among other things, the representations you have made to us. Our fees will be adjusted accordingly if the actual volume of activities and the complexity of the work differ significantly from our estimates.
    2. A transaction refers to, but not limited to, the following:
      1. A sale invoice to a customer
      2. A bill from a supplier/vendor
      3. An expense claim by an employee
  5. Software subscriptions, records and transfer
    1. Where software subscriptions are procured or administered through Biz Square, the arrangements relating to subscription fees, administrative control, access, renewal, cancellation and transfer shall be governed by Annexe 1, Section 9 (Subscription of Software-as-a-Service Software).
    2. The Client retains its applicable rights to its underlying business, accounting, payroll and statutory records.
    3. Biz Square retains its rights over its internal working papers, proprietary methodologies and other materials as provided under Annexe 2.1, subject to applicable law and professional obligations.
    4. Upon suspension or termination of the engagement, any transfer of software subscriptions, retrieval of records and additional transition assistance shall be governed by the relevant provisions of Annexe 1, Section 9 and Annexe 2.1, Clause 7.
  6. Destruction of documents and files
    1. While certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than five years old, other than documents that we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.
    2. Upon our request either during our engagement or following the termination of the engagement, you must collect your property without delay which will be released to you once our accounts are paid. Should any of your property remain in our possession following our request to collect it, we will hold the property for six months before destroying it.
Managed services – Payroll and human resources administration service
1. Scope of service
  1. Payroll Management
    1. Process payroll (salary, bonus and other employee compensation) with applicable deduction of statutory mandatory CPF and Self-Help Group (“SHG”) contributions;
    2. Process no pay leave via the HRM and expense claims via the Dext;
    3. Provide payroll report;
    4. Prepare itemised payslips and notify employees of their monthly payslips;
    5. Process payroll summary details by synchronising with online accounting software or providing journal entry;
    6. Prepare and submit:
      1. CPF contributions to CPF Board by the stipulated deadline;
      2. Year-end tax forms (e.g. IR8A) and relevant appendices for distribution to employees and submission to IRAS via Auto-Inclusion Scheme (“AIS”)
    7. Preparation of and submit ad hoc statutory claims such as national service, maternity, childcare, and other related forms (separately charged)
    8. Create GIRO payment files (separately charged)
  2. Leave Management in HRM
    1. Track leave
    2. Employees and Approvers can apply and approve leave
  3. Staff management: Maintain human resources personnel file for all employees by storing information and supporting documents in the Human Resource Management (“HRM”) software.
  4. Refer to Annexe 3 for our standard list of request of records necessary for the engagement
2. Terms of engagement
  1. General: We require you to use one of our Human Resource Management (“HRM”) software from our partners.
  2. We shall be provided with the following supporting documents, which will form part of the personnel file:
    1. Identity card/passport showing particulars of the respective employees
    2. contract of service or letter of employment showing details of remuneration and other benefits
    3. Salary adjustments, incentives, bonuses, special allowances, etc and payments thereof will be based on your written approval and instructions received by us
    4. education/training and skills development
    5. Organisation chart with reporting and leave approval structure
    6. Employee handbook
  3. Subscription period and subscription fee: The subscription of the HRMS will be renewed automatically on an annual basis to prevent any disruption to the operations.
  4. Internet banking and user account: Payroll payments shall be made via the internet banking platform and the bank’s payroll GIRO feature. We shall be provided with a separate user account access to your bank’s internet banking platform.
  5. CorpPass: The company shall authorise us as a third-party service provider for e-Services via CorpPass with:
    1. Central Provident Fund Board (“CPF Board”) for
      1. Employers and Business Partners
      2. Submission of Employment Income Records
      3. CPF EZPay; and
    2. Inland Revenue Authority of Singapore (“IRAS”) for Auto-Inclusion Scheme (“AIS”) for the submission of the employment income for the employees.
  6. Software subscriptions, records and transfer
    1. Where software subscriptions are procured or administered through Biz Square, the arrangements relating to subscription fees, administrative control, access, renewal, cancellation and transfer shall be governed by Annexe 1, Section 9 (Subscription of Software-as-a-Service Software).
    2. The Client retains its applicable rights to its underlying business, accounting, payroll and statutory records.
    3. Biz Square retains its rights over its internal working papers, proprietary methodologies and other materials as provided under Annexe 2.1, subject to applicable law and professional obligations.
    4. Upon suspension or termination of the engagement, any transfer of software subscriptions, retrieval of records and additional transition assistance shall be governed by the relevant provisions of Annexe 1, Section 9 and Annexe 2.1, Clause 7.
  7. Destruction of documents and files
    1. While certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than six years old, other than documents that we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.
    2. Upon our request either during our engagement or following the termination of the engagement, you must collect your property without delay which will be released to you once our accounts are paid. Should any of your property remain in our possession following our request to collect it, we will hold the property for six months before destroying it.
Corporate secretarial services – routine matters
1. Scope of service
  1. Provision of a competent employee acting as named Company Secretary
  2. Preparation of standard directors’ resolution and minutes for Annual General Meeting (the “AGM”)
  3. Submission of annual return to Accounting & Corporate Regulatory Authority (“ACRA”)
  4. Maintaining statutory registers and minute book
  5. Safekeeping of Company’s Common Seal
  6. Monitoring and ensuring compliance with relevant legal requirements, particularly under the Singapore Companies Act, Cap 50. Regular compliance alert via email and/or call
  7. Advice on secretarial/statutory/compliance matters
2. Terms of engagement
  1. We need to be notified in writing of any company changes, or of any specific minutes, you require us to complete. We are not able to “automatically” create minutes or forms on your behalf.
  2. The details lodged with ACRA need to be accurate, or else a correction must be lodged. By signing the minutes and/or form, you are acknowledging that all details are correct, including spelling, etc. If we have to lodge a correction, we will invoice it as a separate item.
  3. Any scope of work that is not listed herein will be considered as a non-routine service and will be invoiced accordingly.
  4. In situations where you prepare the minutes and/or form and where necessary, lodge with ACRA, we will require you to provide a copy of the minutes and/or form and where necessary, the printout of the lodgement with ACRA to be filed in the minute book.
Corporate secretarial services – Preparation of annual report in eXtensible Business Reporting Language (“XBRL”) format
1. Scope of service
  We will prepare the annual report in eXtensible Business Reporting Language (“XBRL”) format.
2. Terms of engagement
  We would like to remind you that the Company is responsible for ensuring the correctness and accuracy of the annual report in XBRL format. As much as we will adhere to our service quality standard, we owe no duty of care, are not and will not be responsible for the annual report in XBRL format filed with ACRA.
Corporate income tax advisory service
1. Scope of service
  1. Prepare income tax computation and relevant schedules and income tax return, including submission of Estimated Chargeable Income (“ECI”), in accordance with the provisions of the Singapore Income Tax Act, Cap 134 and other regulations and ensuring that they are submitted to the Comptroller of Income Tax on time;
  2. Advise on any income tax implication in respect of matters to which attention may be drawn while in the course of preparing the accounts or income tax computation and tax returns;
  3. Check that notices of assessment forwarded to us for verification are in order and where necessary, lodge appropriate objections within the statutory period and advise you on the income tax payable and refundable as the case may be;
  4. Corresponding with the Comptroller of Income Tax on your income tax affairs with a view of reaching an agreement and finalisation of income tax affairs for each year of assessment; and
  5. Provide any other tax advisory services.
  6. Refer to Annexe 3 for our standard list of request of records necessary for the engagement
2. Terms of engagement
  1. General:
    1. We will prepare the tax returns based on the information provided and make them accessible to us and in accordance with the Singapore Income Tax Act, Chapter 134 (the “Act”). Therefore, for us to complete this engagement and to do so efficiently, we require unrestricted access to accounting records, documentation and other information requested in connection with the preparation of the tax returns.
    2. We will not verify the correctness and completeness of the information provided. We look forward to your full cooperation.
  2. Tax position
    1. There may be instances where tax law is unclear or where there may be conflicts between the Comptroller of Income Tax’s interpretations of the law and other supportable positions. In those instances, we will outline for you each of the reasonable alternative courses of action, including the risks and consequences of such alternative based on the information provided by you. In the end, we will adopt, on your behalf, the alternative that you select after having considered the information provided by us. However, for us to make these determinations, we must rely on the relevant information you provide to us, and, in the event, we and/or you have assessed penalties due to our reliance on inaccurate, incomplete, or misleading information you supplied to us (with or without your knowledge or intent), you will indemnify us, defend us and hold us harmless as to those penalties.
    2. The ultimate responsibility for the income tax returns lies on you, therefore, you should review them carefully before you sign and approve them. In addition, the Act provides various penalties and interest that may be imposed when taxpayers understate their tax liability or late filing of their returns. You accept that any such understated tax, and any imposed interest and penalties, are your responsibility and that we have no responsibility in that regard.
  3. CorpPass: The Company shall authorise us as a third-party service provider for e-Services via CorpPass with the Inland Revenue Authority of Singapore (“IRAS”)
    1. Corporate Tax (Filing and Applications)
    2. GST (Filing and Applications)
  4. Destruction of documents and files: You are required by the Act to retain all accounting records and data that form the basis of income and deductions for 5 years. These may be necessary to prove the accuracy and completeness of the returns to the Comptroller of Income Tax.
  5. Communication
    1. Although the Comptroller of Income Tax is expected to inform us of any such Notices of Assessment issued to you, we strongly advise that you
      1. send us such Notices or copies thereof upon receipt; and
      2. add Tax@BizSquare.sg to receive alerts via email notifications whenever notices/letter are available in myTax Portal.
    2. We shall verify and take appropriate action, if necessary.
Subscription of Software-as-a-Service (SaaS) software
1. Scope of service
  1. We will provide you the use of Software-as-a-Service (SaaS) software.
  2. We want to make sure you have a smooth journey on your day-to-day operations with the SaaS software so here are our support available to you:
    1. Phone/WhatsApp Hotline
    2. Email support
    3. Online knowledge center of the respective SaaS software
2. Terms of engagement
  1. Third-party software terms
    1. The Client acknowledges that the use of third-party software, including but not limited to Xero, Dext, Talenox and other accounting, payroll and business applications, is subject to the relevant software vendor’s terms of service, privacy policies and other applicable requirements.
    2. The Client agrees to comply with such requirements. Where the Client does not accept the relevant vendor’s terms, Biz Square may be unable to provide the affected software or related services.
  2. Subscription arrangements and administrative control
    1. Where Biz Square procures, administers, maintains and pays for software subscriptions directly with third-party vendors, the subscriptions shall remain under Biz Square’s contractual, administrative and billing control where Biz Square is the contracting subscriber or account holder, subject to the relevant vendor’s terms.
    2. The Client acknowledges that Biz Square may invoice the Client separately for software subscription fees notwithstanding that Biz Square makes payment directly to the software vendor.
  3. Software subscription fees and client entitlements
    1. Software subscription fees invoiced by Biz Square represent charges for access to and use of the relevant software during the agreed subscription period, together with any associated administration expressly included in the arrangement.
    2. Payment of such fees, whether monthly, annually or in advance, shall not, by itself, confer ownership of the underlying subscription, administrative control over Biz Square’s vendor account or an automatic right to transfer the subscription.
    3. The Client shall remain liable for all agreed subscription fees, usage charges, renewal charges and other costs properly incurred on its behalf, including charges arising during applicable notice periods or minimum contractual commitments.
  4. Retention and transfer of software subscriptions
    1. Where a software subscription is held under Biz Square’s account, Biz Square reserves the right, to the extent permitted by applicable law, the relevant software vendor’s terms and the parties’ contractual arrangements, to withhold or defer a voluntary transfer of the subscription until all outstanding amounts payable by the Client under the engagement have been fully settled.
    2. Such outstanding amounts may include professional fees, software subscription charges, third-party expenses and other sums due under the engagement.
    3. This right may be exercised notwithstanding that the Client has prepaid the relevant software subscription fees or that the prepaid subscription period has not expired.
    4. For the avoidance of doubt, payment of software subscription fees shall not automatically constitute settlement of outstanding professional fees or other amounts due to Biz Square.
    5. Nothing in this clause shall restrict a transfer that Biz Square is legally or contractually required to effect.
  5. Suspension or restriction of software access
    1. Where the Client fails to settle amounts due under the engagement, Biz Square reserves the right, upon written notice and to the extent legally and contractually permissible, to suspend or restrict software-related services or access arrangements within its administrative control.
    2. Such restrictions may include limiting access to view-only functionality where supported by the software vendor.
    3. Any restriction affecting a prepaid subscription period shall be subject to the agreed subscription terms, the relevant vendor’s requirements and applicable law.
  6. Data ownership and access
    1. The Client retains its applicable rights to its underlying business, accounting, payroll and statutory records, irrespective of whether the relevant software subscription is administered or paid for by Biz Square.
    2. Biz Square’s administrative control over a subscription shall not, by itself, confer ownership of the Client’s underlying business data.
    3. Upon suspension or termination, Biz Square shall comply with applicable legal, regulatory, professional and contractual obligations concerning the Client’s access to and retrieval of its records.
    4. Any additional work requested for data extraction, conversion, migration, reconstruction, reconciliation or transfer to another service provider may be separately chargeable, with the scope and fees agreed before commencement.
  7. Subscription period and automatic renewal
    1. The subscription period shall be monthly or annual, as stated in the Service Proposal or otherwise agreed in writing.
    2. Unless otherwise agreed, subscriptions shall be renewed automatically to prevent disruption to the Client’s operations, subject to the relevant vendor’s terms and the Client’s compliance with its payment obligations.
    3. Biz Square will ordinarily issue renewal invoices approximately one (1) months before the end of an annual subscription period.
  8. Non-renewal and cancellation
    1. Unless otherwise agreed in writing or required by the relevant software vendor, the Client shall provide at least thirty (30) days’ written notice before the subscription renewal date if it does not wish to renew.
    2. The Client shall remain responsible for any subscription charges or commitments properly incurred before the effective cancellation date.
    3. Cancellation and any refund or credit of unused prepaid subscription fees shall be subject to the agreed subscription terms, applicable law and the relevant software vendor’s cancellation and refund arrangements.
  9. Software subscriptions following termination of professional services
    1. Unless otherwise agreed in writing, software subscriptions maintained through Biz Square are provided in connection with the Client’s engagement with Biz Square.
    2. Upon termination or expiry of the professional services engagement, Biz Square may require the Client to make alternative arrangements for continued software access, including subscribing directly with the software vendor or arranging an agreed subscription transfer.
    3. Biz Square shall not be obliged to renew or continue financing subscriptions beyond the agreed subscription period.
    4. Any transfer shall be subject to Clause 9.4, the relevant software vendor’s procedures and applicable law.
  10. Changes to software terms and subscription charges
    1. The Client acknowledges that software vendors may amend their terms, privacy policies, functionality, pricing and other requirements from time to time.
    2. Biz Square shall endeavour to provide at least thirty (30) days’ notice of material changes where reasonably practicable, or as soon as reasonably possible after receiving notice from the relevant vendor.
    3. Any change to Biz Square’s subscription charges shall not apply retrospectively unless otherwise expressly agreed or required by applicable law.
  11. Payment allocation
    1. Unless otherwise agreed in writing, payments expressly identified and accepted as payment for a particular software subscription period shall be allocated to that subscription.
    2. Such payments shall not automatically discharge outstanding professional fees or other amounts owed to Biz Square.
    3. Any right to allocate payments differently or set off amounts shall be exercised only where expressly agreed and legally permissible.
  12. Priority of terms
    1. These software subscription provisions shall be read together with Annexe 2.1, Clause 7 (Payment), and the relevant Service Proposal.
    2. In the event of any inconsistency, the order of precedence set out in Annexe 2.1, Clause 18 shall apply.
    3. Nothing in these Terms shall override the mandatory requirements of applicable law or the relevant software vendor’s terms.
Third-party or Software-as-a-Service (SaaS) software
1. Scope of service
  To serve you well, we may use various third-party or Software-as-a-Service (SaaS) software, which you will, in turn, use when we use to serve you. Therefore, we need you to read and agree to their terms, privacy policies and other related legal requirements. These are your legal rights and obligations, so please do read them. If you cannot agree to their terms and policies, then we cannot use their software as part of our service to serve you. In this case, do get in touch with us so that we can find an alternative method to serve you.
2. Terms of engagement
  Here are their terms of use for your reference. Do note that their terms of use and privacy policies may be updated or amended from time to time at their discretion. Updates and amendments will be published on their website.
  1. Accounting and finance
    1. Xero: https://www.xero.com/sg/about/legal/
    2. QBO: https://accounts.intuit.com/terms-of-service
    3. Financio: https://financio.co/singapore/terms-of-service
    4. Deskera: https://www1.deskera.com/terms-of-service
  2. Pre-accounting/Expense management
    1. Dext: https://dext.com/en/terms-and-conditions
  3. Payroll and human resources administration services
    1. Talenox: https://help.talenox.com/en/articles/421816-terms-of-service
    2. HReasily: https://hreasily.com/terms-and-conditions/
    3. Swingvy: https://www.swingvy.com/sg/terms
    4. i2Payslip: http://i2payslip.com/terms-service-agreement/
    5. Payboy: https://payboy.sg/terms-conditions/
    6. Info-Tech: https://www.info-tech.com.sg/terms.htm
  4. Digital payment gateway/digital business account
    1. HitPay: https://www.hitpayapp.com/termsofservice
    2. Aspire: https://aspireapp.com/terms-of-use-20-sep-2021
    3. CardUp: https://www.cardup.co/homes/terms
    4. Spenmo: https://spenmo.com/mm-terms/
  5. CRM
    1. SecondCRM: https://www.secondcrm.com/master-service-agreement/
  6. e-Signature platform
    1. Dedoco: https://www.dedoco.com/terms-of-use
    2. PandaDoc: https://www.pandadoc.com/terms-of-use/

Annexe 2.1 – Terms Of Business

The service proposal and any appendices other than these standard business terms issued by Biz Square Pte. Ltd. (“Biz Square”, “we”, “us”) and addressed to the entity specified in the service proposal (the “Client”, “you”), and these standard terms of business (collectively the “Service Proposal”) constitute the whole agreement between the Client and Biz Square relating to the services, deliverables and the work product described in the Service Proposal (the “Services”).

The Service Proposal is between the Client and Biz Square only. During the provision of the Services, Biz Square may, at its discretion, draw on the resources of affiliates and associates; therefore, any personnel from the affiliates and associates who deal with you in connection to the Services does so on behalf of Biz Square alone. Biz Square accepts responsibility for the actions of the personnel assisting in the provision of the Services as set out in the Service Proposal. You accept and agree that no affiliates or associates, whether or not acting as a subcontractor, shall have any liability hereunder to you or any other person and you will not bring any action against them in connection to this engagement.

Limitation on scope of Service
1. The scope of the Services will be limited to the Services set out in the Service Proposal. These have been established based on our discussion with you and may be changed by mutual agreement or can be modified, with your concurrence, as additional information be obtained, or unforeseen matters arise during our engagement.
2. Our responsibility is to perform the scope of Services specified and agreed and to report any resulting findings, subject to the limitations contained herein, and our Services are not designed to and are not likely to detect error, fraud, or misrepresentation. Accordingly, we cannot accept responsibility for detecting fraud, whether by management or by external parties, or misrepresentation.
3. Please note that the Services exclude the following:
  1. We will not translate any data by you that is not in the English language;
  2. As a general practice, the Services do not include the provision of our workings, such as analysis model, etc. however, we will insert all the relevant analysis in our final deliverable; and
  3. The Services do not include the valuation of any fixed assets including real estate held by you. We can assist you in appointing a tangible asset appraiser and/or provide real estate valuation/appraisal as additional scope based on your request.
4. It is understood and agreed that the Services may include advice and recommendations, but all decisions in connection with implementation and acceptance of such advice and recommendations shall be the responsibility of, and made by, you. In connection with the Services, we shall be entitled to rely on all decisions and approvals set out by you.
5. The performance of the Services is heavily dependent on you in providing us accurate and complete versions of materials and information requested by us. We have no responsibility for the accuracy or completeness of the information provided by you, even if we had reason to know or should have known of such inaccuracy or incompleteness.
Communications – Use and distribution
1. The nature of the Services may necessitate timely communication to you of our findings that result from performing the Services, as the procedures requested are undertaken. As such, it will not be possible for all our communications to be in the written form, detailing the nature of the work performed and our findings. Accordingly, any information, documents or other communications provided by us, whether in writing or otherwise should be considered by you in the context of the nature of the Services that we have agreed to provide. Such information, documents, communications, and any drafts thereof, whether in writing or otherwise, are herein referred to collectively as the “Client Communications”.
2. You agree that the Client Communications are solely for your informational purposes and internal use in connection with the Services and are not intended to be relied upon by or for the benefit of any person or entity other than you and those stated in the Service Proposal.
3. You agree that the Client Communications shall not be disclosed to any other party other than the intended parties as stated in the Service Proposal without our prior written consent, other than required by law, regulations, judicial or administrative process, or in accordance with applicable professional standards, or connection with litigation pertaining hereto.
4. During the engagement, both parties may wish to communicate electronically with each other. However, electronic transmission of information cannot be guaranteed to be secure or virus-free or error-free and information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Both parties agree to accept these risks and so each of us will be responsible for protecting our systems and interests in relation to electronic communications. Neither party will have any liability to the other party on any basis for any loss or damage arising from or in connection with the electronic communication of information between both parties and their reliance on such information.
Confidentiality
1. During the engagement, we may come into possession of sensitive or confidential information. We undertake to adopt reasonable measures to protect the confidentiality of such information and will not disclose any such information, other than information that is in the public domain, to a third party without your written consent, except in response to requests under any law, regulations, or requirement of any regulatory authority with which we are bound to comply, unless prohibited by law, we will use our best efforts to notify you in advance before such disclosure.
2. It is hereby expressly agreed that communication or disclosure of any information relating to or because of the engagement, whether directly or indirectly, to our employees or affiliates or associates who are responsible for any ethics or compliance or risk or disciplinary management function, and their legal advisors shall not constitute a breach of confidentiality.
3. It is further agreed that we may engage the services of experts in the performance of the Services under the engagement and any communication or disclosure of any information relating to or result of the engagement, whether directly or indirectly, to such experts, shall not constitute a breach of confidentiality, to the extent that such communication or disclosure is considered in good faith to be required for such experts to carry out the said services and we shall ensure that a written undertaking of confidentiality is obtained.
4. You accept and agree that we may use your name and/or a general description of any services provided to you in our client lists and similar limited distribution materials prepared for our marketing purposes as an entity that we have been privileged to serve. We will provide the description we intend to use and seek your consent before the first use of the description in our marketing materials.
Limitation on liabilities and Indemnification
1. Both parties agree to indemnify one another that the liability shall in no event exceed the fees for the portion of work giving rise to the liability, except in case of fraud, willful misconduct, gross negligence.
2. You agree to release, indemnify, and hold harmless us and any person assigned to the Services from and against all actions, claim, liabilities and expenses brought against, paid or incurred by any of them at any time, in way arising out of or relating to the Services, except to the extent finally judicially determined to have resulted primarily from acts of gross or wilful negligence or fraud on the part of ourselves.
3. Your obligation to indemnify shall survive until all claims against us are legally barred under all applicable statutes of limitation.
4. You will not be charged to correct errors, which are clearly our fault, but revisions performed at your request may require discussion on any time cost incurred.
5. Notwithstanding the above, matters shall be attempt to be resolved in a friendly manner first.
Non-exclusivity
1. It is understood that we may be engaged to provide services to other parties that may be related to you or your activities. If such an engagement is being performed or was to be undertaken, the engagement team providing service to you hereunder would be separate from any engagement team providing services to such parties, if any.
2. Confidential information, including your identity, will not be disclosed without your permission to such other parties if any. Similarly, we will have no responsibility to you to disclose information, including the identity of such other party, if any. We believe such a relationship will not impair our objectivity and any person assigned to the Services. This is to bring to your attention the possibility of such a relationship to avoid any misunderstanding.
Our fees
1. Our fees are dependent on the agreed scope of work.
2. Our fees are generally invoiced in advance. If our fees have not been invoiced, they may be invoiced as work progresses.
3. Our fees are based on the time required by the individuals assigned to the engagement plus expenses and would be influenced by the urgency of the engagement, condition of the accounting records and degree of assistance received from your staff. Individual hourly rates vary accordingly to the degree of responsibility involved, the experience and skills required. Direct expenses include allocation of office and administrative expenses, such as among others, computer usage, postage, telephone and routine photocopying, transportation and specific additional expenses as incurred. Such specific additional expenses will be stated separately on the invoices. A charge may apply when extended phone support is given.
4. Our estimated fees are based upon, among other things, the representations you have made to us. Our fees will be adjusted accordingly if the actual volume of activities and the complexity of the work differ significantly from our estimates. The circumstances, but not limited to the list in the respective sections of the term of engagement, encountered during the performance of the engagement that warrants additional time, expense, or modification to the scope of services can cause us to be unable to deliver the engagement within the fee estimate. We will endeavour to notify you of any such circumstances as they arise to discuss and agree with you in advance on the proposed additional fees before starting our work. However, you have our assurance that we will do our best to keep the cost as low as possible to commensurate with the work involved.
5. We will conduct a fee review with you in the third month after the commencement of the engagement and on an annual basis.
Payment
1. Payment terms:
  1. Unless otherwise agreed in writing, all invoices issued by Biz Square shall be payable within seven (7) calendar days from the invoice date, or by such other due date expressly stated in the Service Proposal or invoice.
  2. The Client shall remain responsible for the timely payment of all professional fees, software subscription charges, third-party expenses and other amounts payable under the engagement.
2. Late payment interest
  1. Biz Square reserves the right to charge simple interest at the rate of 2% per month on overdue amounts, calculated from the day following the payment due date until full settlement, subject to applicable law.
  2. Any delay or failure by Biz Square to impose or collect late payment interest shall not constitute a waiver of its right to do so subsequently.
3. Suspension of services
  1. Where any amount remains unpaid after its due date, Biz Square reserves the right, upon written notice, to suspend or restrict any or all services under the engagement, including accounting, payroll, taxation, corporate secretarial, advisory, administrative and software-related services.
  2. Such suspension shall be subject to applicable law, professional obligations, the relevant software vendor’s terms and any contractual commitments that cannot lawfully be suspended.
  3. The Client shall remain responsible for meeting its statutory, tax, employment, accounting and regulatory obligations during the suspension.
  4. Suspension of services shall not, by itself, constitute termination of the engagement.
4. Outstanding fees
  1. Suspension, expiry or termination of the engagement shall not release the Client from liability for:
    1. Outstanding professional fees;
    2. Fees for work performed but not yet invoiced;
    3. Software subscription charges and third-party expenses properly incurred or committed;
    4. Applicable late payment interest; and
    5. Other amounts payable under the engagement.
  2. All such amounts shall remain payable notwithstanding any suspension, termination or appointment of another service provider.
5. Retention of working papers and deliverables
  1. Subject to applicable law, professional obligations and the terms of the engagement, Biz Square reserves the right to retain its internal working papers, proprietary methodologies, draft reports, schedules and other materials over which it has a valid legal or contractual right of retention.
  2. Where professional fees remain outstanding, Biz Square may withhold delivery of unpaid deliverables to the extent legally and contractually permissible.
  3. These rights shall not extend to original client records, statutory registers or other records and information that Biz Square is legally required to release or make available.
6. Handover and transition assistance
  1. Upon suspension or termination, Biz Square shall comply with its applicable statutory, contractual and professional handover obligations.
  2. Additional assistance requested by the Client or its replacement service provider, including data migration, reconciliation, software configuration, preparation of schedules and training, may be separately chargeable.
  3. Biz Square may require advance payment for such additional services and may decline discretionary transition work while outstanding amounts remain unpaid.
7. Recovery costs
  1. To the extent permitted by applicable law, the Client shall reimburse Biz Square for reasonable costs and expenses properly incurred in recovering overdue amounts, including legal costs where contractually or legally recoverable.
8. Legal, regulatory and third-party requests
  1. Where Biz Square is required or requested to provide documents, information, testimony or other assistance in connection with legal, regulatory or other proceedings relating to the Client, Biz Square may charge reasonable professional fees and expenses for such assistance.
  2. This shall not apply where such charges are prohibited by law or where the assistance is already included within the agreed scope of services.
9. No waiver
  1. Any delay, concession, fee reduction, extension of payment terms or failure by Biz Square to exercise any right under these Terms shall not constitute a waiver of that right.
  2. Any waiver must be expressly agreed in writing.
10. Resumption of services
  1. Following suspension for non-payment, Biz Square may require the following before agreeing to resume services:
    1. Settlement of outstanding amounts or acceptance of a written repayment arrangement;
    2. Receipt of the first agreed repayment instalment;
    3. Advance payment for future professional services and software subscriptions; and
    4. Written agreement on the revised scope, fees and commencement date.
  2. Resumption of services shall be subject to Biz Square’s written acceptance and shall not occur automatically upon receipt of a partial payment.
Assignment
1. Neither party may assign, transfer or delegate any of its rights or obligations hereunder, including, without limitation, interests or claims relating to this engagement, without the prior written consent of the other party.
2. We may assign or subcontract our rights and obligations to any of our affiliates or associates without consent from you.
Our responsibilities
1. We shall comply with applicable laws, regulations, guidelines, industry and ethical codes.
2. Valid licence will be obtained and maintained for the provision of the Services.
Client’s responsibilities
1. You shall cooperate with us in the performance of our services hereunder, including, without limitation, providing us with reasonable facilities and timely access to data, information, and personnel.
2. You agree to keep us regularly informed of any new information or developments of which you become aware of which might have an impact on the performance of our services.
3. You understand that our scope of services does not include the preparation, interpretation, or evaluation of or comment on the financial, legal and commercial merits and/or risks of any transaction that you may be considering entering that we may encounter during the performance of the Services, and we do not express any opinion thereon.
4. You accepted that:
  1. we cannot commit to the terms of any transaction or consummate any transaction on your behalf, and that only you, must make all decisions that commit yourself with respect to any transaction;
  2. the reports, recommendations, analyses, conclusions, and any other documents, if any, whether written or oral, in whole or part, do not constitute an audit or solvency opinion, or feasibility determination. Where applicable, you are solely responsible for determining the price range as well as the ultimate price to be paid for in any transaction that you may enter after performance of the Services;
  3. we have not made any warranties or guarantees on the Services or with any transaction that you may enter after performance of the Services and your ability to achieve your objectives from the transaction that you may enter after performance of the Services.
5. You are responsible for:
  1. in the case of preparation of the financial statements
    1. for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards;
    2. for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition;
    3. that transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets;
    4. for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do so; and
    5. overseeing the company’s financial reporting process.
  2. the accuracy, completeness, and appropriateness of any external documents, including, without limitation, all information contained in or omitted from any such documents and ultimately responsible to users of these documents.
Non-solicitation of employees
1. During the engagement and for one year following from the date when our employees or contractors last performed the Services, you will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of our employees, or contractors for work with you.
2. In the event this clause is breached, you shall pay a one-time fee of $5,000 for each employee. For the avoidance of doubt, this clause shall survive the termination of our engagement.
Force Majeure
We shall not be liable for any delays for non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by you (including, without limitation, entities or individuals under your control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire or other casualties, an act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
Limitations on actions
No action, regardless of form, relating to the engagement, may be brought by either party more than one year after the cause of action has accrued, except any action for non-payment of fees and direct expenses may be brought at any time whether before or after the expiration of the said one year period.
Independent contractor
It is understood and agreed that each of the parties hereto is an independent contractor and neither party is, shall not be, an agent, distributor, partner, fiduciary, or representative of the other. Neither party shall act or represent itself, directly or by implication, in any such capacity in respect of the other or any manner assume or create any obligation on behalf of, or in the name of, the other.
Intellectual property
1. We retain copyright in all material provided to you or otherwise generated while carrying out the engagement.
2. You shall keep confidential any methodologies and technology used by us to carry out the engagement.
Comments on legal documentation
1. You will appreciate that the precise wording of legal documentation is primarily a matter for lawyers and will reflect matters outside our expertise. Our comments and suggestions should not be relied upon as being suitable for incorporation into any agreement without further consideration by your legal advisors.
2. We will not advise or make any representations to your questions relating to legal interpretations or compliance relating to agreements with another party other than us.
3. Any agreement will be a product of the negotiation between the parties and as such will contain clauses, which reflect the interest of the other parties in the agreement. It is your responsibility to determine whether to accept those clauses in that agreement.
Waivers
Neither the failure nor any delay by any party in exercising any right, power or privilege under the engagement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
Entire agreement
1. These terms attached to the Service Proposal, including appendix, exhibits, annexes, constitute the entire agreement between you and us with respect to this engagement. It supersedes all other oral and written representations, understanding or agreements relating to this engagement. It shall not be amended except by a written agreement signed by the parties.
2. Order of precedence
  1. In the event of any conflict, ambiguity or inconsistency between the documents forming the engagement, the following order of precedence shall apply, unless expressly agreed otherwise in writing:
    1. Any subsequently signed written amendment or variation expressly identifying the provisions it supersedes;
    2. The Service Proposal and its specifically agreed commercial terms;
    3. Annexe 1, Scope and Terms of Engagement; and
    4. Annexe 2.1, Terms of Business.
  2. The specific software subscription provisions in Annexe 1, Section 5 shall govern software subscription matters, subject to any higher-ranking agreement and applicable law.
3. Amendments to terms
  1. Any amendment to the terms governing an existing engagement shall require the parties’ written agreement in accordance with the applicable contractual requirements.
  2. Publication of revised terms on Biz Square’s website shall not, by itself, amend an existing engagement unless the parties have validly agreed to such a method of amendment.
  3. Any amendment shall take effect from the date agreed by the parties and shall not apply retrospectively unless expressly agreed in writing and legally permissible.
Service quality
1. We are committed to ensuring that we deliver high-quality professional service to our clients. If at any time you would like to discuss with us how our service to you could be improved or if for any reason you are unsatisfied with the services you are receiving, please contact us at email: Hi@BizSquare.sg or mobile: 9751 5871. We shall carefully consider any matters that are brought to our attention in a timely manner and contact you to discuss and resolve the matter.
2. You agree to resolve any dispute in a friendly manner first before filing any claim against us.
Continuity of engagement
1. Commencement and duration
  1. The engagement shall commence upon the Client’s acceptance of the Service Proposal and shall continue until terminated in accordance with these Terms.
2. Termination by notice
  1. Unless otherwise agreed in writing, either party may terminate the engagement by giving not less than one (1) month’s written notice to the other party.
  2. The notice period may be waived or varied by mutual written agreement.
3. Suspension for non-payment
  1. Notwithstanding Clause 20.2, Biz Square may suspend services for non-payment in accordance with Clause 7.3.
  2. Such suspension shall not, by itself, constitute termination of the engagement or waive any outstanding payment obligations.
4. Termination following default
  1. Where a material breach of the engagement remains unresolved following written notice and a reasonable opportunity to remedy the breach, Biz Square may terminate the engagement, subject to applicable law and professional obligations.
  2. Where the breach involves non-payment, Biz Square may require full settlement or a repayment arrangement acceptable to Biz Square as a condition of remedy.
5. Fees and commitments upon termination
  1. Upon termination, the Client shall remain liable for all fees and expenses properly incurred up to the effective termination date, together with applicable notice-period charges, software subscription commitments and other amounts payable under the engagement.
6. Continuing obligations
  1. Termination shall not affect any rights or obligations which have accrued before termination or which, by their nature or express terms, are intended to survive termination, including payment, confidentiality, intellectual property, data protection and applicable record-retention obligations.
General
1. We may update these terms from time to time. You should refresh your browser each time you visit our Website to ensure that you are reading the most updated version. Your continued use of our Website following any changes will mean that you accept such changes.
2. Such updates will not be applied retrospectively.
3. We endeavour to provide you with 30-day notice of material changes before they become effective, unless we need to make immediate changes for reasons we do not have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services.
4. You shall have no right to vary these terms without our express prior written agreement.
5. If any of these terms is held or made invalid, illegal, or unenforceable by a court or legislative instrument, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.
Governing law
These terms are governed by the laws of the Republic of Singapore.
Email disclaimer
1. Our email and the attachment/(s), if any, is confidential and is intended only for the named addressee/(s). If you have received it by mistake, please notify us by replying to this email message as soon as possible and delete this email. The email may be legally privileged, you should not disseminate, distribute, copy, or take any action in reliance on the contents.
2. Internet communications cannot be guaranteed to be timely, secure, error or virus-free. We do not accept liability for any errors or omissions.

Annexe 2.2 – Terms On Your Use Of Our Website

These terms explain about your use of our website (“Website”) including the pages and content at BizSquare.sg. This Website belong to Biz Square Pte. Ltd. (“Biz Square” or “we” or “our” or “us”). We have taken reasonable efforts to offer updated, complete, and accurate information to our best knowledge.

Use of our Website
1. Our Website is provided for information purposes only and does not offer any specific advice or recommendations on our services or products.
2. If you access our Website with a computer or device which you do not own, you should obtained permission from the owner of the computer or device to use and access our Website and you are responsible for the use of and access to our Website on that computer or device.
3. We may change the content of our Website at any time and without any notice to you.
4. We reserve the right to modify, suspend access to or discontinue our Website, either temporarily or permanently, either with or without notice to you.
5. We may prevent or restrict your access to our Website if you do not comply with any part of these terms or any applicable laws.
Intellectual property rights
1. All intellectual property and its content, including, but not limited to, the trademark, logos, design, text, images, or links, are owned by Biz Square which you may not copy, reproduce, republish, or distribute or appropriate in any manner, in whole or in part, without getting our prior written consent.
2. You may use our Website and its content only as permitted by these terms and as necessary to enable you to access any services we provide to you through our Website.
3. You shall not circumvent or delete any copyright, trademark or other proprietary notices contained on our Website, including any intellectual property notices, or any other security technology embedded or contained within our Website.
4. You shall not link to our Website, nor shall our Website be framed on any other website, without getting our prior written consent.
Links to third party websites
1. We may include links to websites that are owned or operated by third parties for your convenience. These links to third party websites, web services and content are not under our control. They may place cookies on your computer or device.
2. Your use of these third party websites, web services and content may be subject to their terms which you acknowledge and agree that you are responsible for adhering to them. You shall use your own independent judgment regarding your interaction with any third party websites, web services or content.
Security
1. You acknowledge and agree that there is no guarantee that any message sent from our Website will be received by us and we shall only be deemed to have received such a message if we respond to or act upon it.
Warranty Disclaimer
1. The information on our website is provided on an “as is” and “as available” basis without any warranty of any kind.
2. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
3. We do not warrant that our website or the server that host our Website are free from computer virus or other corrupting or destructive codes, programs, macros or elements of any kind.
Exclusion of Liability
1. We will not be liable regardless of the form of action for any failure of performance, system, server or connection failure, error, omission, interruption, breach of security, computer virus, malicious code, corruption, delay in operation or transmission, transmission error or unavailability of access in connection with your accessing this website and/or using the online services even if we had been advised as to the possibility.
2. We will not be liable to you for any damages, losses, expenses, or costs whatsoever (including without limitation, any direct, indirect, special, incidental or consequential damages, loss of profits or loss opportunity) arising in connection with your use of our website, or reliance on any information, materials or online services provided on our website, regardless of the form of action and even if we had been advised as to the possibility of such damages.
General
1. We may update these terms from time to time. You should refresh your browser each time you visit our Website to ensure that you are reading the most updated version. Your continued use of our Website following any changes will mean that you accept such changes.
2. Such updates will not be applied retrospectively.
3. We endeavour to provide you with 30-day notice of material changes before they become effective, unless we need to make immediate changes for reasons we do not have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services.
4. You shall have no right to vary these terms without our express prior written agreement.
5. If any of these terms is held or made invalid, illegal, or unenforceable by a court or legislative instrument, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.
6. These terms are governed by the laws of the Republic of Singapore.

Annexe 3 – Standard Request List Of Records

Please note that the list represents the common information necessary and is not comprehensive. We may request other items in due course.

Accounting services and Finance function
1. Accounting software
  1. Chart of accounts
  2. List of banks and other connected apps to be connected
  3. Templates/forms (3 documents) and email template: current document templates, standard letter templates, corporate branding: such as font type and font size
  4. Migration of data: Opening balances, of outstanding invoices and unpaid bills, bank, fixed assets
  5. Configuration of user access level
2. Sales and receipt cycle
  1. Delivery orders, service reports
  2. Sales invoices
  3. Schedule of payment from customers
3. Cost of sale/Expenses and payment cycle
  1. Purchase orders
  2. Suppliers’/vendors’ invoices
  3. Employee expense claims
  4. Schedule of payments
4. Bank
  1. Bank statements
  2. Payment vouchers
  3. Cash book/Schedule for deposits and withdrawals
5. Others
  1. Journal vouchers
  2. Payroll summary
  3. Fixed asset register
  4. Inventory listing
  5. Statement of borrowing/hire purchase
  6. Monitoring revenue generated
  7. Listing of outstanding invoices and unpaid bills
  8. Agreements, such as tenancy agreement
Payroll and human resources administration service
1. Staff management
  1. Identity card/passport showing particulars of the respective employees
  2. Contract of service or letter of employment showing details of remuneration and other benefits
  3. Salary adjustments, incentives, bonuses, special allowances, etc and payments thereof will be based on your written approval and instructions received by us.
  4. Education/training and skills development
  5. Organisation chart with reporting and leave approval structure
  6. Employee handbook
Compilation of annual report and Corporate income tax service
1. General
  1. Contracts and agreements entered into by the company during the year up to date;
  2. Identification of related parties and their relationship;
  3. Details of contingent liability/(ies) not included in the balance sheet;
  4. List of directors’ shareholding (direct and deemed) interest in all related corporations;
  5. Company policies, namely:
    1. Plant and equipment: depreciation;
    2. Inventory: inventory turnover
    3. Account receivables: credit term and credit limit;
    4. Account payables: repayment term;
    5. Human resource: unutilised leave balance;
    6. Revenue recognition;
  6. Commencement of business (for company who is in their first year of incorporation):
    1. Date of commencement of business and what is the basis on which this date is determined;
    2. List of expenses incurred before the date of commencement of business which has been charged to the income statement.
2. Balance sheet
  1. Account receivables
    1. Ageing of account receivables indicating the credit terms and limit granted and major customers;
    2. Analysis of related parties’ and third parties’ balances;
    3. Analysis of the currency that the item is denominated;
    4. Allowance for doubtful debt;
    5. Listing of prepayment, deposits, and other receivables;
  2. Cash and cash equivalents
    1. Bank reconciliation statement for each account regardless of nil movement during the year;
    2. List of cash on hand held by each relevant personnel;
    3. List of fixed deposits with their principal amount, tenure, interest rate and interest earned;
    4. Bank facility letter;
    5. Analysis of the currency that the item is denominated;
  3. Account payables
    1. Ageing of account payables indicating the credit terms, period, and major suppliers/vendors;
    2. Analysis of related parties’ and third parties’ balances;
    3. Analysis of the currency that the item is denominated;
    4. List of other payables, accruals, and provisions;
    5. Number of unutilised leave balance available for carrying forward to the subsequent year;
    6. GST F5 and any reconciliation to the books; GST F7 submitted in the subsequent year if any;
  4. Leases/Right-of-Use asset
    1. Amount of deposit paid;
    2. Repayment terms;
    3. Number of instalments paid during the year and outstanding;
    4. Amount of finance lease interest expense per instalment;
    5. Copy of finance lease agreement for each asset;
    6. Valuation of leased assets
  5. Income tax payable (not applicable if we are your tax agent)
    1. All correspondence with the tax authority;
    2. Latest tax computation;
  6. Property, plant and equipment:
    1. Register of asset: Description (serial no, model no, asset tag no, etc.), cost amount and date of purchase of each asset item and indicating whether they were acquired under a finance lease or cash;
    2. Description, cost and date of purchase of each asset item disposed of;
    3. Sales proceed of each asset item disposed off;
  7. Investment
    1. Listing of investment holding showing the date of acquisition, description and purchase price, number of the unit purchased, number of units disposed of, and their market price;
    2. Sale price for disposed investment item;
  8. Subsidiary, associate and joint venture arrangement
    1. Signed audited annual report
3. Income statement: Revenue
  1. Listing of rental income;
  2. Listing of management fee income;
  3. Miscellaneous/sundry income: the nature and amount of each income is derived;
  4. Dividend and interest income: details for dividend and interest income;
4. Income statement: Expenses
  1. Interest expense on loan
    1. Date of payment and period covered;
    2. Name, address and amount paid/payable to each recipient;
    3. If paid to non-Singapore tax resident, confirm that withholding tax has been complied with;
    4. Legal and professional fees
    5. Nature and services rendered and purposes;
    6. Amount incurred on each occasion;
  2. Management, royalties, and technical fee
    1. Descriptions of services rendered for which the fees were incurred;
    2. Period to which the fees relates;
    3. Name, address and amount paid/payable to each recipient;
    4. If paid to non-Singapore tax resident, confirm that withholding tax has been complied with;
  3. Bad debts
    1. Name, address and amount due from each account receivables;
    2. Nature of transaction relating to the debts;
    3. Reasons for writing off the debts;
    4. What actions were taken in recovering the debts before writing them off;
    5. Date and amount recovered subsequently;
  4. General/sundry expenses
    1. Detail analysis of general/sundry expenses
    2. Repair and maintenance expenses
    3. Detail analysis indicating whether items of capital assets included are first time purchases or replacement of existing items;
  5. Subscription
    1. Breakdown indicating amount applicable to entrance fee;
  6. Donations
    1. Breakdown of donations, showing who is recipient and whether that is an approved donation;
  7. Commission
    1. Name, address and amount paid/payable to each recipient;
    2. Nature of services rendered by each recipient;
    3. If paid to non-Singapore tax resident, confirm that withholding tax has been complied with;
  8. Travelling expenses
    1. Name and designation of each person who travelled;
    2. Place visited;
    3. Amount and purpose of each trip
  9. Transport/motor vehicle expenses
    1. Details of expenses applicable to each motor vehicle (state registration number) other than public transport expenses;
  10. Foreign currency exchange difference
    1. Nature of each transaction that gave rise to the exchange difference;
  11. Bank charge and interest
    1. Breakdown of the amount applicable to bank overdraft interest and bank charge;
  12. Employee benefit expenses
    1. Breakdown of key management personnel remuneration;
    2. Amount of medical expense and group hospitalisation insurance premium;
  13. Related party transaction
    1. Details and analysis of transactions, indicating whether these are transacted at arm’s length or based on open market terms and conditions;
  14. Property tax
    1. Details of property’s name, annual value, period and tax expense;
  15. Director’s fee
    1. The financial year in which the fee is applicable;
    2. Name, identification number and amount to each director;
    3. If paid to non-Singapore tax resident, confirm that withholding tax has been complied with;
    4. Director’s resolution on approving the director’s fee;
    5. Director’s IR8A showing the amount; and
    6. Payment details.
  16. Withholding tax
    1. List of sale invoices that suffered withholding tax showing the customers’ name, invoice no, invoice date, invoice amount, the amount and percentage of withholding tax suffered.

Biz SquareContact information

+65 9112 7458

Hi@BizSquare.sg

Our locationWhere to find us?

298 Tiong Bahru Road, #05-01 Central Plaza, Singapore 168730

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Biz SquareContact information

+65 9751 5871

Hi@BizSquare.sg

Our locationWhere to find us?

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