Please read these Service Terms carefully before using the Dashpanel or any Otonomos Services. By using the Dashpanel or any Otonomos Services, you agree that you are bound by these Service Terms. In these Service Terms, “you” or “User” mean:
1.1.1. your company identified in your account opening form that is a company:
(i) which will or has been incorporated using the Dashpanel; or
(ii) the corporate governance arrangements of which are or will be administered on the Dashpanel (an “Otonomos Company”);
1.1.2. your company identified in your account opening form that otherwise uses the Otonomos Services, for example, as a corporate shareholder in an Otonomos Company; and
1.1.3. you, acting in your individual capacity as someone who uses the Otonomos Services, for example, as a director or individual shareholder of an Otonomos Company or a company referred to in clause 1.1.2.
2.1. By purchasing and using any Otonomos Services, User agrees to engage us to provide company secretarial services for User. These services may include the following:
2.1.1. company incorporation (if applicable);
2.1.2. provision of a virtual boardroom to convene board or shareholder meetings online;
2.1.3. maintenance of statutory registers on our company secretarial database in accordance with applicable statutory requirements;
2.1.4. provision of a registered office address;
2.1.5. management and payment of regulatory filing and compliance requirements;
2.1.6. changes to the officers of the Otonomos Company and other details of the Otonomos Company;
2.1.7. preparation of all relevant resolutions necessary for the day-today governance of the Otonomos Company; and
2.1.8. filing all changes as they relate to the Otonomos Company, including a change to its directors, registered office, shareholders or other details, with the local government registration agents if and when such changes are required under applicable laws.
2.2. By appointing Otonomos as User’s company secretarial service provider, we shall carry out, or appoint one of our employees to carryout, the duties of a company secretary in accordance with applicable laws.
2.3. Subject to clause 2.6, Otonomos shall only provide the company secretarial services as requested by User from time to time orally, inwriting or any other manner in which Otonomos may accept. User agrees that Otonomos has no liability to User for any loss or damage arising out of or in relation to Otonomos carrying out the company secretarial services in accordance with User’s instructions.
2.4. User shall indemnify Otonomos (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Otonomos in the course of and pursuant to its duties and obligations in carrying out the company secretarial services in accordance with your instructions or these Service Terms.
2.5. Otonomos may require that, in order for the performance of theOtonomos Services (including the services of acting as nominee director or nominee shareholder for an Otonomos Company), User shall enter into any supplemental agreements or do any such things as required by Otonomos or applicable law in order for Otonomos to provide such Otonomos Services. Otonomos shall not be obliged to provide such Otonomos Services if User fails to enter into the supplemental agreements or do the things as required by Otonomos or applicable law.
2.6. If Otonomos in its opinion is obliged to meet any legal and other requirements or obligations with regard to User, User agrees that Otonomos is authorized to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, including taking professional advice at User’s cost.
2.7. At the request of Otonomos, User shall provide Otonomos with all documents and information as required by Otonomos in order for Otonomos to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason as Otonomos may consider necessary from time to time.
2.8. As part of the Otonomos Services, User shall be able to transfer its shares to other entities, such as existing shareholders, new investors or employees, through our peer-to-peer share transfer scheme.
2.9. It is User’s responsibility to keep User’s account information safe and secure and User shall be held liable for any transactions which take place through User’s account. Otonomos shall not be held liable for processing any share transfers as instructed by User or through User’s account, or for failing to process any share transfers as a result of any system problems or any other event or circumstance beyond our reasonable control.
Online Book building and Fundraising Capability
2.10. As part of the Otonomos Services, User is able to use the Dashpanel to build a book and raise funds for its business online. User acknowledges that Otonomos is not, and Otonomos does not hold ourselves out as being, licensed to provide any services that are regulated by the Monetary Authority of Singapore and Otonomos is merely providing a technical platform by way of the Dashpanel on which User is able to build a book and raise funds for their business.
2.11. Any information (including any documentation such as term sheets or legal documents) relating to book building and fundraising that may be shared between User and investors seeking to invest in the User is provided by User and the relevant investors. Otonomos has no control over and takes no responsibility for that information.
2.12. Communications between Otonomos and User shall not constitute or form part of any offer, recommendation, invitation or solicitation to purchase or subscribe for any shares or other investment product. Otonomos is not a financial or corporate advisor and shall not assess the suitability of investments detailed in the provision of this Otonomos Service. If User has doubts as to the suitability of an investment, User should seek advice from a suitably qualified professional advisor. By accepting User’s request for provision of the Otonomos Services, we should not be considered to have approved or recommended any investments offered by or to User.
Other Otonomos Services
2.13. As part of the Otonomos Services, User is able to access the Dashpanel and use the other functionality offered by the Dashpanel from time to time, including the ability to view its shareholdings or positions as an officeholder in Otonomos Companies and details of those Otonomos Companies.
2.14. As part of the Otonomos Services, User may engage Otonomos or its representative to act as nominee director or nominee shareholder, subject to the User entering into supplemental agreements or do the things as required by Otonomos or applicable law.
You represent and warrant that you have the legal right and full power and authority to execute and deliver and to exercise the rights and perform the obligations under these Service Terms on behalf of your company. In the case where the Otonomos Company has not been incorporated, you undertake that you shall do all that is necessary to effect your legal right and full power and authority to execute and deliver and to exercise the rights and perform the obligations under these Service Terms on behalf of the Otonomos Company.
4.1. We shall communicate with User in a variety of ways, such as by email, text, or by posting e-mail messages or communications on our website or through the other Otonomos Services. User consents to receive such communications from us.
4.2 User agrees that it is User’s responsibility and not ours to ensure that all agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
5.1. Other than content generated by User or other users of the Dashpanel, we or our licensors own copyright in the content of this Dashpanel. Except as specified in the clause 5.2, you may download and temporarily store one or more of the pages of this Dashpanel for the purposes of viewing them and you may print any page from this Dashpanel for use only by User and its employees, officers and agents.
5.2. Certain content of this Dashpanel is provided by Linklaters Singapore Pte Ltd. User agrees that its use of that content is subject to different terms which can be accessed here.
5.3. Any other storage, copying, transmission or distribution of the content of this Dashpanel is prohibited without our consent.
5.4. User owns the copyright in any content that User generates (for example, when User inputs details into share transfer forms, company incorporation forms and regulatory filing documentation, User shall own copyright (if any) in these details), but User grants us a nonexclusive, perpetual, irrevocable licence to use that content to provide to User the Otonomos Services.
The marks ‘Otonomos’ and its logo, ‘Blockchain Chartered Company’ and the suffix ‘BCC’ are trade marks of Otonomos and its affiliates, and nothing in these Service Terms gives User the right to use those trademarks without our prior written approval.
User is responsible for maintaining the confidentiality of User’s password and account, including the private key we issue to User, and any activities that occur using User’s account or are signed for with User’s private key. We shall not be liable to User or any entities for any loss or damage which may arise as a result of any failure by User to protect User’s password, private key or account.
We and User may use third party software and APIs when using the Dashpanel or the Otonomos Services. We do not guarantee there liability of such third party software or APIs. User agrees that we are not liable for any loss or damage arising out of the use of such third party software or APIs to access any information, the Dashpanel or Otonomos Services.
We use distributed ledger technology, in particular the Ethereum protocol, to provide the Otonomos Services. Ethereum is an opensource blockchain/distributed ledger technology that is developed and administered by the Ethereum Foundation. Whilst we endeavour to ensure that there is no disruption to the Otonomos Services arising from the use of the Ethereum protocol, we do not control the Ethereum network and therefore do not take responsibility for its availability and security. In the event that performance of the Otonomos Services is materially impacted by the use of Ethereum and which is caused solely due to an act or omission of Otonomos, the liability of Otonomos shall be limited to actual damages resulting from our gross negligence, fraud or willful misconduct and in no event shall Otonomos be liable for any indirect, consequential, special or other punitive damages.
User confirms that all information and details provided by User to us are true, accurate and up to date in all respects and at all times. User can update or correct any of its information or details at any time through its account on the Dashpanel.
11.1. User shall pay Otonomos in advance the fees set out in the Dashpanel or our website for the relevant Otonomos Services it has ordered (“Fees”) through a secure payment process incorporated into our Dashpanel or website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire.
11.2. If there are any fees for Otonomos Services that are not set out in the Dashpanel or our website, we shall issue an invoice to User for such Otonomos Services provided. User shall pay us the fees set out in the invoice for such Otonomos Services on receipt of the invoice issued by us. Upon request from User, Otonomos may issue an invoice for payment in either bitcoins or ether currency via a secure cryptocurrency payment processor prescribed by Otonomos. The quotes in either bitcoin or ether currency will only be valid for 24 hours.
11.3. User may subscribe to an annual or monthly package at any time for the Otonomos Services. User acknowledge and agrees that it may not downgrade its package from an annual package to a monthly package.
11.4. User acknowledges and agrees that completion of the online payment process referred to in clause 11.1 does not constitute our acceptance of User’s offer to purchase the Otonomos Services fromus. Our acceptance of User’s order shall take place only on commencement of the Otonomos Services that User ordered from us.We reserve the right to decline an order for Otonomos Services for any reason and we will refund any fees prepaid if we decline an order, provided that no Otonomos Services have been used by User. We shall only ever commence provision of the Otonomos Services if full payment for the Fees has been received by us in advance.
11.5. During the online payment process, User shall be required to enterits payment details, which are disclosed directly to an independent third party payments processor. We do not collect or store this information and we do not have access at any time to User’s payment details.
11.6. All payments are processed by an independent third party payment processor. We exclude all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third party payment processor shall apply.
12.1. We reserve the right to cancel the Otonomos Services in part or in whole at anytime and for any reason if User breaches any of the Service Terms. We shall not be liable to the User for any loss or damage incurred by the User due to our cancellation of the Otonomos Services.
12.2. If User chooses an annual package for which User is required to pay the Fees in advance on an annual basis for any Otonomos Services, User shall be entitled to a discount as set out in the Dashpanel or website, but the User may not cancel any or all of the Otonomos Services for which such Fees are prepaid, and any Deposit held will be repaid at the end of the period covered by the Fees paid.
12.3. If User chooses a monthly package for which User is required to pay the Fees for the Otonomos Services in advance on a monthly basis, the User may cancel the Otonomos Services at any time and the corresponding Fees for the period of unused Otonomos Services shall be refunded to the User, together with any Deposits held.
Use of Dashpanel
13.1. Any content of this Dashpanel that is provided by Otonomos or its partners or licensors is provided for general information only and we do not accept any responsibility for its use.
13.2. We exclude all liability which might arise from your use or reliance on the content of the Dashpanel, save to the extent such liability arises from our fraud or fraudulent misrepresentation or from any death or personal injury that arises due to our negligence.
13.3. User of the Dashpanel and the Otonomos Services are able to interact with certain information or content provided by us (including any share transfer forms, company incorporation forms and regulatory filing documentation) to create user-generated content. We shall not be liable for the accuracy, completeness or contents of any user generated content.
13.4. While we use reasonable efforts to ensure that this Dashpanel is free from viruses and other malicious or harmful content, we cannot guarantee that User’s use of this Dashpanel (including any content on it or any website accessible from it) shall not cause damage to User’s computer or other device. Except where required by applicable law, we shall not be liable to User for any loss or damage User suffers as a result of viruses or other malicious or harmful content that User accesses from or via the Dashpanel.
Use of Otonomos Services
13.5. While we shall use reasonable efforts to ensure that availability of the Otonomos Services shall be uninterrupted and that transmissions shall be error-free, this cannot be guaranteed. Also, User’s access to the Otonomos Services may also be occasionally suspended or limited to allow for repairs, maintenance, or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and use reasonable efforts to notify User in advance.
13.6. To the extent permitted by applicable law, we shall not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure),or (iii) any indirect or consequential losses.
13.7. To the extent permitted under applicable law, we shall not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
14.1. User represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using any Otonomos Services.
14.2. User shall indemnify Otonomos (and/or any of its affiliates)against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Otonomos arising from User’s breach of clause 14.1.
These terms may be varied from time to time by notice to User and, by continuing to use this Dashpanel or Otonomos Services, User agrees to be bound by the then current terms.
Only User and we shall be entitled to enforce these Service Terms. No third party shall be entitled to enforce any of these Service Terms, whether by virtue of the Contracts (Rights of Third Parties) Act (Cap53B) or otherwise.
These Service Terms and all issues regarding this Dashpanel and Otonomos Services are governed by Singapore law and shall be subject to the exclusive jurisdiction of Singapore courts.
Regarding orders for the United Kingdom
1.1 We may collect the following types of personal data:
1.1.2. residential and mailing address;
1.1.3. email address;
1.1.4. personal identification number (e.g. identity card number or passport number);
1.1.5. telephone contact number;
1.1.6. mother’s maiden name;
1.1.7. age or birth date;
1.1.8. bank account details including statements; and
1.1.9. professional or job title or occupation.
1.2 We collect personal data directly from you unless it is unreasonable or impracticable to do so. When collecting personal data, we may collect it in various ways including:
1.2.1. through your access and use of our website and/or dashboard;
1.2.2. through your company to which we provide corporate secretarial services;
1.2.3. when you complete an order on our dashboard; or
1.2.4. through emails, messaging applications or other file sharing means that you use to provide the personal data to us.
1.3. If you do not provide us with the personal data described above, we may not be able to provide the requested services to you or your company, either to the same standard as if you had provided the personal data or at all.
2.1. We collect, use and disclose your personal data for the following purposes to:
2.1.1. provide services to you or your company (including corporate secretarial services) and send communications as requested or consented to by you or your company;
2.1.2. provide access to you or your company to our dashboard;
2.1.3. provide you with access to certain areas of our website;
2.1.4. answer enquiries and provide information or advice on our services;
2.1.5. update our records and keep your contact details up to date;
2.1.6. process and respond to any complaints or enquiries made by you; and
2.1.7. comply with any law, rule, regulation, lawful and binding determination, decision or direction of a regulator, or to co-operate with any governmental authority.
3.1. We may disclose your personal data to:
3.1.1. our affiliates, contractors or third party services providers for the purposes set out in paragraph 2.1 and the purposes of:
(a) operating our website or business;
(b) fulfilling requests by you;
(c) processing and verification to enable us comply with our internal policies; and (d)otherwise providing our services to you or your company;
3.1.2. the relevant companies registry for the purpose of us providing corporate secretarial services;
3.1.3. law enforcement agencies or regulatory authorities where we are required to do so by law;
3.1.4. relevant parties where it is necessary for legal proceedings; or
3.1.5. any other organizations for any authorized purpose with your express consent.
3.2. We may disclose your personal data to our affiliates, contractors or third party service providers overseas for some of the purposes listed above.
3.3. We may store your personal data using a decentralized data storage technology. The use of this technology may result in your personal data being stored overseas. Where this happens, to ensure the security of your personal data, your transferred personal data will always be broken up into a number of small files (none of which will contain the entire personal data) with each file being encrypted and distributed across the decentralized network. The recipients of the encrypted files may not reside in countries that have data protection laws comparable to Singapore, however the technology is designed so that only you and we may access and use the personal data stored using it.
3.4. We monitor on an ongoing basis the level of protection offered by the technology and the encryption offered by the technology. You may withdraw your consent to this overseas transfer of your personal data at any time by contacting us at our contact details below.
5.1. You may access or correct any personal data we hold about you at any time by logging into your account or the account through which your personal data was provided.
5.2. Alternatively, you may contact us at the details below to request for access and correction of personal data that we hold. If you are entitled to access the personal data, we will try to provide you with suitable means of accessing it. We may charge you a fee to cover our administrative and other costs in providing the personal data to you. We do not charge for making any corrections to your personal data.
6.1. We take reasonable steps to ensure your personal data is protected from misuse or loss, and unauthorized access, modification or disclosure.
6.2. All email messages and instant messages (as provided by our website or dashboard) sent to and from us may be monitored to ensure compliance with internal policies and to protect our business.
7.1.1. identifying you during the login process to our site;
7.1.2. keeping track of any preferences specified in your account;
7.1.3. conducting research and diagnostics; and
7.1.4. helping to preventing fraudulent activity and improve security.
7.2. If you do not wish to receive cookies, you can adjust your browser setting so that your device does not accept them.
otonomos.com Pte. Ltd.
Six Battery Road, #42-01