Effective Date: 24 January 2024

By submitting an application to join or by participating in the affiliate program, you are deemed to have agreed to be bound by these terms and conditions and our privacy policy. It is your responsibility to ensure that you have read and understood these terms and any accompanying risks and obligations. The terms of this Agreement are subject to change by Venturer Group without prior notice, but we will try to notify you of such changes in advance.

2.1. For successful registration as Affiliate, you must ensure your Affiliate account is properly set up and we will share the Affiliate’s unique code.

2.2. You are required to provide payout information as may be required by us from time to time to process payment of qualifying commissions.

3.1. We will provide you with Affiliate’s unique code, represent your identity.

3.2. You are eligible to receive the commission based on the agreed commission rate (specified in Appendix A of this Agreement) for any new customer completes the purchase of our service using your Affiliate’s unique code upon enquiries.

3.3. Commissions will be based on any new and subsequently recurring approved purchases (hereinafter, “Approved Purchases”) made by the customer referred to us by you.

3.4. In order to be eligible for commission payout, customer purchases shall be Approved Purchases and must not:

a) be referred by any other partner or affiliate links of the Venturer Group (in other words, Approved Purchases are only available through the Affiliate’s unique code);

b) be purchased by an affiliate partner, an already existing partner or other affiliate partner of Venturer Group;

c) be purchased by a customer in violation of any of our services T&Cs;

d) be purchased prior to the Affiliate joining the Affiliate Program;

e) be fraudulent in any way, in Venturer Group’s sole and exclusive discretion; and

f) have been induced by the Affiliate offering the customer any discounts other than those discounts as may be provided, from time to time, specifically by Venturer Group for promotional use by Affiliate.

g) have not resulted in a refund or chargeback when payout is made to the Affiliate.

3.5. Upon opting service(s) offered by Venturer Group, clients will be automatically eligible to participate in the Affiliate Program.

3.6. The Affiliates shall not use the Affiliate Program for any unlawful purpose. You also agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business and reputation of Venturer Group. Determination of any forbidden act or action by the Affiliate will be at the sole discretion of the Venturer Group.

4.1. The Affiliate acknowledges and agrees to undergo KYC procedures as deemed necessary by VG. The Affiliate shall provide accurate and updated information to facilitate compliance with KYC requirements.

4.2. The Affiliate shall provide accurate and updated information during the KYC process. Venturer Group reserves the right to suspend or terminate the Affiliate's participation if any provided information is found to be inaccurate or incomplete.

4.3. The Affiliate acknowledges the importance of preventing money laundering activities. The Affiliate shall report any suspicious transactions promptly to VG and cooperate with any investigations as required by law.

6.1. Payments will be made to the Affiliate on a quarterly basis, as outlined in Appendix B.

6.2. The Affiliate is responsible for providing accurate payment information to receive commissions. Affiliate must notify Venturer Group of any changes to the payment Information immediately and we will endeavor to make the appropriate changes to the Affiliate’s payout information as soon as possible.

6.3. In the event of any disputed payout, you shall notify VG within thirty (30) days of receipt of the commission payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty (30) days of the commission payout will not be addressed.

6.4. If a client terminates or cancels a project halfway, VG reserves the right to claw back the corresponding commission paid to the Affiliate for that specific project.

6.5. For clients, fees paid for services rendered will not be refunded if the project has been carried halfway. The Company will not be held responsible for refunding any fees paid by the client.

6.6. VG shall not withhold any taxes from the payouts made to the Affiliate under the terms of this Agreement. VG shall not be responsible for any taxes owed by Affiliate as a result of the Affiliate’s association with VG.

6.7. Affiliate will be eligible to receive payouts once VG has received all requested information from the Affiliate and VG provides activation notice to the Affiliate.

6.8. VG shall not withhold any taxes from the payouts made to the Affiliate under the terms of this Agreement. VG shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with VG as set forth in this Agreement.

6.9. VG will make payouts to Affiliate using the method and process identified in Appendix B. All pending and future payouts may be adjusted or offset by previous commissions that have been paid to the Affiliate for purchases that have since resulted in a refund to any customer referred by the Affiliate.

6.10. We reserve the right to change the payout process and procedure at our sole and exclusive discretion.

We will notify you if there is any changes.

9.1. The Affiliate has the right to withdraw from the affiliate program with or without cause by providing a written notice to VG. Likewise, VG retains the authority to terminate its relationship with the Affiliate with or without any cause.

9.2. You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will receive eligible payouts earned prior to the date of termination. Any earnings that are ineligible for payout prior to the date of termination will be forfeited.

9.3. VG reserves the right to terminate this program if the Affiliate violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of VG or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

9.4. If the Affiliate fails to follow the terms of this T&Cs or any other legal terms that are posted anywhere on VG’s website or websites, you forfeit all rights, including the right to any unpaid earnings.

9.5. Upon termination of the relationship, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

9.6. If the Affiliate remains inactive for more than 12 months, VG reserves the right to deactivate the

Affiliate Account, you forfeit all rights, including the right to any unpaid earnings.

12.1. You agree to indemnify and hold VG (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, cists (including legal fees and costs), and expenses in connection with or arising from:

a) your breach of these Terms,

b) your use of VG Services and/or

c) any misrepresentation made by you.

12.2. All Affiliates affirm, guarantee, and commit to adhering to all relevant laws and regulations while utilizing any VG Services.

12.3. The indemnification under this clause shall apply to third-party claims and shall include, without limitation, claims for personal injury, property damage, infringement of intellectual property rights, or any other type of claim that may arise in connection with Affiliate's activities under this T&Cs.

12.4. All Affiliates shall indemnify VG (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by VG arising from a Affiliate’s breach.

13.1. This T&Cs shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising out of or in connection with this T&Cs, including disputes regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Singapore.

13.2. Any legal action or proceeding arising out of or relating to this T&Cs shall be subject to the exclusive jurisdiction of the courts of Singapore, and the parties hereby consent to the personal jurisdiction of such courts.

14.1. Venturer Group is not liable for any damages that may occur to you as a result of your participation in Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Venturer Group arising from or relating to this Agreement is limited to the total commission amounts you have actually earned for the related customer transactions in the three-month period preceding the event giving rise to as claim. This section applies to any and all claims by you, including, but not limited to lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind

15.1. Venturer Group is not liable for any failure to perform due to causes beyond its reasonable control

including, but not limited to, fire or other casualty, act of God, epidemic, war or other violence, or any law, order, or requirement of any governmental agency or authority, natural disasters, and other acts which may be due to unforeseen circumstances.

16.1. This T&Cs constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether oral or written.

16.2. Nothing set out within this Agreement shall be construed as forming any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of VG and will remain so at all times.

16.3. VG may update or amend this Agreement. You agree that VG has the right to update or amend this Agreement or revise anything contained herein. You further agree that all updates, amendments and revisions to this Agreement will operate in full force and effect immediately upon posting on the Website and that any such variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest amendment or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you do not agree to the updates, amendments or revisions, you can choose to terminate this Agreement.

16.4. The Affiliate Program shall be undertaken at your sole and exclusive risk. VG hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.

16.5. VG makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. VG also makes no warranties as to the reliability or accuracy of any information. You acknowledge that any damage that may occur to you from your use of the Affiliate Program is your sole responsibility, and that VG is not liable for any such damage or loss.

16.6. This T&Cs is drafted in the English language, and in the event of any inconsistency or discrepancy between the English version and any other language version, the English version shall prevail.

1. Client may engage VG to provide certain business services. These services may include any of the following:

a) Company incorporation;

b) Provision of a registered office address and mailroom;

c) Maintenance of statutory registers of the Company in accordance with the legal requirements;

d) Lodgement and payment of regulatory filings with the Accounting and Corporate Regulatory Authority (“ACRA”) of Singapore;

e) Provision of a nominee director as required by Section 145 of the Companies Act, Cap. 50 (subject to the entering into any supplemental documents as requested by VG);

f) Filing all changes relating to a Company, including but not limited to change of officers, shareholders, share capital, registered office, particulars of officers or shareholders;

g) Preparation of all corporate decisions and resolutions in connection with the governance of a Company;

h) Provision of accounting services, including, but not limited to:

▪ Preparation of management report;

▪ Preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements);

▪ Preparation of financial statements in XBRL format;

▪ Maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger;

▪ Perform bank and other accounts reconciliation; and

▪ Business process outsourcing solutions for accounting & financial processes.

i) Provision of payroll services, including, but not limited to:

▪ Salary calculation on a monthly basis;

▪ Salary payment to employees via issuance of cheques or through bank transfer;

▪ Automatic generation of monthly pay slips for employees;

▪ Central Provident Fund (CPF) registration and monthly payment to CPF;

▪ Issuing IR8A Form for personal tax including statutory annual filing;

▪ Preparation and submission of Auto-Inclusion Scheme with Inland Revenue Authority of Singapore (IRAS); and

▪ Maintenance of payroll file for each employee; and

j) Provision of tax compliance services, including, but not limited to:

▪ Tax computation to calculate tax liability of the Company;

▪ Preparation of Form C for Company’s approval; and

▪ Preparation of tax forms for Company’s submission.

k) Provision of audit and assurance services, including, but not limited to:

▪ Audit of Company’s financial statements; and

▪ Agreed-upon procedures.

l) Provision of Work Pass and related pass services in Singapore:

▪ Application, renewal and cancellation of work passes, and preparation of the necessary documentation, i.e. Employment Pass (EP), Letter of Consent (LOC) and S Pass and passes for Dependants i.e., Dependant’s Pass (DP).

APPENDIX B: COMMISSION STRUCTURE

1. Commission Rate: 10% of the Venturer Group services subscribed to by your affiliated company/companies.

Note that this commission excludes disbursement fees, such as government fees, payment processing fees, and Xero or QBO fees.

2. There are 2 tiers applicable to VG affiliates: