Company Register Pte Ltd was founded on 9 October 2013. ACRA did not raise objection against this company name upon incorporation - later they did.
We wanted ACRA to choose our new corporate name by providing them three options. Finally on 17 December 2013, ACRA had "no objection to the replacement name of 'Data Register'". So we changed our corporate name to Data Register Database Ltd.
Data Register Database 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."
In full accordance with ACRA, we developed the "Remove My Account" button at 2013 Christmas time allowing Clients to delete their accounts before the subscription fees would take effect.
All these were confirmed by ACRA: "We understand this function is to allow users to opt for their company information to be removed from the database if they wish to. A deadline of 7 days is given for the opt out after which a 490 SGD service fee will kick in." ACRA asked 7 days period, we gave them 21 days. This is the reason why we sent out our Tax Invoices on 14 January 2014.
Following to the send
out of our invoices, ACRA and CAD has got started their
investigations against Data Register Database Ltd. CAD finally stopped
their prosecution without any further consequence. In the end ACRA
brought charges against Data Register Database 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 - see a sample below -
completed with a disclaimer.
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 Database 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 Database 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 Database 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 Database Ltd. (BVI C.N. 2149524)
© 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.
Last modified on 29 October, 2018.