January 2015
DATED THIS DAY OF 20
BETWEEN
HERITAGE FIDUCIARY SERVICES PTE LTD
AND
______________________________________________
(Principal)
IN RELATION TO
________________________________________________
(Company)
SERVICES AGREEMENT
January 2015 2/8
SERVICES AGREEMENT
THIS AGREEMENT is made on
between
Heritage Fiduciary Services Pte Ltd of 50 Raffles Place #15-05/06, Singapore Land Tower, Singapore 048623 (“Heritage”)
and
_________________________________________ of _____________________________________________________
_________________________________________________________________________________________ (“Principal”)
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement, unless the context otherwise requires, the following words or expressions shall have the following
meanings:
(a) “Appointees” means any individual(s) and/or company (ies) and their alternates, attorneys, authorised
representatives, replacements or substitutes who or which are appointed to perform the Services.
(b) “Company” means _____________________________________________________________________
(c) “Activation and Due Diligence Form” means Heritage’s standard form containing information pursuant to its
due diligence on Principal and/or the Company, as set out in Schedule 1 hereto.
(d) “Fees” means any fee or fees corresponding to the Services as listed in the Fee Schedule.
(e) “Fee Schedule” means Heritage’s fee schedule for its services as set out in the Fee Schedule which may
be amended by Heritage from time to time.
(f) “Invoices” means any invoice or invoices issued by Heritage pertaining to the Services.
(g) “Services” means any service or services provided or to be provided by Heritage to the Company as
indicated in the Fee Schedule but shall exclude any advice on legal, tax, accounting, investment, banking,
or financial matters.
1.2 Where the term “Principal” comprises more than one person, the obligations and liabilities of such persons hereunder
shall be joint and several.
1.3 Words importing the singular include the plural and vice versa, words importing any gender include every gender,
words importing persons include bodies corporate and unincorporated;
2. APPOINTMENT
2.1 Principal hereby appoints Heritage to provide the Services to the Company. Principal agrees that Heritage plays
no part in the business, operation and administration of the Company other than providing the Services and/or as
expressly stated in this Agreement.
2.2 As part of its provision of the Services, Heritage may, at its sole discretion and at any time, arrange for the
appointment, resignation or replacement of Appointees.
2.3 Principal shall procure the Company to execute all such documents and do all such things as required by Heritage to
give effect to any of the Services and the appointment, resignation or replacement of Appointees.
January 2015 3/8
FEE SCHEDULE
Please tick the required services from HFS
Services Amount (USD)
Director
Corporate Individual
Shareholder
Corporate Individual
Secretary
Corporate Individual
Bank Signatory
Registered Office Address - SIN / HK*
Correspondence Address / Hold Mail – SIN / HK *
Redirection of Mail Service
Incorporation of Company in ____________________
Security Deposit (if applicable)
Others : (a) Certificate of Incumbency
(b) Opening of Bank A/C
(c) Certificate of Goodstanding
(d) Compliance
(e)
(f)
(g)
(h)
(i)
For Singapore Companies
*Heritage shall receive an advance payment of US$7,000.00 as security deposit for director services in relation to a Singapore
incorporated company. The security deposit shall be used for the purposes of defraying all legal and statutory non-compliance
costs incurred by the Company and/or by the Principal, and Heritage shall refund the balance not expended upon termination of
the Company.
The Principal hereby agrees that upon the appointment of the director of the Singapore incorporated company, Heritage shall
hold two shares in the Company on trust and the same shall be held in persons appointed by Heritage and the Principal agrees
to provide an indemnity to the director before the appointment.
January 2015 4/8
2.4 Principal hereby acknowledges and fully understands that Heritage does not provide any advice or have any
expertise on matters outside the Services including tax, accounting, financial, investment, banking and legal matters.
Principal hereby confirms and undertakes to Heritage that it has not, and will not, rely on any advice given by Heritage
or any of its directors, employees, agents, consultants or the Appointees on tax, accounting, financial, investment,
banking or legal matters and will seek the advice of relevant experts on such matters. Principal confirms and
undertakes to Heritage that it has obtained independent legal, investment, banking and tax advice in connection with
the business and operations of the Company, Principal hereby agrees that in no event shall Heritage or any of its
directors, employees, agents, consultants or the Appointees be liable to Principal or the Company in any way for any
charges, costs (including but not limited to legal cost), expenses, outgoings, claims, liabilities, damages, actions, suits,
proceedings, demands and obligations which Principal or the Company may incur or suffer arising out of or in relation
to tax, accounting, financial, investment, banking or legal matters. Principal hereby agrees that it will fully indemnify,
and keep indemnified, Heritage and its directors, employees, agents, consultants and the Appointees (collectively
referred to as “the Indemnified Persons”) from and against any claims, actions, proceedings, charges, costs (including
but not limited to legal cost), expenses, outgoings, liabilities, damages, demands and obligations which may be
brought by the Company against the Indemnified Persons arising out of or in connection with any tax, accounting,
financial, investment, banking or legal matters.
2.5 Principal hereby acknowledges that Heritage and its directors, employees, agents, consultants or the Appointees may
decline to take any action in relation to the Company where they have not received a written instruction from the
Principal for the taking of such action. Principal hereby agrees that in no event shall Heritage or any of its directors,
employees, agents, consultants or the Appointees be liable to Principal or the Company in any way for any charges,
costs (including but not limited to legal cost), expenses, outgoings, claims, liabilities, damages, actions, suits,
proceedings, demands and obligations which Principal or the Company may incur or suffer arising out of or in relation
to any inaction on the part of Heritage or its directors, employees, agents, consultants or the Appointees where there
has not been a written instruction issued by the Principal for the taking of such action.
2.6 In the event that Heritage or any of its directors, employees, agents, consultants or the Appointees is requested by
the Principal to execute any document or perform any act, Heritage or any of its directors, employees, agents,
consultants or the Appointees may, but are not be obliged to, seek legal or other professional advice in connection
with such document or action at the cost of the Principal and shall be entitled to require such indemnity, security or
specific authorisation and assurance from Principal and such other persons or company as may reasonably be
deemed necessary by Heritage or any of its directors, employees, agents, consultants or the Appointees prior to
executing such document or performing such act.
2.7 Nothing in this Agreement shall be deemed to require Heritage or any of its directors, employees, agents, consultants
or the Appointees to actively seek the written instructions of the Principal on any matter.
2.8 Nothing in this Agreement shall impose any obligation on Heritage or any of its directors, nominee directors,
employees, agents, consultants or the Appointees to act in accordance with the written instructions of the Principal if in
the reasonable opinion of Heritage or its directors, employees, agents, consultants or the Appointees, such act or
omission as instructed by the Principal is illegal, or may subject Heritage or its directors, employees, agents,
consultants or the Appointees to civil, criminal or other form of liability under the laws of any country or is otherwise
improper or detrimental to the interests or the reputation of Heritage or its directors, employees, agents, consultants or
the Appointees.
3. FEES
3.1 In consideration of Heritage providing the Services, Principal shall pay or procure the Company to pay the Fees
forthwith upon receipt of the Invoices.
3.2 Principal hereby authorises and, where necessary, shall procure the Company to authorise (i) Heritage to effect
payment of the Invoices from any funds, bank accounts or other assets held by or for and on behalf of the
Company or Principal and (ii) Heritage and any of the Appointees to execute any and all documents and give such
instructions as may be necessary to effect such payment. In the event when authorization cannot be obtained
from the Principal and/or from the Company, Heritage reserves the right to effect payment of all outstanding
invoices by setting off from any funds, deposits, assets and bank accounts held for and on behalf of the Company
or Principal.
January 2015 5/8
3.3 Principal shall always remain primarily liable to Heritage for the payment of all Invoices and all legal costs
pertaining to securing payment.
3.4 All sums payable under the Invoices shall be paid free of any restriction or condition and without any deduction or
withholding on account of any tax or other amount, whether by way of set-off, counterclaim or otherwise (except to
the extent required by law).
3.5 All payments pu