Terms of Service

1. Definitions

In these terms the following words have the meanings given below.

• The company means Difgen Holdings Pte. Ltd., registered in Singapore, with its office at The Spire.
• The desk means the administration team working from The Spire on behalf of the company.
• The website means the pages published at www.difgenholdings.buzz and any page served from that address.
• The client means the entity or individual that instructs the company to carry out work.
• The services mean the holding company administration work described on the services page and in any engagement letter.
• Records means documents, registers, minute books, certificates, agreements and any other material held in the vault or in the office.
• Business day means a day other than a Saturday, Sunday or public holiday in Singapore.

Where these terms refer to writing, the reference includes email sent to or from the office address published on the contact page.

2. Acceptance of These Terms

By reading, browsing or using the website you agree to these terms. If you do not agree, please stop using the website. Reading a public page does not by itself create a client relationship, and no work is undertaken until the desk confirms an engagement in writing.

Where the client is a company, the individual who instructs the desk confirms that they are authorised to do so. The desk may ask for a board resolution, a written authorisation or a signed engagement letter before work begins, and may decline to act where authority is unclear.

These terms apply to every instruction given after the effective date, unless a separate engagement letter signed by both parties sets different terms for a particular matter. In the event of conflict, the signed engagement letter prevails for that matter.

3. Scope of the Services

The company provides six related administration services: board paper desks, subsidiary return cycles, vault file checks, intercompany invoice reviews, minute book bindings and annual filing calendars. Each is described in detail on the services page, and the description there forms part of these terms.

The services are administrative. The desk prepares papers, assembles packs, tracks dates, reconciles registers and binds volumes. It does not decide the commercial content of a resolution, does not approve a transaction on behalf of the client, and does not sign a document in place of a director.

Where the desk identifies a matter that requires a decision by the client, it will record the matter in writing and ask for an instruction. Work on that matter pauses until the instruction is given, and any deadline that depends on the matter is treated as at risk until the instruction arrives.

The desk does not act as a director, company secretary of record, auditor, tax agent or registered filing agent unless a separate appointment in writing states otherwise. A general instruction to administer records does not imply any of those appointments.

4. No Legal, Tax or Investment Advice

Nothing on this website and nothing in the work of the desk constitutes legal advice, tax advice, investment advice or a recommendation to enter or refrain from a transaction. The desk may explain a procedural step, but it does not advise on the legal effect of a document or on the tax treatment of a payment.

Where a matter requires legal or tax advice, the client should instruct a qualified lawyer or tax adviser. The desk can coordinate with that adviser and can provide the records the adviser needs, but it does not replace the adviser.

The company does not manage investments, does not hold client money and does not offer any financial product. Any statement on this website about a holding structure is descriptive and is not an invitation to invest.

5. Engagement and Instructions

An engagement begins when the desk confirms it in writing after a short conversation about the entities, the year ends and the records involved. The confirmation sets out the services included, the person at the desk responsible for the matter, the expected timing and the fee basis.

Instructions should be given in writing where possible, by email to office@difgenholdings.buzz. Where an instruction is given by telephone, the desk will confirm it in a short email so that both parties have the same record. An instruction is effective when the desk acknowledges it.

The client may change an instruction at any time before the work is complete. Where a change requires rework, the desk will say so and will explain any effect on timing or fees before proceeding.

The desk may decline an instruction that falls outside the services, that would require the company to act outside the law, or that would create a conflict with an existing engagement. Where an instruction is declined, the reason is given in writing unless giving a reason would itself be unlawful.

6. Duties of the Client

The client agrees to provide accurate and complete information, to respond to questions within a reasonable time, and to tell the desk promptly if something changes. Much of the work depends on the client, and a late response from the client will affect a filing date regardless of how well the desk plans.

The client agrees to make available the records needed for the work, including the constitution, the latest returns, the minute book and the vault register. Where a record is held by a third party such as a former company secretary or a bank, the client agrees to obtain it or to authorise the desk to request it.

The client agrees to review drafts before they are signed and to raise any correction before signature. A signed document is treated as approved by the client, and the desk is not responsible for an error that was visible in a draft the client approved.

The client agrees to keep the desk informed of any change in directors, officers, shareholding, registered address or year end, and to provide the supporting documents for that change.

7. Handling of Records and Originals

The desk receives, stores and releases original records. Every original that enters the office is recorded against the vault register on the day it arrives. Every release is recorded with the name of the person who collected it, the date and, where a courier is used, the tracking reference.

The desk takes ordinary and reasonable care of records in its custody, including locked storage, a controlled entrance and a signed vault access sheet. The desk does not insure the records and is not an insurer of their value. Where a client requires insurance for an original of particular value, that is a matter for the client.

Where an original is released to a third party at the client instruction, the client accepts the risk of that release. The desk will use tracked delivery where the client asks for it and will pass on the tracking reference.

Records are returned to the client on the end of an engagement, or transferred to a successor in a documented handover. The desk keeps a copy of the handover schedule and, for statutory records, a note of where the originals have gone.

8. Fees and Invoicing

Fees are agreed in advance and are set out in the engagement confirmation. The desk may quote a fixed fee for a defined task, a monthly fee for an ongoing cycle, or an hourly fee for work that cannot be scoped in advance. Where an hourly fee applies, the desk records the time spent and provides a summary with the invoice.

Disbursements such as filing fees, courier charges and notary charges are billed at cost with a supporting record. The desk does not add a markup to a public filing fee.

Invoices are issued at the end of each month for ongoing work and on completion for fixed tasks. Payment terms are thirty days from the date of the invoice unless the engagement confirmation states otherwise.

Fees are exclusive of any tax that applies. Where a tax is required by law, it is added to the invoice and shown as a separate line.

9. Payment Terms

Payment is due in the currency shown on the invoice and to the bank account stated on the invoice. The desk will not change its bank details by email alone, and any message that claims a change of account should be verified by telephone on +15676998908 before payment is made.

Where an invoice remains unpaid after the due date, the desk may charge interest at a reasonable rate set out in the engagement confirmation. The desk may also suspend work on the matter until the account is brought up to date, provided it gives written notice first.

Where a client disputes an invoice in good faith, the client should say so in writing within fourteen days and pay the undisputed portion. The desk will review the disputed portion and reply in writing.

Amounts already paid for work completed are not refundable merely because the client later changes course, though the desk will always credit work that has not yet started.

10. Confidentiality

The desk treats all information received in an engagement as confidential. Information is shared within the team only where it is needed to carry out the work, and access to the vault is limited to named members of staff.

The desk does not disclose confidential information to a third party except where the client authorises the disclosure, where the disclosure is needed to carry out the instruction, or where the law requires it. Where a disclosure is required by law and it is lawful to do so, the desk tells the client before the disclosure is made.

Confidentiality continues after an engagement ends. It does not apply to information that is already public, that the client has released, or that the desk independently develops without using the confidential information.

Where the desk works alongside an auditor, lawyer or notary, it shares only the information that the matter requires and asks that party to keep it confidential in turn.

11. Personal Data

The company handles personal data in accordance with its Privacy Policy, which forms part of these terms. The Privacy Policy explains what is collected, why it is used, how long it is kept and how a person may exercise their rights.

Where the company processes personal data on behalf of a client entity, it does so on the entity instruction and for the entity purposes. The client entity remains responsible for giving notice to the individuals concerned and for answering their requests, and the desk assists the entity as needed.

The company takes reasonable security measures to protect personal data in both paper and digital form. No method of storage is completely secure, and the company does not warrant that a breach can never occur. Where a breach occurs, the company follows the response steps described in the Privacy Policy.

12. Acceptable Use of the Website

The website is provided for information about the company and its services. You may read the pages, print them for your own use and link to them. You may not copy the pages in bulk, republish them as your own, or use them to train a model for commercial resale without written permission.

You must not attempt to gain unauthorised access to the server, to the contact form or to any system connected with the website. You must not send messages through the contact form that are unlawful, abusive, misleading or designed to overload the service.

You must not use automated tools to scrape the site in a way that degrades service for other visitors. The desk monitors server logs and will block an address that behaves abusively.

The desk may suspend access to the website for maintenance without notice. Where a suspension is planned, the desk aims to keep it short and to publish the pages again as soon as the work is done.

13. Intellectual Property

The text, layout, styling and design of this website belong to Difgen Holdings Pte. Ltd. and are protected by copyright and other laws. The name of the company, its mark and its desk identity may not be used in a way that suggests an endorsement or a partnership without written consent.

Documents that the client provides remain the client property. The desk acquires no ownership of a client record by holding it, copying it or binding it into a volume. Where the desk prepares a new document for the client, ownership of that document passes to the client on payment of the relevant fee, subject to any third party rights in the underlying material.

Methods, templates and internal systems used by the desk remain the property of the company, even where they are used in producing a client document.

14. Third Party Services

The desk relies on third parties for some parts of its work: couriers for delivery, banks for payments, public registers for filings and hosting providers for the website. The company chooses those parties with care but does not control them.

Where a third party causes a delay or an error, the desk will tell the client promptly, will pursue the matter with the third party, and will take reasonable steps to reduce the effect. The company is not responsible for a failure that lies wholly with a third party, though it will not leave the client to resolve the matter alone.

Any service provided through a third party is subject to that party terms, and the client may need to deal with the party directly for certain requests.

15. Availability and Changes

The desk is staffed during the business hours published on the contact page. Messages received outside those hours are answered on the next business day, except where the desk has agreed a specific response time for a matter.

The company may change, add or withdraw a service, and may change these terms, from time to time. Where a change materially affects an active engagement, the desk gives written notice before the change takes effect. Where a change affects only the website, the updated terms are published on this page with a new review date.

The company may relocate the desk within Singapore. A relocation does not affect an engagement, and the desk will give reasonable notice of a new address and update every page of this website.

16. Limitation of Liability

The company is responsible for the work it carries out with reasonable skill and care. It is not responsible for a loss that arises from information the client supplied inaccurately, from an instruction the client gave, from a third party failure, or from an event beyond its reasonable control.

To the extent permitted by law, the total liability of the company for any claim arising from an engagement is limited to the fees paid for the work giving rise to the claim, or to a higher amount stated in the engagement confirmation. This limit does not apply to fraud, wilful misconduct or any liability that the law does not allow to be limited.

The company is not liable for indirect or consequential loss, for loss of profit, for loss of opportunity or for loss of goodwill. Where a claim concerns a filing deadline, the company is not liable for a penalty that would not have arisen if the client had responded to a written request within the agreed time.

Nothing in these terms excludes a liability that cannot be excluded under Singapore law, including any statutory right that a consumer may have.

17. Indemnity

The client agrees to indemnify the company against a claim, loss or cost that arises from an instruction the client gave, from a document the client supplied, or from the client breach of these terms. This indemnity applies to the extent that the loss was not caused by the company own failure to act with reasonable skill and care.

Where a third party brings a claim against the company because of a document the client provided, the client agrees to assist in the defence of the claim and to provide the records and evidence that the matter requires.

The company will tell the client promptly if it becomes aware of a claim that may fall under this section, and will take reasonable steps to reduce the loss.

18. Events Beyond Control

Neither party is liable for a delay or a failure caused by an event beyond its reasonable control. Such events include a natural disaster, a fire, a flood, a pandemic, a failure of public infrastructure, a widespread utility outage, a cyber attack on a shared network, a labour dispute and an act of a public authority.

Where such an event occurs, the affected party will tell the other promptly, will take reasonable steps to reduce the effect, and will resume performance as soon as it can. If the event continues for more than thirty days, either party may end the affected part of the engagement without penalty for that part.

Where a deadline is at risk because of such an event, the desk will tell the client in writing as soon as the risk is known so that the client can decide on any alternative step.

19. Termination

Either party may end an engagement by giving thirty days written notice. The client remains responsible for fees for work carried out up to the end date, and for any disbursement already committed.

The company may end an engagement immediately where the client fails to pay an undisputed invoice after written reminder, where the client asks the company to act unlawfully, where a conflict arises that cannot be managed, or where continuing would breach a professional or legal obligation.

On ending an engagement, the desk prepares a handover. The handover lists the records held, the filings in progress and the dates that remain. Originals are returned to the client or transferred to a successor in a documented process, and the desk keeps a copy of the handover schedule.

Provisions that by their nature should survive the end of an engagement, including confidentiality, intellectual property, limitation of liability and dispute resolution, continue to apply.

20. Governing Law and Disputes

These terms are governed by the law of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore for any dispute that cannot be resolved by discussion.

Before starting a formal claim, the parties agree to try to resolve the matter in good faith. The first step is a written notice describing the issue and the outcome sought. The desk will reply within fourteen days and will propose a meeting or a call. Most disagreements end at this stage.

If the matter is not resolved within thirty days of the notice, either party may refer it to mediation in Singapore before starting court proceedings. Where the parties do not agree on a mediator, the mediator is appointed by the body named in the engagement confirmation.

Nothing in this section prevents either party from seeking urgent relief from a court where a delay would cause serious harm.

21. General Provisions

Entire agreement

These terms, together with the engagement confirmation and the Privacy Policy, form the entire agreement between the parties on the subject matter and replace any earlier discussion or draft.

Severability

If a provision is found to be invalid or unenforceable, the remaining provisions continue in force and the invalid provision is read down to the extent needed to make it enforceable.

No waiver

A failure to enforce a right on one occasion does not waive that right on a later occasion.

Assignment

The client may not assign an engagement without the written consent of the company. The company may assign an engagement within its group on notice, provided the standard of service is not reduced.

Notices

A notice to the company should be sent to office@difgenholdings.buzz and, for a formal notice, also by letter to the registered office address below. A notice to the client is sent to the email address the client provided, and is treated as received on the next business day.

Third party rights

No person who is not a party to these terms may enforce any provision of them.

Language

These terms are written in English, and the English version prevails over any translation.

22. Contact Details

Questions about these terms, an invoice or an engagement should go to the desk in writing. The desk aims to answer within one business day for routine matters and within five business days for a formal notice.

These terms are published by Difgen Holdings Pte. Ltd. and apply to the website at www.difgenholdings.buzz and to every engagement confirmed by the desk at The Spire.