Terms of Service

1. The Agreement

These terms form a binding agreement between you and JYT Growth Capital Pte. Ltd. They apply to your access to and use of the website, to any enquiry you send through the contact page, and to the administration services we provide after an investment has been agreed. They do not replace a subscription agreement, term sheet, shareholders agreement or other transaction document. Where such a document conflicts with these terms, the transaction document governs for the relationship it covers.

We may provide services to a founder through a signed letter of engagement. That letter, together with these terms, sets out the scope of the work. If a letter of engagement is silent on a point, these terms fill the gap. If a point in these terms does not fit a particular engagement, the letter of engagement may vary it in writing.

By clicking send on the contact form, writing to the desk or signing an engagement letter, you confirm that you have authority to act for yourself or for the organisation you represent, and that the information you give us is accurate to the best of your knowledge.

2. Definitions

In these terms, the following words have the meanings given below.

• Company means JYT Growth Capital Pte. Ltd., a company incorporated in Singapore with its registered office at 3 Yunnan Drive 1, Singapore - 638272, Singapore (SG).
• Website means the pages available at https://www.jytgrowth.mom, including the homepage, the services page, the contact page and the legal pages.
• Services means the seed-stage capital administration described on the services page, including screening memo desks, milestone tranche planning, founder check-in rounds, portfolio report cycles, cap table reviews and follow-on readiness checks.
• Founder means the individual or team that controls or represents a company seeking capital or receiving administration services.
• Confidential Information means non-public information disclosed by one party to the other in connection with an enquiry or an engagement.
• You means the person using the website or receiving the Services, and includes the organisation you represent where the context requires.

Headings are for convenience only and do not affect the meaning of a clause. Words in the singular include the plural, and words in the plural include the singular, where the context allows.

3. Eligibility

The website is intended for adults who are at least eighteen years old and who have the legal capacity to enter into a binding agreement. If you use the website on behalf of a company, you confirm that you are authorised to bind that company and that the company is validly formed in its jurisdiction.

We do not offer the Services to individuals acting in a personal capacity, to consumers seeking financial products, or to anyone subject to sanctions or restrictions that would make an engagement unlawful. We may decline an enquiry or end a relationship if we cannot verify identity, if a legal or regulatory obligation prevents us from continuing, or if the conduct of the other party creates an unacceptable risk.

You are responsible for ensuring that your use of the website complies with the law that applies to you, including any restriction on receiving investment-related communications in your country.

4. Use of the Website

We grant you a limited, revocable, non-exclusive licence to view the website for your own lawful purposes. You may print or save a copy of a page for your records, provided you do not remove any notice of ownership. You may not copy the website for commercial use, republish it, mirror it or frame it within another site.

When using the website, you must not attempt to gain unauthorised access to any part of it, probe it for vulnerabilities without written permission, introduce malicious code, run automated scrapers that place an unreasonable load on our host, or use the contact form to send spam, unlawful content or content that infringes the rights of another person.

We may suspend access to the website for maintenance, security or any other operational reason. We try to keep any interruption short, but we do not guarantee that the website will be available at every moment. The website is provided as a convenience, and the Services depend on direct contact with the desk rather than on the website being online.

5. The Services We Provide

JYT Growth Capital Pte. Ltd. provides seed-stage capital administration to a small number of early companies, with a focus on computer systems design and related technical services. The Services are delivered by the same desk that handles an enquiry, and they are described in detail on the services page of this website. In summary, the Services cover the following six areas.

• Screening memo desks, where the reasoning behind a potential investment is written down and reviewed with the founder.
• Milestone tranche planning, where the release of capital is tied to evidence that both sides accept.
• Founder check-in rounds, where a standing meeting keeps the relationship and the reporting honest.
• Portfolio report cycles, where operating and financial information is collected on a fixed calendar.
• Cap table reviews, where the register is reconciled against signed documents.
• Follow-on readiness checks, where a company is assessed against the expectations of a new lead investor.

The scope of an engagement is set out in the letter of engagement. We do not provide legal, tax, accounting or regulated financial advice unless a separate engagement expressly says so, and even then the advice is limited to the specific matter described.

6. No Offer or Investment Advice

Nothing on this website is an offer to sell, a solicitation of an offer to buy, or a recommendation to invest in any fund, company or security. The pages describe a practice and a process. They do not describe a current offering, and they do not create a right to receive capital.

Any decision to invest is made only through a written agreement after the screening process is complete. A conversation with the desk, a screening memo and a draft term sheet are not binding until the parties sign the relevant documents. We may withdraw from a discussion at any stage, and a founder may do the same.

We are not a licensed financial adviser for the purposes of the general public. If you need advice on whether an investment is suitable for you, please consult an appropriately licensed professional in your jurisdiction. You should not rely on our website or correspondence as a substitute for such advice.

7. Enquiries and Intake

An enquiry begins when you send a note through the contact page or write directly to sales@jytgrowth.mom. We read every message, but we receive more enquiries than we can take forward, and a reply is not a commitment. We aim to respond within two working days during Singapore business hours. If we cannot take an enquiry forward, we will tell you plainly and, where we can, suggest another route.

The contact form prepares an email in your own mail client rather than sending data to a server we operate. This means the message travels only when you press send. You are responsible for the accuracy of the information you provide and for ensuring that you have the right to share it.

We may ask for a deck, a data room link or a short call. We may also ask for identity information where the law requires it. We will explain why we need a particular document so that you can decide how much to share at each stage.

8. Tranches and Milestones

Where an investment is agreed, it may be released in tranches against milestones set out in the engagement letter. The milestones are agreed with the founder and are recorded in writing. The evidence that unlocks a tranche must be something a third party could check, and both sides are expected to act in good faith when deciding whether a milestone has been met.

We may revise a milestone where the original plan proves unrealistic, but a revision must be made in writing and before the date on which the tranche was due. A missed milestone does not automatically end the relationship. It triggers a conversation, and the outcome of that conversation is recorded so that both sides know where they stand.

Nothing in this clause obliges us to release a tranche where a condition in the engagement letter has not been met, where a legal or regulatory restriction applies, or where the founder has given us information that turns out to be materially misleading.

9. Founder Obligations

If you engage the Services, you agree to provide accurate and complete information, to keep us informed of material changes, to meet the reporting deadlines in the engagement letter and to tell us promptly if a milestone is at risk. You also agree to maintain proper company records and to cooperate with the reviews described on the services page.

You are responsible for your own legal, tax and accounting compliance, including any registration, licence or filing that your business requires. We may point out an issue we notice, but we do not audit your business and we do not assume responsibility for a filing or obligation that belongs to you.

You agree not to use the Services for an unlawful purpose, to misrepresent the position of your company, or to disclose information about another person without the authority to do so. If we discover a material misrepresentation, we may suspend the Services and end the engagement in accordance with the termination clause.

10. Fees and Payments

Fees for the Services are set out in the engagement letter. They may take the form of a fixed administration fee, a fee tied to each reporting cycle, or a combination of both. Any fee that is not described in a signed document is not payable.

Where a fee is due, we will issue an invoice with a payment date and clear bank details. You agree to pay within the period stated on the invoice. If a payment is late, we may pause the Services after giving written notice, and we may charge reasonable interest where the engagement letter permits it.

Fees are exclusive of any tax that the law requires us to charge. Amounts already paid are not refundable except where the engagement letter says otherwise or where the law requires a refund. Expenses that a founder asks us to incur, such as a courier or a filing fee, will be agreed in advance and reimbursed at cost.

11. Intellectual Property

The website, its text, its layout and its visual design are owned by JYT Growth Capital Pte. Ltd. or used under a licence. You may not reproduce, distribute or create a derivative work from the website without our written permission, except for personal reference or a short quotation with attribution.

Documents that you send to us, such as a deck, a memo or a cap table, remain yours. You grant us a limited licence to use them for the purpose of assessing the opportunity and administering an investment. That licence ends when the purpose ends, subject to any record we must keep by law or under an engagement letter.

Documents that we prepare for you, such as a screening memo or a readiness report, are provided for your use in connection with the engagement. You may share them with your advisers and investors. You may not publish them commercially without our agreement.

12. Confidentiality

Each party agrees to keep the other party Confidential Information private and to use it only for the purpose of the enquiry or engagement. This obligation applies to written documents, verbal information, data room materials and any notes taken during a meeting.

The obligation does not apply to information that is already public without a breach of these terms, that was lawfully received from a third party without a duty of confidence, that is independently developed without reference to the other party, or that must be disclosed by law or a regulator. Where a disclosure is required by law, the party making it will give prompt notice where it is permitted to do so.

We may describe a company in our batch in general terms, such as its sector or stage, in a conversation with a prospective co-investor, but we will not share identifiable documents or personal contact details without the founder agreement.

13. Third Party Content and Links

The website may contain links to third party sites, such as a founder website or a professional adviser page. Those links are provided for convenience. We do not control the destination, we do not endorse its content and we are not responsible for its availability or its privacy practices.

If we share a third party report with you as part of the Services, we do so on the understanding that the report was prepared by its author. We will tell you where a conclusion depends on a third party source, and we will not present another party opinion as our own.

You are responsible for reviewing the terms and privacy policy of any external site you reach from our pages before you share information with it.

14. Privacy and Data

Our handling of personal information is described in the Privacy Policy, which forms part of these terms. The Privacy Policy explains what we collect, why we collect it, how long we keep it and how you can exercise your rights. Please read it alongside these terms.

Where you share personal information about another person, you confirm that you have the authority to do so and that the person has been told how the information will be used. If you are a founder sharing details of a team member, you are responsible for that notice.

If a security incident affects information in our care, we will investigate, contain it and notify the affected people and any relevant regulator where the law requires it.

15. Disclaimers

The website is provided on an as available basis. To the extent permitted by law, we do not warrant that it will be free from error, interruption or harmful code, or that the information on it is complete at every moment. We try to keep the content accurate and current, but a page may go out of date between reviews.

We do not promise that a founder will receive capital, that a company will reach a milestone on time, that a cap table review will find every issue, or that a readiness check will result in a successful round. The Services are administrative and advisory in nature, and outcomes depend on factors outside our control, including the market, the team and the quality of the underlying business.

Nothing in these terms excludes a warranty or condition that the law does not allow us to exclude. Where a warranty cannot be excluded, our liability for a breach is limited to the extent that the law permits.

16. Limitation of Liability

To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity or loss of reputation arising from these terms, the website or the Services. This limitation does not apply to fraud, wilful misconduct or a liability that the law does not allow to be limited.

To the extent permitted by law, our total liability in connection with an engagement is limited to the fees paid by you for the Services in the twelve months before the event that gave rise to the claim. Where no fee has been paid, our total liability is limited to one hundred Singapore dollars.

These limits reflect the size of the practice and the nature of an administrative service. A founder who needs a higher level of protection should discuss it with the desk before signing an engagement letter.

17. Indemnity

You agree to indemnify JYT Growth Capital Pte. Ltd., its directors, officers and staff against a claim, loss or expense that arises from your breach of these terms, from information you give us that infringes the rights of another person, or from your unlawful use of the website. This indemnity does not apply to the extent that the loss is caused by our own negligence or breach.

We will tell you promptly if a claim arises that may trigger this indemnity, and we will allow you a reasonable opportunity to take part in the defence where that does not prejudice our position. You may not settle a claim in a way that admits our fault without our written agreement.

Where the claim relates to a matter that we are also defending, each party bears its own costs unless a court or tribunal decides otherwise.

18. Suspension and Termination

We may suspend or end access to the website at any time for security, maintenance or a breach of these terms. We may also end an engagement where a founder has not paid an invoice after written notice, has given us materially false information, has acted unlawfully, or has made the working relationship unsafe for our staff.

A founder may end an engagement by giving written notice in accordance with the engagement letter. Where no notice period is stated, thirty days written notice applies. On termination, you remain liable for fees for work already done, and we will return or delete documents in accordance with the engagement letter and our legal obligations.

Clauses on confidentiality, intellectual property, limitation of liability, indemnity and governing law survive termination. A termination does not affect an accrued right or obligation of either party.

19. Governing Law and Disputes

These terms are governed by the law of Singapore. The parties submit to the non-exclusive jurisdiction of the courts of Singapore for any dispute arising from these terms, the website or the Services.

Before starting a formal proceeding, the parties will try in good faith to resolve the dispute by discussion. A party who wishes to start that process will send a written notice describing the issue and the outcome sought. The other party will respond within fourteen days. If the discussion does not resolve the matter within thirty days, either party may proceed.

Nothing in this clause prevents a party from seeking urgent relief from a court where a delay would cause harm, or from complaining to a regulator with authority over the matter.

20. Changes to These Terms

We may update these terms from time to time to reflect a change in the law, in our practice or in the website. When we make a material change, we will update the effective date at the top of the page and, where the change affects an engagement, we will send a short notice to the people concerned.

A change applies to a new enquiry from the day it is published. For an existing engagement, a change applies only where it is permitted by the engagement letter or agreed in writing by both parties. The version of the terms that applied when an engagement began remains available on request.

If any part of these terms is found to be unenforceable, the rest remains in force, and the unenforceable part is read down to the minimum extent needed to make it valid.

21. Contact and Notices

Notices under these terms must be in writing and sent to the address below. A notice is treated as received on the next working day if sent by email during Singapore business hours, or on the day it is received if delivered by hand.

If you have a question about these terms, please write to the desk before you rely on a particular clause. We would rather answer a question now than resolve a misunderstanding later.