BIZ@NEUXP Terms and Conditions of Service
BIZ@NEUXP TERMS AND CONDITIONS OF SERVICE
This dashboard (the “Dashboard”) is provided by NeuXP Group.,(“NeuXP”) as one of the services that NeuXP provides alongside the Biz@NeuXP website (the “Website”), Biz@NeuXP’s email notifications and any information or content appearing therein to facilitate the provision of any of its corporate services (“Biz@NeuXP Services”). Use of this Dashboard, Website, email notifications or any of Biz@NeuXP’s Services is subject to the following terms and conditions of service (the “Terms”).
1.1 “You” and ‘your” includes:
a) any company identified during registration on the Biz@NeuXP Dashboard and any company which will or has been incorporated using the Dashboard or which is now registered on the Dashboard and will use NeuXP’s corporate secretarial online service (a “NeuXP Company”);
b) any individual linked to a NeuXP Company whether as a shareholder, director, officer, employee or user of the Dashboard on behalf of a NeuXP Company; or
c) any individual or company which has registered on the Biz@NeuXP Dashboard for the use of Biz@NeuXP services.
1.2 “User” means any person using the Dashboard and any Biz@NeuXP Services whether on his or her own behalf, or on behalf of a third party.
1.3 All Users that use or access the Dashboard or any Biz@NeuXP Services represent and warrant that they have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.
2.1 Biz@NeuXP provides a range of corporate services and corporate solutions (collectively “Biz@NeuXP Services”) using cloud-based software.
2.2 Biz@NeuXP is not a law firm and as such does not provide legal advice or any legal services.
2.3 Users may engage Biz@NeuXP to provide business incorporation and operation services. These services may include any of the following:
a) company incorporation (if applicable);
b) provision of a registered office address and mailroom;
c) maintenance of statutory registers on the Dashboard in accordance with
the legal requirements;
d) lodgement and payment of regulatory filings
e) preparation of all corporate decisions and resolutions in connection with the
governance of a NeuXP Company;
f) filing all changes relating to a NeuXP Company, including but not limited to
change of officers, shareholders, share capital, registered office, particulars of
officers or shareholders;
g) provision of accounting services, including, but not limited to:
preparation of management report;
preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements);
preparation of financial statements in;
maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and
perform bank and other accounts reconciliation;
h) provision of payroll services, including, but not limited to:
salary calculation on a monthly basis;
salary payment to employees via issuance of cheques or through bank transfer;
automatic generation of monthly payslips for employees;
maintenance of payroll file for each employee; and
i) provision of additional payroll services, including, but not limited to:
tax computation to calculate tax liability of the Company;
preparation of related form for Company’s approval; and
preparation of tax forms for Company’s submission.
2.4 By appointing Biz@NeuXP as the User’s company secretarial service provider, Biz@NeuXP shall carry out, or appoint one of its employees to carry out, the duties of a company secretary.
2.5 Biz@NeuXP shall only provide company secretarial services as requested by the User from time to time orally, in writing or any other manner in which Biz@NeuXP may accept. The User agrees that Biz@NeuXP has no liability to the User for any loss or damage arising out of or in relation to Biz@NeuXP providing company secretarial services in accordance with User’s instructions.
2.6 All Users shall indemnify Biz@NeuXP (and/or any of its affiliates) against any and all actions, judgments, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Biz@NeuXP in the course of and pursuant to its duties and obligations provided by any Biz@NeuXP services in accordance with your instructions or these Terms.
2.7 Biz@NeuXP may require that, for the performance of Biz@NeuXP Services (including the services of acting as a nominee director for a Biz@NeuXP Company), all Users shall enter into any supplemental agreements or carry out any acts required by Biz@NeuXP or by law in order for Biz@NeuXP to provide Biz@NeuXP Services. Biz@NeuXP shall not be obliged to provide any Biz@NeuXP Services if the User fails to enter into a supplemental agreement or carry out any acts required by Biz@NeuXP or by law.
2.8 If Biz@NeuXP, in its opinion, is obliged to meet any of the User’s requirements or legal obligations, the User agrees that Biz@NeuXP is authorized to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at the expense of the User.
2.9 At the request of Biz@NeuXP, the User shall provide Biz@NeuXP with all documents and information as required by Biz@NeuXP in order for Biz@NeuXP to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason that Biz@NeuXP may consider necessary from time to time.
3.1 Users must register for a User account to access and use Biz@NeuXP Services.
3.2 By creating a user account for any Biz@NeuXP Services you automatically accept these Terms.
3.3 In order to use the Dashboard and Biz@NeuXP Services, you must provide all information and documents requested by Biz@NeuXP. You undertake and warrant to provide accurate, current and complete information and documentation.
3.4 In case of any change in the information provided by you upon registration you undertake to update this information without delay. Biz@NeuXP shall not in any way be held responsible or liable in the event that you have not updated your information or have not notified Biz@NeuXP of any change of situation.
3.5 A User registering on the Dashboard has access to the Dashboard through the combination of a username and a password. The combination username and password are strictly private and shall be kept confidential by the User.
3.6 In case of a loss of password, the User will be able to reinitialize its password on the Dashboard.
4. Use of Services
4.1 Biz@NeuXP may at any time suspend or discontinue any Biz@NeuXP Services or any feature of any Biz@NeuXP Service, including support enabling the use of the Dashboard.
4.2 Biz@NeuXP will make every effort to ensure that Biz@NeuXP Services are available, however, such services may be interrupted to conduct maintenance, repairs, upgrades, or network or equipment failures.
4.3 The operation of Biz@NeuXP Services may be affected by external events including but not limited to epidemics, strikes, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events.
4.4 Biz@NeuXP will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to any such events or any other event beyond Biz@NeuXP’s reasonable control.
5.1 Definition of Confidential Information. In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, User Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
5.2 Protection of Confidential Information. Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (collectively known as “Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms outlined in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.
5.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 5 in addition to any other remedy to which the disclosing party is entitled at law or in equity.
5.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If Biz@NeuXP is compelled by law to access or disclose the User’s Confidential Information as part of a civil proceeding to which the User is a party, the User will reimburse Biz@NeuXP for the reasonable costs of compiling and providing secure access to such Confidential Information.
6. Intellectual property
6.1 By agreeing to these Terms you agree to only subscribe to the use and access of Biz@NeuXP services. You acknowledge that you have a limited right to access and use Biz@NeuXP services and that no ownership rights are transferred to you under these Terms.
6.2 Other than the content generated by the User or other users of the Dashboard, Biz@NeuXP owns copyright in the content of this Dashboard. 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.
6.3 Any other storage, copying, transmission or distribution of the content of this Dashboard as well as creation of any derivative works with respect to the Dashboard is prohibited without our consent.
6.4 Provided that the User complies with these Terms, Biz@NeuXP grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable license to use the Dashboard in order to gain access to Biz@NeuXP’s Services.
6.5 The marks ‘Biz@NeuXP’ and its logo are trademarks of NeuXP, and nothing in these Terms gives User the right to use those trademarks without Biz@NeuXP’s prior written approval.
6.6 Biz@NeuXP and the User may use third-party software and application programming interfaces (“APIs”) when using the Dashboard or the Biz@NeuXP Services. Biz@NeuXP does not guarantee the reliability of such third-party software or APIs.
6.7 The User agrees that Biz@NeuXP IS 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 Biz@NeuXP Services.
7. Payment terms
7.1 The price, features and options of Biz@NeuXP Services depend upon the Subscription Plan selected by you.
7.2 The User shall pay Biz@NeuXP in advance the fees set out in the Subscription Package as stated on the Dashboard or the Website for the relevant Biz@NeuXP Services it has ordered (“Fees”).
7.3 The Fees shall be paid 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.
7.4 In the event that any fees are due for Biz@NeuXP Services not set out in the Dashboard or the Website, Biz@NeuXP shall issue an invoice to User for any such Biz@NeuXP Services provided. The User shall pay the fees set out in the invoice for such Biz@NeuXP Services on receipt of the invoice issued by Biz@NeuXP.
7.5 The User acknowledges and agrees that completion of the online payment process does not constitute Biz@NeuXP’s acceptance of a User’s offer to purchase Biz@NeuXP Services. Biz@NeuXP’s acceptance of User’s order shall take place only on the commencement of Biz@NeuXP Services that the User ordered from Biz@NeuXP.
7.6 Biz@NeuXP reserves the right to decline any order for Biz@NeuXP Services for any reason and will refund any fees prepaid if an order is declined, provided that no Biz@NeuXP Services have been used by the User.
7.7 During the online payment process, the User shall be required to enter their payment details, which are disclosed directly to an independent third-party payments processor. Biz@NeuXP does not collect or store this information and does not have access at any time to User’s payment details.
7.8 All payments are processed by an independent third-party payment processor. Biz@NeuXP excludes 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.
7.9 The User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then the User’s liability to Biz@NeuXP will automatically be deemed a debt immediately due and payable. Any outstanding payments that a User owes Biz@NeuXP shall attract late payment interest of 10% per annum until full payment is received.
7.10 All Fees for any Biz@NeuXP Services are exclusive of tax, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with Biz@NeuXP Services.
7.11 If a User does not pay for any Biz@NeuXP Services in full and on time then Biz@NeuXP reserves the right to either terminate the use of the User Account; and/or suspend and/or terminate the performance of the services forthwith in whole or in part.
8. Limitation on liability
8.1 To the fullest extent permitted by law, Biz@NeuXP and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the Biz@NeuXP Services and the use of the Dashboard.
8.2 Biz@NeuXP Services and the content and documents generated by the Dashboard are provided on an “as is” basis. No assurance, representation or warranty of any kind is made whether express, implied or statutory including but not limited to warranties of title or implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.
8.3 Biz@NeuXP will make every effort to provide high quality services, however, it does not make any representation or warranty that:
a) the information or content provided as part of Biz@NeuXP Services will be
entirely correct and up to date;
b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;
c) Biz@NeuXP Services are free from bugs or viruses;
d) correspondence between a User and Biz@NeuXP will be free from interception, corruption, error, delay or loss;
e) access to Biz@NeuXP Services will always be available or uninterrupted;
f) use of Biz@NeuXP Services will achieve any particular result and meet your expectations.
8.4 Biz@NeuXP shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of the use of or the inability to use Biz@NeuXP Services.
8.5 Any liability of Biz@NeuXP to any User is limited strictly to the amount paid by the User to Biz@NeuXP (if any) for the services provided.
9.1 You agree to indemnify and hold Biz@NeuXP (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:
(i) your breach of these Terms,
(ii) your use of Biz@NeuXP Services and/or
(iii) any misrepresentation made by you.
9.2 All Users represent, warrant and undertake that they shall comply with all applicable laws and regulations when using any Biz@NeuXP Services.
9.3 All Users shall indemnify Biz@NeuXP (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgments, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Biz@NeuXP arising from a User’s breach.
10. Termination of Biz@NeuXP Services
10.1 Either party may terminate any Biz@NeuXP Services by giving at least thirty (30) days’ written notice to the other party.
10.2 Biz@NeuXP will not provide any refund for any cancellation of any Biz@NeuXP Services.
10.3 If you terminate any Biz@NeuXP Services, your access to the Biz@NeuXP Dashboard will be restricted solely to the data export functions. You will be able to export the records pertaining to your Company for a period of twelve (12) months from the date of termination (the “Post-Termination Period”).
10.4 Following the expiry of the Post-Termination Period, you acknowledge that your Company information may be deleted or overwritten from the Biz@NeuXP platform. It is your sole responsibility to maintain the records of the Company after the termination of any Biz@NeuXP Services.
11.3 By using the Biz@NeuXP Dashboard, Website and any Biz@NeuXP Services you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Biz@NeuXP Dashboard may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
12. Variations of these terms
12.1 These Terms may be varied from time to time by Biz@NeuXP.
12.2 In case of a material change to the Terms, Biz@NeuXP will inform you by notice. If you continue to use Biz@NeuXP Services you agree to be bound by the then current terms.
13. Waiver and severability
13.1 Biz@NeuXP’s failure to enforce a provision in these Terms is not a waiver of Biz@NeuXP’s right to do so later.
13.2 If a provision in these Terms is found to be unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.
14. Third party rights
Only the User and Biz@NeuXP shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise.
15. Dispute resolution
Before filing any claim against Biz@NeuXP, you agree to try to resolve any dispute, howsoever arising, informally by contacting firstname.lastname@example.org.