- Your engagement letter or order sets the scope and fixed fee. These terms cover everything else.
- We start work once our due diligence is complete. If we cannot proceed for reasons you did not cause, we refund our set-up fee in full.
- Annual plans renew each year unless you cancel with 30 days' notice. We remind you 30 days before renewal.
- If a penalty arises solely from our error, we pay it.
- Your company's statutory records belong to your company. We hand them over when you leave, even if a fee is in dispute.
1. How these terms work
These terms apply to all services Northwise Pte. Ltd. provides. Each engagement also has an engagement letter or online order setting out the scope, fee and timing. If they conflict, the engagement letter prevails, then these terms, then anything on our website.
Regulated corporate services. Incorporation, company secretarial, registered office, and nominee or resident director services are provided by our licensed, ACRA-registered corporate service provider partner, not by Northwise. Northwise introduces you to the partner and coordinates the work; your engagement for those services is with the partner, under the partner's own terms, which prevail for them. These Northwise terms govern Northwise's own services, such as accounting, tax, cross-border and valuation, and our introduction to the partner. Where a clause below mentions a company secretary, nominee director or registered office, it describes how the partner's service works, and the partner's engagement terms apply to it.
2. Becoming a client
- Before we provide any corporate service, the law requires us to identify and verify you, your company, its beneficial owners and anyone acting for it, and to understand the purpose of the relationship. We repeat checks when information changes or when the law requires.
- We may decline or end an engagement where checks are not completed, information is not provided, or the law prevents us from acting. Where the law allows, we will tell you why.
- Our licensed partner arranges a nominee director only after confirming the person is fit and proper, as the Corporate Service Providers Act requires.
- Incorporation, company secretarial, registered office and nominee or resident director services are provided by our licensed, ACRA-registered corporate service provider partner. Northwise introduces you and coordinates; your engagement for these regulated services is with the partner.
3. Our services
- We deliver the services described in your engagement letter with reasonable skill and care, on the information you give us.
- We do not give legal advice, perform statutory audits or provide regulated financial services. Where you need these, we introduce a licensed firm and say so in writing.
- Directors remain responsible in law for the company's compliance. We prepare and file on your instructions and approvals.
4. Your responsibilities
- Give us accurate, complete and timely information and documents, and tell us promptly of changes, especially to ownership, directors or addresses.
- Reply to our requests and approve filings in time for statutory deadlines. We tell you each deadline in advance.
- Make sure you are entitled to give us personal data about others, and that they know how we will use it.
- Keep your login details for our portal and for government systems secure.
5. Fees
- Fees are fixed for the agreed scope and shown in Singapore dollars.
- Government fees are passed through at cost and shown separately. Penalties for filings missed before you engaged us, bank charges and third-party costs are not included.
- If we are registered for GST, GST is added at the prevailing rate and shown on the invoice.
- Work outside the agreed scope is quoted in writing before we start. We never invoice for out-of-scope work you did not approve.
- We may review plan fees at renewal, with at least 30 days' written notice.
6. Payment
- Set-up packages are paid at checkout or on our invoice before work starts.
- Plans are billed monthly on a 12-month commitment, or annually in advance.
- We accept card and PayNow through our payment provider, bank transfer and GIRO. We do not store card details.
- Invoices are due within 14 days unless stated otherwise.
- If an invoice is overdue, we will remind you and may pause non-statutory work after 14 days' written notice. We will not let a statutory deadline pass because of a fee dispute without warning you in writing first.
7. Renewal and cancellation
- Annual services, such as plans, company secretary, nominee director and registered office, run for 12 months and renew automatically for a further 12 months.
- We email you 30 days before each renewal with the fee for the next year.
- To cancel, tell us in writing at least 30 days before the renewal date. If you cancel a monthly-billed plan during its 12-month commitment, the remaining months are payable.
- When a secretary, nominee director or registered office service ends, you must appoint a replacement or change the address within the time the law allows. Our licensed partner files the resignation or change for you.
8. Refunds
| Situation | Refund |
|---|---|
| We cannot proceed with a set-up for reasons you did not cause, such as both proposed names being rejected or our decision not to act | Our fee in full |
| We cannot proceed because information was inaccurate or withheld, documents were not provided, or checks returned adverse findings | Our fee less the work already done, which we will itemise |
| Government fees already paid to the authority | Not refundable by us |
| A plan period that has started | Not refundable, unless we end the service without cause, in which case we refund the unused months |
| Nominee director deposit | Returned within 30 days after the resignation is filed, less any unpaid amounts |
| Duplicate payments and billing errors | In full |
Refunds go to the original payment method within 14 working days of our confirmation. Your bank may take longer to show them.
9. Nominee director and registered office
Nominee director. A nominee director is a full director in law with the same duties as any other. The nominee meets the residency requirement and fulfils the duties of a director, but does not run the business. You agree to keep the nominee informed, give access to the company's records, not ask the nominee to act unlawfully, and indemnify the nominee against liabilities arising from the company's business, except those caused by the nominee's own wrongdoing. The nominee may give 30 days' notice of resignation, or shorter notice where continuing would breach the law or create serious risk. Because a company must always have a director resident in Singapore, the resignation takes effect once you appoint a replacement, and you agree to do so promptly. A nominee director does not make a company tax resident in Singapore; see POEM and substance.
Registered office. Our licensed partner receives and scans official mail to you on the day it arrives. The address may be used for official correspondence only, not as a place of business or for receiving goods.
10. Confidentiality and data protection
We keep your information confidential and use it only for your engagement, except where the law requires disclosure or you agree. Each of us complies with the PDPA. Where we process personal data on your behalf, such as employees' data for payroll, we act on your instructions and protect it as our privacy policy describes.
11. Records when you leave
Your company's statutory registers, minutes and filed documents belong to your company. When an engagement ends, we hand them over within 14 days, whether or not a fee is in dispute. We may keep our own working papers until our fees are paid, and we keep copies the law requires us to keep.
12. Liability
- If a late filing penalty or interest arises solely from our error, we pay it.
- We are not responsible for penalties or losses caused by information that was late, inaccurate or incomplete, or by approvals not given in time.
- We are not liable for indirect or consequential loss, such as loss of profit or opportunity.
- Our total liability for any claim is limited to the fees you paid us for the service concerned in the 12 months before the claim arose.
- Nothing limits liability that the law does not allow us to limit, such as liability for fraud.
13. Ending an engagement
- Either of us may end an engagement with 30 days' written notice, subject to any commitment period in section 7.
- We may end it immediately if fees remain unpaid after written notice, if checks cannot be completed, or if continuing would breach the law or expose us to serious legal or compliance risk.
- On ending, we complete or hand over work in progress as agreed, and file any resignations needed.
14. Complaints
If something goes wrong, tell us at contactus@northwiseasia.com. We acknowledge within two working days, and a senior person responds in full within 14 days.
15. General
- We are not liable for delays caused by events outside our reasonable control, including government system outages.
- We may update these terms with at least 30 days' written notice to clients. The terms in force at renewal apply to the renewed period.
- Neither of us may transfer the engagement without the other's agreement, except that we may transfer it to a successor business on the same terms.
- Only you and Northwise may enforce these terms.
- Singapore law governs these terms. If a dispute is not resolved by discussion within 30 days, either of us may refer it to mediation at the Singapore Mediation Centre, and failing that to the Singapore courts.
Version 1.0, 1 November 2026: first published.