Terms of Service

I Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between Clientbase Pte. Ltd. ("ClientBase", "we", "us", or "our"), UEN 202227905M, registered at 72 Circular Rd, #03-01, Singapore 049426, and the entity or individual accessing or using the ClientBase platform ("User", "you", or "your").

By registering for, accessing, or using ClientBase, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

II Definitions

• "Platform" means the ClientBase software application, including all features, modules, APIs, and related services made available by ClientBase.
• "Subscription" means access to the Platform under a paid or free plan as described in the Subscriptions section.
• "User Data" means all data, records, files, and information submitted to or processed through the Platform by or on behalf of the User, including entity records, director particulars, shareholder registers, and secretarial documents.
• "Authorised User" means any individual granted access to the Platform by the User.
• "AI Insights" means ClientBase's built-in artificial intelligence feature that processes User Data natively within the Platform.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

III Access and Accounts

3.1 Account Registration

To access the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify ClientBase immediately at [email protected] if you suspect any unauthorised access.

3.3 Authorised Users

The User is responsible for all Authorised Users and their compliance with these Terms. The User must ensure that Authorised Users do not share login credentials and must promptly revoke access for any user who no longer requires it.

3.4 Free Plan

ClientBase offers a Free plan subject to the usage limits set out in the Subscriptions section. ClientBase reserves the right to modify or discontinue the Free plan at any time with reasonable notice.

IV Subscriptions and Payment

4.1 Plans

ClientBase offers the following Subscription plans: Free, Growth (SGD 19 per user per month), and Enterprise 499 (SGD 499 per month). Plan features, user limits, storage allocations, and pricing are as published on the ClientBase website and may be updated from time to time.

4.2 Billing

Paid Subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are in Singapore Dollars (SGD) and are exclusive of applicable taxes including GST.

4.3 Payment

Payment is processed via Stripe or such other payment provider as ClientBase may designate. By providing payment details, you authorise ClientBase to charge the applicable fees to your designated payment method.

4.4 Add-ons

Additional storage and other add-ons are available at the rates published on the ClientBase website. Add-on fees are billed on the same cycle as the applicable Subscription.

4.5 Non-Refundable

All fees paid are non-refundable except as required by applicable law or as expressly stated in these Terms. This includes fees for partial months and unused capacity.

4.6 Downgrade for Non-Payment

If any payment is overdue, ClientBase may downgrade the User's account to the Free plan after providing seven (7) days written notice. The User's data will be retained and access to the Platform will continue under Free plan limits. Features and data that exceed Free plan limits will be preserved but inaccessible until the Subscription is reinstated. ClientBase will restore the paid Subscription promptly upon receipt of all outstanding amounts.

4.7 Price Changes

ClientBase may revise Subscription pricing at any time. For existing paid Subscriptions, revised pricing will take effect at the next renewal period, with no less than thirty (30) days prior notice.

V Acceptable Use

5.1 Permitted Use

The Platform may be used solely for your internal business operations in connection with corporate secretarial, compliance, and related professional services.

5.2 Prohibited Use

You must not:

• use the Platform for any unlawful purpose or in violation of any applicable law or regulation, including the Personal Data Protection Act 2012 (Singapore) and anti-money laundering legislation;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• resell, sublicense, or otherwise make the Platform available to third parties without ClientBase's prior written consent;
• use the Platform to process data on behalf of clients of your clients without ClientBase's written consent;
• upload or transmit any content that is unlawful, harmful, defamatory, or that infringes third-party intellectual property rights;
• use automated scraping, bots, or scripts to extract data from the Platform without ClientBase's prior written consent;
• attempt to gain unauthorised access to any system, network, or data connected to the Platform;
• interfere with or disrupt the integrity, security, or performance of the Platform.

VI User Data

6.1 Ownership

As between the parties, the User retains all ownership and intellectual property rights in and to User Data. ClientBase claims no ownership over User Data.

6.2 Licence to ClientBase

The User grants ClientBase a limited, non-exclusive, worldwide licence to store, process, transmit, and display User Data solely as necessary to provide the Platform and as permitted by these Terms.

6.3 Data Responsibility

The User is solely responsible for the accuracy, legality, and quality of User Data. The User warrants that it has all necessary rights and consents to upload User Data to the Platform, including under the PDPA and any applicable professional confidentiality obligations.

6.4 Data Processing

ClientBase processes User Data in accordance with its Privacy Policy and applicable data protection laws. ClientBase will implement reasonable technical and organisational measures to protect User Data against unauthorised access, disclosure, or loss.

6.5 Data Location

User Data is stored on infrastructure hosted within Singapore. Any cross-border transfer of User Data will be subject to adequate safeguards in compliance with the PDPA.

6.6 Retention and Deletion

Upon termination of a Subscription, ClientBase will retain User Data for a period of sixty (60) days, during which the User may request an export. After this period, ClientBase will securely delete User Data unless otherwise required by law.

6.7 Aggregated Data

ClientBase may collect and use aggregated and anonymised data derived from use of the Platform for product improvement, research, and analytics purposes, provided such data does not identify any individual or the User.

VII AI Insights

7.1 Scope

AI Insights is an artificial intelligence capability built natively into the Platform. It enables Authorised Users to generate secretarial documents, surface compliance gaps, produce practice reports, and query User Data through a natural language interface.

7.2 Data Sovereignty

AI Insights operates exclusively within the ClientBase environment. User Data processed by AI Insights — including director particulars, shareholder registers, beneficial ownership records, and entity filings — is not transmitted to any external artificial intelligence service or third-party API. All AI processing occurs within the Platform's infrastructure.

7.3 User Responsibility for AI Outputs

AI Insights outputs are generated based on User Data available in the Platform and are provided as drafts and suggestions only. The User is solely responsible for reviewing, verifying, and approving all AI-generated content before relying on it or submitting it to ACRA, clients, or any third party. ClientBase does not warrant the accuracy, completeness, or legal sufficiency of AI Insights outputs.

7.4 Professional Judgement

AI Insights is a productivity tool and does not constitute legal, compliance, or professional advice. It does not replace the professional judgement of a qualified company secretary. The User must ensure that all secretarial work completed using AI Insights meets applicable legal and professional standards.

7.5 Availability

AI Insights is available on Growth and Enterprise 499 plans. ClientBase reserves the right to modify, suspend, or discontinue AI Insights features with reasonable notice.

VIII Intellectual Property

8.1 ClientBase IP

All intellectual property rights in the Platform, including its software, design, trademarks, documentation, and AI models, are owned by or licensed to ClientBase. Nothing in these Terms transfers any intellectual property rights to the User.

8.2 Licence to User

Subject to payment of applicable fees and compliance with these Terms, ClientBase grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription term for internal business purposes only.

8.3 Feedback

If the User provides feedback, suggestions, or ideas regarding the Platform, ClientBase may use such feedback freely without restriction, attribution, or compensation.

8.4 Marketing and Logo Use

The User grants ClientBase a non-exclusive, royalty-free, worldwide licence to use the User's company name and logo solely for the purpose of identifying the User as a user of the Platform in marketing materials, website content, case studies, and promotional communications. ClientBase will use the User's marks in accordance with any brand guidelines provided. The User may revoke this licence at any time by providing written notice to ClientBase, and ClientBase will remove the User's marks from future materials within a reasonable period.

IX Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without the disclosing party's prior written consent, except to employees or contractors who need to know such information and who are bound by confidentiality obligations no less stringent than those in these Terms.

This obligation does not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

X Warranties and Disclaimer

10.1 ClientBase Warranties

ClientBase warrants that: (a) it has the right to grant the licences set out in these Terms; (b) the Platform will perform materially in accordance with its published documentation under normal use; and (c) it will implement reasonable security measures to protect User Data.

10.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. CLIENTBASE DOES NOT WARRANT THAT THE PLATFORM WILL MEET ALL OF THE USER'S REQUIREMENTS OR THAT IT WILL PRODUCE ANY PARTICULAR COMPLIANCE OUTCOME.

10.3 User Warranties

The User warrants that: (a) it has the authority to enter into these Terms; (b) it will use the Platform in compliance with all applicable laws and regulations; and (c) it holds all necessary rights and consents in respect of User Data uploaded to the Platform.

XI Limitation of Liability

11.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

CLIENTBASE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE PLAN USERS, CLIENTBASE'S TOTAL LIABILITY SHALL NOT EXCEED SGD 500.

11.3 Exclusions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

XII Indemnification

The User agrees to indemnify, defend, and hold harmless ClientBase and its directors, officers, employees, and contractors from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) the User's use of the Platform in breach of these Terms; (b) User Data, including any claim that User Data infringes any third-party intellectual property right or violates the PDPA or any other applicable data protection law; or (c) the User's violation of any applicable law or regulation.

XIII Term and Termination

13.1 Term

These Terms commence on the date the User first accesses the Platform and continue until the Subscription is terminated in accordance with this section.

13.2 Termination by User

The User may terminate a paid Subscription at any time by providing notice through the Platform or by contacting [email protected]. Termination takes effect at the end of the then-current billing period. No refunds will be issued for the remaining portion of the billing period.

13.3 Termination by ClientBase

ClientBase may terminate or suspend access to the Platform: (a) immediately on written notice if the User breaches these Terms and fails to remedy the breach within seven (7) days of notice; (b) immediately if the User engages in fraudulent, abusive, or illegal conduct; or (c) on thirty (30) days written notice for any reason other than those set out in (a) and (b) above.

13.4 Effect of Termination

Upon termination: (a) all licences granted to the User cease immediately; (b) the User must cease use of the Platform and delete any ClientBase materials in its possession; and (c) User Data will be handled in accordance with Section 6.6.

13.5 Survival

Sections 6 (User Data), 8 (Intellectual Property), 9 (Confidentiality), 10.2 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 15 (General) survive termination.

XIV Changes to Terms and Platform

14.1 Changes to Terms

ClientBase may amend these Terms from time to time. For material changes, ClientBase will provide no less than thirty (30) days prior notice by email or through the Platform. Continued use of the Platform after the effective date of any change constitutes acceptance of the updated Terms.

14.2 Changes to Platform

ClientBase may modify, update, or discontinue features of the Platform at any time. ClientBase will use reasonable efforts to provide advance notice of material feature removals that affect paid Subscriptions.

XV General

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Singapore, without reference to its conflict of law provisions.

15.2 Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved within thirty (30) days, either party may refer the matter to arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules, with the seat of arbitration being Singapore and proceedings conducted in English.

15.3 Entire Agreement

These Terms, together with the Privacy Policy and any Subscription order, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings.

15.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

15.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.6 Assignment

The User may not assign or transfer any rights or obligations under these Terms without ClientBase's prior written consent. ClientBase may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, or internet disruptions, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

15.8 Notices

Notices to ClientBase must be sent to [email protected] or to the registered address below. Notices to the User will be sent to the email address associated with the User's account.