Terms and Conditions
This dashboard (the “Dashboard”) is provided by Zingel Asia Pte. Ltd. (“we”, “us”, “ours” or “Zyngel”) as one of the services that Zyngel provides (“Zyngel Services”). Use of the Dashboard or any Zyngel Services is subject to the following terms (the “Service Terms”).
Please read these Service Terms carefully before using the Dashboard or any Zyngel Services. By using the Dashboard or any Zyngel Services, you agree that you are bound by these Service Terms. In these Service Terms, “you” or “User” mean:
1.1.1 your company identified in your account opening form that is a company: (i) which will or has been incorporated using the Dashboard; or (ii) the corporate governance arrangements of which are or will be administered on the Dashboard (an “Zyngel Company”);
1.1.2 your company identified in your account opening form that otherwise uses the Zyngel Services, for example, as a corporate shareholder in an Zyngel Company; and
1.1.3 you, acting in your individual capacity as someone who uses the Zyngel Services, for example, as a director or individual shareholder of an Zyngel Company or a company referred to in clause 1.1.2.
2 Zyngel Services
2.1 By purchasing and using any Zyngel Services, User agrees to engage us to provide company secretarial services for User. These services may include the following:
2.1.1 company incorporation (if applicable);
2.1.2 provision of a virtual boardroom to convene board or shareholder meetings online;
2.1.3 maintenance of statutory registers on our company secretarial database in accordance with applicable statutory requirements;
2.1.4 provision of a registered office address;
2.1.5 management and payment of regulatory filing and compliance requirements;
2.1.6 changes to the officers of the Zyngel Company and other details of the Zyngel Company;
2.1.7 preparation of all relevant resolutions necessary for the day-to-day governance of the Zyngel Company; and
2.1.8 filing all changes as they relate to the Zyngel Company, including a change to its directors, registered office, shareholders or other details, with the local government registration agents if and when such changes are required under applicable laws.
2.2 By appointing Zyngel as User’s company secretarial service provider, we shall carry out, or appoint one of our employees to carry out, the duties of a company secretary in accordance with applicable laws.
2.3 Subject to clause 2.6, Zyngel shall only provide the company secretarial services as requested by User from time to time orally, in writing or any other manner in which Zyngel may accept. User agrees that Zyngel has no liability to User for any loss or damage arising out of or in relation to Zyngel carrying out the company secretarial services in accordance with User’s instructions.
2.4 User shall indemnify Zyngel (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Zyngel in the course of and pursuant to its duties and obligations in carrying out the company secretarial services in accordance with your instructions or these Service Terms.
2.5 Zyngel may require that, in order for the performance of the Zyngel Services (including the services of acting as nominee director or nominee shareholder for an Zyngel Company), User shall enter into any supplemental agreements or do any such things as required by Zyngel or applicable law in order for Zyngel to provide such Zyngel Services. Zyngel shall not be obliged to provide such Zyngel Services if User fails to enter into the supplemental agreements or do the things as required by Zyngel or applicable law.
2.6 If Zyngel in its opinion is obliged to meet any legal and other requirements or obligations with regard to User, User agrees that Zyngel is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, including taking professional advice at User’s cost.
2.7 At the request of Zyngel, User shall provide Zyngel with all documents and information as required by Zyngel in order for Zyngel to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason as Zyngel may consider necessary from time to time.
2.8 As part of the Zyngel Services, User shall be able to transfer its shares to other entities, such as existing shareholders, new investors or employees, through our peer-to-peer share transfer scheme.
2.9 It is User’s responsibility to keep User’s account information safe and secure and User shall be held liable for any transactions which take place through User’s account. Zyngel shall not be held liable for processing any share transfers as instructed by User or through User’s account, or for failing to process any share transfers as a result of any system problems or any other event or circumstance beyond our reasonable control.
Online Bookbuilding and Fundraising Capability
2.10 As part of the Zyngel Services, User is able to use the Dashboard to build a book and raise funds for its business online. User acknowledges that Zyngel is not, and Zyngel does not hold ourselves out as being, licensed to provide any services that are regulated by the Monetary Authority of Singapore and Zyngel is merely providing a technical platform by way of the Dashboard on which User is able to build a book and raise funds for their business.
2.11 Any information (including any documentation such as term sheets or legal documents) relating to bookbuilding and fundraising that may be shared between User and investors seeking to invest in the User is provided by User and the relevant investors. Zyngel has no control over and takes no responsibility for that information.
2.12 Communications between Zyngel and User shall not constitute or form part of any offer, recommendation, invitation or solicitation to purchase or subscribe for any shares or other investment product. Zyngel is not a financial or corporate advisor and shall not assess the suitability of investments detailed in the provision of this Zyngel Service. If User has doubts as to the suitability of an investment, User should seek advice from a suitably qualified professional advisor. By accepting User’s request for provision of the Zyngel Services, we should not be considered to have approved or recommended any investments offered by or to User.
Other Zyngel Services
2.13 As part of the Zyngel Services, User is able to access the Dashboard and use the other functionality offered by the Dashboard from time to time, including the ability to view its shareholdings or positions as an officeholder in Zyngel Companies and details of those Zyngel Companies.
2.14 As part of the Zyngel Services, User may engage Zyngel or its representative to act as nominee director or nominee shareholder, subject to the User entering into supplemental agreements or do the things as required by Zyngel or applicable law.
3 Authority to act for your company
You represent and warrant that you have the legal right and full power and authority to execute and deliver and to exercise the rights and perform the obligations under these Service Terms on behalf of your company. In the case where the Zyngel Company has not been incorporated, you undertake that you shall do all that is necessary to effect your legal right and full power and authority to execute and deliver and to exercise the rights and perform the obligations under these Service Terms on behalf of the Zyngel Company.
4.1 We shall communicate with User in a variety of ways, such as by e-mail, text, or by posting e-mail messages or communications on our website or through the other Zyngel Services. User consents to receive such communications from us.
4.2 User agrees that it is User’s responsibility and not ours to ensure that all agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
5.1 Other than content generated by User or other users of the Dashboard, we or our licensors own copyright in the content of this Dashboard. Except as specified in the clause 5.2, you may download and temporarily store one or more of the pages of this Dashboard for the purposes of viewing them and you may print any page from this Dashboard for use only by User and its employees, officers and agents.
5.2 Certain content of this Dashboard is provided by Linklaters Singapore Pte Ltd. User agrees that its use of that content is subject to different terms which can be accessed here.
5.3 Any other storage, copying, transmission or distribution of the content of this Dashboard is prohibited without our consent.
5.4 User owns the copyright in any content that User generates (for example, when User inputs details into share transfer forms, company incorporation forms and regulatory filing documentation, User shall own copyright (if any) in these details), but User grants us a non-exclusive, perpetual, irrevocable licence to use that content to provide to User the Zyngel Services.
6 Trade Marks
The marks ‘Zyngel’ and its logo, ‘Blockchain Chartered Company’ and the suffix ‘BCC’ are trade marks of Zyngel and its affiliates, and nothing in these Service Terms gives User the right to use those trade marks without our prior written approval.
7 User’s Account
User is responsible for maintaining the confidentiality of User’s password and account, including the private key we issue to User, and any activities that occur using User’s account or are signed for with User’s private key. We shall not be liable to User or any entities for any loss or damage which may arise as a result of any failure by User to protect User’s password, private key or account.
8 Third Party Software and Application Programming Interface (“API”)
We and User may use third party software and APIs when using the Dashboard or the Zyngel Services. We do not guarantee the reliability of such third party software or APIs. User agrees 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, the Dashboard or Zyngel Services.
We use distributed ledger technology, in particular the Ethereum protocol, to provide the Zyngel Services. Ethereum is an open source blockchain/distributed ledger technology that is developed and administered by the Ethereum Foundation. Whilst we endeavour to ensure that there is no disruption to the Zyngel Services arising from the use of the Ethereum protocol, we do not control the Ethereum network and therefore do not take responsibility for its availability and security. In the event that performance of the Zyngel Services is materially impacted by the use of Ethereum and which is caused solely due to an act or omission of Zyngel, the liability of Zyngel shall be limited to actual damages resulting from our gross negligence, fraud or wilful misconduct and in no event shall Zyngel be liable for any indirect, consequential, special or other punitive damages.
10 Personal Data
User confirms that all information and details provided by User to us are true, accurate and up to date in all respects and at all times. User can update or correct any of its information or details at any time through its account on the Dashboard.
11 Fees and Payment
11.1 User shall pay Zyngel in advance the fees set out in the Dashboard or our website for the relevant Zyngel Services it has ordered (“Fees”) through a secure payment process incorporated into our Dashboard or website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire.
11.2 If there are any fees for Zyngel Services that are not set out in the Dashboard or our website, we shall issue an invoice to User for such Zyngel Services provided. User shall pay us the fees set out in the invoice for such Zyngel Services on receipt of the invoice issued by us. Upon request from User, Zyngel may issue an invoice for payment in either bitcoins or ether currency via a secure crypto-currency payment processor prescribed by Zyngel. The quotes in either bitcoin or ether currency will only be valid for 24 hours.
11.3 User may subscribe to an annual or monthly package at any time for the Zyngel Services. User acknowledge and agrees that it may not downgrade its package from an annual package to a monthly package.
11.4 User acknowledges and agrees that completion of the online payment process referred to in clause 11.1 does not constitute our acceptance of User’s offer to purchase the Zyngel Services from us. Our acceptance of User’s order shall take place only on commencement of the Zyngel Services that User ordered from us. We reserve the right to decline an order for Zyngel Services for any reason and we will refund any fees prepaid if we decline an order, provided that no Zyngel Services have been used by User. We shall only ever commence provision of the Zyngel Services if full payment for the Fees has been received by us in advance.
11.5 During the online payment process, User shall be required to enter its payment details, which are disclosed directly to an independent third party payments processor. We do not collect or store this information and we do not have access at any time to User’s payment details.
11.6 All payments are processed by an independent third party payment processor. We exclude all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third party payment processor shall apply.
12.1 We reserve the right to cancel the Zyngel Services in part or in whole at anytime and for any reason if User breaches any of the Service Terms. We shall not be liable to the User for any loss or damage incurred by the User due to our cancellation of the Zyngel Services.
12.2 If User chooses an annual package for which User is required to pay the Fees in advance on an annual basis for any Zyngel Services, User shall be entitled to a discount as set out in the Dashboard or website, but the User may not cancel any or all of the Zyngel Services for which such Fees are prepaid.
12.3 If User chooses a monthly package for which User is required to pay the Fees for the Zyngel Services in advance on a monthly basis, the User may cancel the Zyngel Services at any time and the corresponding Fees for the period of unused Zyngel Services shall be refunded to the User.
Use of Dashboard
13.1 Any content of this Dashboard that is provided by Zyngel or its partners or licensors is provided for general information only and we do not accept any responsibility for its use.
13.2 We exclude all liability which might arise from your use or reliance on the content of the Dashboard, save to the extent such liability arises from our fraud or fraudulent misrepresentation or from any death or personal injury that arises due to our negligence.
13.3 User of the Dashboard and the Zyngel Services are able to interact with certain information or content provided by us (including any share transfer forms, company incorporation forms and regulatory filing documentation) to create user-generated content. We shall not be liable for the accuracy, completeness or contents of any user-generated content.
13.4 While we use reasonable efforts to ensure that this Dashboard is free from viruses and other malicious or harmful content, we cannot guarantee that User’s use of this Dashboard (including any content on it or any website accessible from it) shall not cause damage to User’s computer or other device. Except where required by applicable law, we shall not be liable to User for any loss or damage User suffers as a result of viruses or other malicious or harmful content that User accesses from or via the Dashboard.
Use of Zyngel Services
13.5 While we shall use reasonable efforts to ensure that availability of the Zyngel Services shall be uninterrupted and that transmissions shall be error-free, this cannot be guaranteed. Also, User’s access to the Zyngel Services may also be occasionally suspended or limited to allow for repairs, maintenance, or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and use reasonable efforts to notify User in advance.
13.6 To the extent permitted by applicable law, we shall not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses.
13.7 To the extent permitted under applicable law, we shall not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
14 Compliance with applicable laws and regulations
14.1 User represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using any Zyngel Services.
14.2 User shall indemnify Zyngel (and/or any of its affiliates) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Zyngel arising from User’s breach of clause 14.1.
These terms may be varied from time to time by notice to User and, by continuing to use this Dashboard or Zyngel Services, User agrees to be bound by the then current terms.
16 Third Party Rights
Only User and we shall be entitled to enforce these Service Terms. No third party shall be entitled to enforce any of these Service Terms, whether by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise.
17 Governing Law and Jurisdiction
These Service Terms and all issues regarding this Dashboard and Zyngel Services are governed by Singapore law and shall be subject to the exclusive jurisdiction of Singapore courts.
Regarding orders for the United Kingdom