Terms of Service

1. Agreement to these terms

These terms form a binding agreement between you and JTR HOLDINGS PTE. LTD. They apply from the moment you first use the website or send an enquiry, and they continue to apply for as long as you use the site or engage the desk.

Where a client has signed a separate engagement letter with the Company, the engagement letter and these terms are read together. If the two documents conflict, the engagement letter prevails on the specific point of conflict and these terms govern everything else.

If you are accepting these terms on behalf of a company, you confirm that you have authority to bind that company. If you do not have that authority, please do not accept the terms on its behalf.

No variation of these terms is effective unless it is agreed in writing by a member of the hold desk and confirmed by email from the office address.

2. Definitions

In these terms, the following expressions have the meanings set out below.

• The Company means JTR HOLDINGS PTE. LTD., 15 MOHAMED SULTAN ROAD, #02-01, 238964, Singapore (SG).
• The desk means the administrative team that operates the service from the office.
• The service means the six administrative services described on the services page and in any engagement letter.
• Client means the company or other entity that engages the desk for the service.
• Register means the record of holdings kept by the desk for a client.
• Term sheet means an agreement, schedule or side letter that governs a holding or a related arrangement.
• Working day means a day other than a Saturday, a Sunday or a public holiday in Singapore.
• Website means the pages served at jtrholdings.buzz and any subdomain of that address.

A reference to writing includes email and a signed electronic document. A reference to a notice includes a message sent to the main contact address recorded for the client.

3. Scope of the service

The desk provides administrative support to a holding company and to the people who govern it. The six services are asset register stewardship, term sheet review, custodian liaison, dividend timetable administration, board paper preparation and compliance filings.

Each service is documentary in nature. The desk keeps records, reconciles documents, drafts review sheets, lays out timetables, assembles papers and prepares filings. It does not hold client assets, does not sign on behalf of a client, and does not exercise any discretion over a client investment.

The scope of a specific engagement is set out in the engagement letter. Work outside that scope is not included and may be quoted separately. The desk will not begin out of scope work without written agreement.

The desk may decline an engagement where a conflict of interest exists, where the request falls outside the service, or where the desk does not have the capacity to deliver to its standard. A decline is communicated in writing with a short reason.

4. Not legal or investment advice

Nothing on this website and nothing in the service constitutes legal advice, tax advice, investment advice or a recommendation to buy, hold or sell any instrument. The desk is an administrative function and does not hold a licence to provide financial advice.

A term review records what a document says and flags a question. It does not decide how a clause should be read in law. Where a question needs a legal opinion, the desk will say so and the client should instruct an appropriately qualified adviser.

A register is a record of holdings as they appear in source documents. It is not a valuation, an assurance about title and not a statement that a holding is suitable for any purpose.

The client remains responsible for every decision taken on the basis of a paper prepared by the desk. The desk prepares the record so that the decision can be taken with the evidence in front of it.

5. Permitted use of the website

You may read, print and share the pages of this website for your own lawful purposes. You may not use the site in a way that interferes with its operation or with the use of another visitor.

In particular you may not attempt to gain unauthorised access to the server, introduce malicious code, probe the site for vulnerabilities without written permission, scrape the content at a volume that burdens the service, or use the site to send unsolicited commercial messages.

The content of the site is provided for information. It may be updated, corrected or removed without notice. The desk does not warrant that every page is free of typographical error, and a client should rely on the signed engagement documents rather than on a general page.

Where the site offers a contact form, you agree to use it only for a genuine enquiry connected to the service. Sending abusive, misleading or unlawful content is a breach of these terms.

6. Enquiries and quotations

An enquiry sent through the contact form, by email or by telephone does not create a contract. It begins a conversation, and the desk will respond with a short note describing the next step.

Where the enquiry is a good fit, the desk will offer an intake meeting and, after that meeting, a written quotation. The quotation sets out the scope, the review cycle, the documents required from the client and the fees.

A quotation remains open for thirty days unless it says otherwise. The desk may withdraw a quotation before acceptance if the facts change materially, and will explain the reason in writing.

No fee is charged for an initial conversation. Work that requires a document review before a quotation can be given will be quoted separately and agreed in advance.

7. Engagement and onboarding

An engagement begins when the client accepts a quotation in writing and the Company confirms acceptance by email. At that point the engagement letter and these terms take effect.

Onboarding consists of an intake meeting, a baseline reconcile and a short written plan. The plan records the entities in scope, the registers to be maintained, the custodians to be contacted and the dates of the first review cycle.

The client must nominate a main contact and, where the register includes more than one entity, a contact for each entity. The desk routes requests through the main contact unless the client directs otherwise in writing.

The desk may ask for evidence of the authority of a signatory before it accepts an instruction. This is a routine control and not a comment on the client.

8. Client responsibilities

The service depends on receiving complete and accurate source documents. The client agrees to provide the register, the signed term sheets, the custodian statements and the contact details that the desk needs to do the work.

The client agrees to notify the desk promptly of any change that affects a record, including a change of custodian, a change of director, a variation of a term or a decision to renew or not to renew an agreement.

The client agrees to review the papers that the desk prepares and to raise any error before a document is signed or lodged. The desk checks its own work, but the client holds the final responsibility for the accuracy of a filing.

The client agrees to keep its own records of the instructions it gives to the desk. Where an instruction is given by telephone, the desk will confirm it by email, and the client should reply to confirm that the record is correct.

9. Records and document handling

The desk keeps the register and the review sheets in a controlled environment. Paper records are held in a locked cabinet at the office, and electronic records are held in a separate storage area from the public website.

Source documents that the client sends to the desk remain the property of the client. The desk holds them for the purpose of the engagement and returns or destroys them on closure, according to the client written instruction.

The desk keeps a copy of a signed document for its own audit trail for the retention period described in the privacy policy. Where a client requires the immediate destruction of a copy, the desk will confirm what has been deleted and note any record that must lawfully be retained.

The desk does not accept original title documents or bearer instruments. If a document of that kind needs to be dealt with, the desk will advise the client to use a custodian or an appropriate safekeeping facility.

10. Fees and payment

Fees are set out in the quotation and the engagement letter. They may be expressed as a quarterly retainer, a fixed fee for a defined piece of work, or a combination of the two.

Invoices are issued monthly or quarterly as stated in the engagement letter and are payable within thirty days of the invoice date. Amounts are stated in Singapore dollars unless the engagement letter says otherwise.

Fees are exclusive of any goods and services tax that applies. Where tax applies, it is shown separately on the invoice.

The desk may charge for reasonable out of pocket expenses, such as courier charges or filing fees, provided that the expense is agreed in advance or is identified on the invoice with the supporting receipt.

Late payment may attract interest at one percent per month on the outstanding balance. Where an invoice remains unpaid for more than sixty days, the desk may suspend work after giving written notice.

11. Timelines and dependencies

The desk works to the dates in the review calendar. A date is achievable only if the source documents arrive in time. The desk will tell the client at the start of a cycle what it needs and by when.

Where a document arrives late, the desk will do what it can to keep the cycle on track and will record the delay in the matter file. If a regulatory date is at risk, the desk will say so immediately and in writing.

A date given for a review, a board pack or a filing is a target date unless the engagement letter describes it as a firm commitment. The desk does not guarantee a regulatory outcome and does not control the speed of a custodian or a regulator.

The desk is not responsible for a delay caused by a third party, provided that it has chased the third party on the documented escalation path and kept the client informed.

12. Confidentiality

Each party agrees to keep the confidential information of the other party in confidence and to use it only for the purpose of the engagement.

Confidential information includes the register, the term sheets, the board papers, the custodian correspondence and the commercial terms of the engagement. It does not include information that is already public, that the recipient already held lawfully, or that the recipient is required to disclose by law.

The desk may disclose confidential information to a custodian or an adviser where the engagement requires it, and to a service provider that is bound by a written confidentiality obligation. It will notify the client of a disclosure where it is permitted to do so.

The confidentiality obligation continues for five years after the engagement ends, and indefinitely in respect of any trade secret or any record that a client has asked the desk to treat as permanently confidential.

13. Intellectual property

The design, text, code and layout of this website belong to the Company and to the developer JTR Holdings. You may not copy, adapt or republish a substantial part of the site without written permission.

The register, the review sheets and the board packs that the desk prepares for a client are produced for that client and may be used by the client for its own governance purposes. The underlying methods and templates remain the property of the Company.

A third party document that a client sends to the desk remains the property of its owner. The desk does not claim any right in it and uses it only as described in these terms.

The names, logos and marks of a client remain the property of the client. The desk does not use a client name in a public reference without written consent.

14. Third party services

The service relies on third parties for hosting, email and document storage. The desk selects those providers with care, but it does not control their systems and cannot guarantee uninterrupted availability.

Where the site links to a third party page, the link is provided for convenience. The Company does not endorse the content of that page and is not responsible for the way the third party handles personal data or commercial terms.

A custodian or an administrator acts under its own terms. The desk can progress a query, but it cannot compel a custodian to act within a particular time or to a particular outcome.

If a third party service fails, the desk will use reasonable efforts to restore the affected record from its own copies and will tell the client what has been affected.

15. Limits of liability

Nothing in these terms excludes or limits liability for fraud, for wilful misconduct, or for any liability that cannot lawfully be excluded.

Subject to that, the Company is not liable for any indirect or consequential loss, for loss of profit, for loss of business opportunity, or for loss arising from a decision that a client takes on the basis of a document that the desk prepared.

The total liability of the Company under an engagement is limited to the total fees paid by the client for the twelve months before the event that gave rise to the claim, or to the amount recoverable under the professional indemnity policy maintained by the Company, whichever is greater.

The desk is not liable for a failure caused by a document that was inaccurate when it was received, or by an instruction that the client gave and later disputed, provided that the desk kept a record of the instruction.

A claim must be notified in writing within twelve months of the date on which the claimant knew or ought reasonably to have known of the facts giving rise to it. This period does not shorten any statutory limitation period that cannot lawfully be shortened.

16. Indemnity

The client agrees to indemnify the Company against any loss, claim or expense that arises from a breach by the client of these terms, from a document that the client supplied in inaccurate form, or from an instruction that the client gave without the authority to give it.

The indemnity does not apply to the extent that the loss was caused by the negligence or wilful misconduct of the Company or the desk.

A party that becomes aware of a claim must notify the other party promptly and must not settle the claim in a way that prejudices the other party without written consent.

17. Suspension and termination

Either party may end an engagement by giving thirty days written notice. A shorter notice period may be agreed where a cycle is complete and no work is in progress.

The desk may suspend work immediately where an invoice is more than sixty days overdue, where a client instruction appears unlawful, or where continuing would place the desk in breach of a legal obligation. A suspension is communicated in writing with the reason.

On termination, the desk will complete any work that has been paid for and is capable of completion, return the client source documents and issue a closing note describing what was returned, what was retained and why.

The clauses on confidentiality, intellectual property, liability, indemnity, governing law and general terms survive the end of an engagement.

18. Personal data

The desk collects and uses personal data as described in the privacy policy published on this site. The privacy policy forms part of these terms and should be read together with them.

The client agrees to provide any privacy notice or consent that is required before it sends the personal data of a third party to the desk. The client remains responsible for its own compliance with the data protection law that applies to it.

The desk handles the personal data of a third party only for the purpose of the engagement and applies the safeguards described in the privacy policy.

19. Events outside our control

The desk is not liable for a delay or a failure caused by an event outside its reasonable control. Examples include a power failure, a network outage, a natural disaster, an epidemic, a civil disturbance, a change in law and a failure of a public registry.

Where such an event occurs, the desk will notify the client as soon as it can, will take reasonable steps to reduce the impact and will resume work as soon as the event has passed.

If the event continues for more than sixty days, either party may end the engagement by written notice without further liability, other than for fees already due for work completed.

20. Governing law and disputes

These terms are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore, subject to any right to refer a matter to mediation or arbitration that the parties may agree.

Before starting a formal proceeding, the parties will try in good faith to resolve the dispute through a meeting between a director of the Company and an authorised representative of the client, held within twenty working days of a written notice of dispute.

If the meeting does not resolve the matter, the parties may refer it to mediation at a recognised centre in Singapore. The costs of mediation are shared equally unless the mediator directs otherwise.

Nothing in this clause prevents a party from seeking urgent relief from a court where that relief is necessary to protect a legal right.

21. General terms

These terms, the engagement letter and the privacy policy form the entire agreement between the parties on their subject matter. They replace any earlier discussion or draft on the same subject.

If a clause is found to be invalid or unenforceable, the rest of the terms continue in force and the invalid clause is read down to the minimum extent needed to make it enforceable.

A failure to enforce a right on one occasion is not a waiver of that right on a later occasion. A waiver is effective only if it is given in writing.

Neither party may assign an engagement without the written consent of the other party, except to a successor entity as part of a reorganisation, provided that the successor accepts these terms.

A notice is effective when it is sent to the main contact address recorded for the client, or to office@jtrholdings.buzz for the Company. A notice sent after 17:00 Singapore time is treated as received on the next working day.

No third party has a right to enforce a term of this agreement, except the developer JTR Holdings in respect of the intellectual property and website use clauses.

22. Changes to these terms

The desk may update these terms to reflect a change in the service, in the law or in the way the desk operates. The date at the foot of the page shows when the current version took effect.

Where a change is material, the desk will publish a short summary at the top of this page and will notify current clients at the main contact address at least fourteen days before the change takes effect.

A change does not affect an engagement that is already in progress, to the extent that the change would be to the disadvantage of the client. In that case, the version that was in force when the engagement began continues to govern that engagement.

A previous version of these terms can be requested from the desk. An archive of prior versions is kept for six years.

23. How to reach us

Questions about these terms may be sent to office@jtrholdings.buzz or raised by telephone on +12344463752 during office hours, Monday to Friday from 09:00 to 18:00 Singapore time.

Written correspondence may be addressed to JTR HOLDINGS PTE. LTD., 15 MOHAMED SULTAN ROAD, #02-01, 238964, Singapore (SG). Please mark the envelope for the attention of the hold desk.

These terms were last reviewed by the office on the date shown below. Thank you for reading them in full.