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发表于 5-10-2018 10:10:12|来自：新加坡
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OUR HISTORY
DATA REGISTER » OUR HISTORY
Company Register Pte Ltd was founded on 9 October 2013 with the permission of ACRA. The corporate name was later changed to Data Register Pte Ltd as per the demand of the same.
Data Register Pte Ltd acquired corporate data from public sources and processed them in a form of a business directory to become publicly available as well as searchable. The company also added some more services to this directory.
In November 2013 we posted out the first batch of so-called Invitation Letters indicating the simple Company Register logotype. (Merlion symbol was not used at that time.)
The 2013 invitation letter can be downloaded HERE.
The Invitation Letter was actually an appeal that called the company's Managing Director to verify their corporate entity's data in our system otherwise we delete them all.
To register on our website, the client have to accept the Terms and Conditions (T&C). This is done by scrolling all over it top-down. If missed, you cannot get through further to click on 'Accept'. Once having got down there, the client clicks the 'Accept' button to confirm the full knowledge of service provision conditions as well as unconditional acceptance of the same.
The 'Invitation letter' was addressed to the Managing Director. It falls beyond our scope of competence who actually made the registration - the Managing Director or the secretary. Though it is sure that the agreement - T&C accepted - was finally made between business to business.
The erasure mentioned in our Invitation Letter refers to delete corporate data only from our system.
The Payment Terms were highlighted with bold in the T&C, it clearly stated our service is payable on a calendar year basis.
3.1. To be a member of this Website, an annual fee of S$490 (Singapore dollars
four hundred and ninety) (inclusive of GST) is payable every calendar year.
You are bound to pay the annual fee for each and every calendar year...
Payment on a calendar year basis means that the fee covers the period from 1 January to 31 December in a given year. We note for the avoidance of doubt, that calendar year does not mean a registration period of 365 days ranging from the date of registration.
The T&C stated our Company is entitled to collect the fee, even if the client did not use any services at all.
"3.4. Annual fees are not refundable and cannot be pro-rated. We shall be entitled to annual fees once you have registered as a member, even if you have changed your mind about being a member, and regardless of whether you use the Services."
It is widely known from the Electronic Transaction Act, that an online acceptance of a contract is binding on both parties even without signature of the same.
On 20 November 2013 ACRA asked us to display a short explanation on the homepage of our website - stating "We are NOT the government agency, Accounting and Corporate Regulatory Authority Singapore (ACRA), and have NO RELATION to ACRA whatsoever." as well as our services are payable "with an annual subscription of S$490 per calendar year" - that we did.
On 20 December 2013 ACRA requested us to send out an explanation email to our clients on our services. In this email we also allowed the first termination offer to our clients. ACRA demanded one week of termination period. Our company offered three weeks instead as a goodwill gesture. All those who did not take advantage of this termination offer period, remained members with a live subscription.
On 10 January 2014 Natonal Heritage Board (NHB) gave its permission to our company to use Merlion symbol. This is the reason why it can be seen on the invoices sent out on 14 January 2014 for those clients who did not terminate their subscription. This permission was later cancelled, so we returned to use our previous logotype.
As per the T&C our clients could have terminated any time they wish by logging in to our website's admin area. Providing they forgot their password, we always generated a new one upon their requests received in email to [email protected] or [email protected].
"3.3. Your membership shall automatically be renewed for another year if we do not receive notice of termination from you prior to the expiry of the then current annual membership term."
The clients have to accept our T&C to register to our services. During the registration they must have been informed on the automatic renewal of their subscription until their written notice of termination.
"3.3. Your membership shall automatically be renewed for another year if we do not receive notice of termination from you prior to the expiry of the then current annual membership term."
Following to the send out of our invoices, ACRA and CAD has got started their investigations against Data Register Pte Ltd. CAD finally stopped their prosecution without any further consequence. In the end ACRA brought charges against Data Register Pte Ltd and it was fined 200,000 SGD by the State Courts for issuing business correspondence in October and November 2013 that failed to state its company name and registration number on the Invitation Letter which is in breach of section 144(1)(b) and section 144(1)(A) of the Companies Act. These data were only indicated on the envelope. (Please note, till date many Singaporean companies do not indicate their company name and registration number on their business communication.)
In July 2014 we sent out further Invitation Letters with the permission of ACRA, see a sample below.
The 2014 invitation letter can be downloaded HERE.
In this Invitation Letter we unequivocally indicated our company name and registration number as well as indicated black and white the non-relevance to ACRA. As a result, many companies subscribed - in the same proportion than before.
This Invitation Letter complied to each and every standards. Neither ACRA nor any other authorities raised any issue against its content or against the validity of subscriptions.
As per ACRA's request, our company offered another termination grace period in February 2016 for the clients registered after the Invitation Letter sent out in 2013. This notice was posted on 25 February 2016. The terminated clients were given full refund and all the other fees were waived off. This termination period was also heavily promoted by ACRA as well on their website and on their official Facebook page.
On 3 June 2016 ACRA closed the case and Data Register Pte Ltd was fined 200,000 SGD by the State Courts for issuing business correspondence in October and November 2013 that failed to state its company name and registration number which is in breach of section 144(1)(b) and section 144(1)(A) of the Companies Act. Data Register Pte Ltd paid the fine in full.
Once the Court case was closed, all our claims became collectable from the clients registered after the Invitation Letter sent out in 2013. Of course, these clients have been the ones who did not terminate their subscriptions till that time.
The validity of our claims from the clients registered after the Invitation Letter sent out in 2014 was never questioned by any authority.
Our company charged Singapore Data Register Pte Ltd with the debt collection that was actually got started on 2 October 2017. The debt collection involved our company's own sources as well as external, professional debt collectors.
We let our clients know about their outstanding balance payable several occasions by several means: postal letter, email and SMS message. Of course we can only alert those clients who have given and verified their such data: email address and phone number. Those clients who failed to settle their outstanding balance payable were / are subject to our debt collection.
We would like to underline the fact that our clients are companies and not private persons. As a result our agreement has been made with them between business-to-business at the very moment they accepted our T&C.
Our Invitation Letter and all other business communication were addressed to the Managing Director. Providing the company's General Manager delegated the registration either to the secretary or to anybody else, it is the company that got in binding contractual relationship with Data Register Pte Ltd. So our clients are companies and not private persons.
Our each and every communication was in English, that is one of Singapore's official language. Our company is not responsible for any misunderstanding based on the eventually faulty English knowledge of the clients.
We would like to draw the attention of our present and future clients to always read through and interpret each and every communication (Invitation Letter and T&C) to make sure they indeed comprehend what is included and only after that they take any action (acceptance of the T&C). If anything is not clear for them, they would better ask for help. The registrant companies should have read and understand our Invitation Letter and T&C carefully and not make their unilateral misunderstanding to cancel their subscriptions.
Some clients brought up as an excuse so as not to settle their outstanding balance payable to find our Invitation Letter and our website misleading and thought our company is related to the Government.
This is unbelievable for several reasons:
1, The business type - Pte Ltd - can be clearly seen in our company’s registered name (at the time) “Company Register PTE LTD”. No one could mistake a private company for a Government body.
2, We placed indication of our company's real status emphasizing the non-relevance to ACRA on our website's homepage: „IMPORTANT NOTE: We are NOT the government agency, Accounting and Corporate Regulatory Authority Singapore (ACRA), and have NO RELATION to ACRA whatsoever.”
3, Also it can be found in footer as well: „DISCLAIMER: For the avoidance of doubt, we are not the governmental agency Accounting and Corporate Regulatory Authority Singapore (ACRA). Data Register's website is a commercial company directory website.”
4, Furthermore, our website contains business/commercial language, peppered throughout, e.g. „The Singapore Data Register for Companies offers a complete hosting service. If you need hosting for your webpage choose from our packages and create an easier alternative for clients to find you!”
5, As a last point, the footer also contains at the bottom “Data Register Pte Ltd (fka Company Register Pte Ltd) UEN : 201327463M © Copyright 2018”, i.e. a claim to copyright for “Singapore Company Register”. This again is showing that this was a commercial business entity, one that was protecting its Intellectual Property. Routine letters from Government agencies (e.g. those from ACRA) would not contain such claims to copyright.
Any of the above would be fair enough to find out the difference between our company and any Government body. Besides all these, the T&C make everything clear and straightforward. They just should have read it.
In light of the above, we consider our activities businesslike and beyond reproach, as well as our debt collection valid and the clients' outstanding balance payable.
DISCLAIMER: For the avoidance of doubt, we are not the governmental agency Accounting and Corporate Regulatory Authority Singapore (ACRA). Data Register's website is a commercial company directory website.
Data Register Pte Ltd (fka Company Register Pte Ltd) UEN : 201327463M © Copyright 2018
谢谢楼上朋友的答复，以上的内容是从他们网站上复制过来的，从上面看他们说的似乎也有些道理。 |
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