Terms & Conditions

ONBOARDING AGREEMENT (INVESTOR)

By registering, you (the “Investor”) have agreed to enter into this agreement for the use of www.fundsingapore.com.sg (the “Platform”) and the Services (as defined below), on the terms and conditions set out hereunder (the “Investor’s Agreement”).

1. ENTIRE AGREEMENT

1.1 This Investor’s Agreement and the documents referred to herein shall constitute the entire agreement between:

(a) the Investor; and

(b) Fund Singapore Pte. Ltd. (“FS”), being the owner and operator of the Platform,
 
 (collectively, the “Parties”, and each, a “Party”),

with respect to the subject matter of this Investor’s Agreement, and shall supersede all prior or contemporaneous proposals, agreements and all other communications (whether written or oral, express or implied) entered into between the Parties with respect to the subject matter hereof.

1.2 All access and use of the Platform and the Services shall be governed by this Investor’s Agreement. Unless otherwise expressly provided, any updates, enhancement, variation or addition to the Platform or the Services shall also be subject to this Investor’s Agreement.

1.3 FS reserves the right to supplement, vary or amend the terms of this Investor’s Agreement from time to time without further notice. Changes to this Investor’s Agreement will be posted on the Platform or specifically notified by FS, and the “Last Updated” date at the top of this Investor’s Agreement will be revised. It is the responsibility of the Investor to review this Investor’s Agreement upon each access or use to ensure that he is aware of any changes made by FS. The continued access or use of the Platform and/or the Services by the Investor after changes are posted constitutes his agreement to be legally bound by this Investor’s Agreement as updated and/or amended. In the event that the Investor does not agree to any of the changes, FS is not obliged to continue providing the Investor with any Service, and the Investor must stop using the Platform and Services.

1.4 For the avoidance of doubt, where any Loan Agreement remains in force between the Fund Raiser and a Registered Investor, the Fund Raiser shall be deemed to have continued access or use of the Platform and/or the Services for the purposes of Clause 1.3 above.


2. INTERPRETATION

2.1 In this Investor’s Agreement, unless the context otherwise requires, the following words shall have the following meanings:

  • Account Information”: has the meaning given to it in Clause 3.2(a);
  • Affected Investor”: has the meaning given to it in Clause 9.8;
  • Aggregate Campaign Proceeds”: means the total sum paid by Registered Investors into the Escrow Account in accordance with Clause 5.5 or Clause 6.6 (as the context may require) in response to a particular Subscription Request or Loan Request (after deducting any sums that are withdrawn under a Withdrawal Notice);
  • Business Day”: means a day (other than a Saturday or Sunday or public holidays) on which banks are generally open for business in Singapore;
  • Campaign End-Date”: has the meaning given to it in Clause 5.4 or Clause 6.4, as the context may require;
  • Campaign Period”: has the meaning given to it in Clause 5.2 or Clause 6.2, as the context may require;
  • Confidential Information”: means any information which is proprietary and confidential to FS, including the terms and conditions of this Investor’s Agreement, information which relates to the business of FS or its associated companies, or any of its principals', clients', or customers' transactions or affairs, FS’s trade secrets, technology, designs, intellectual property rights, documentation, manuals, budgets, financial statements or information, accounts, dealers' lists, customer lists, marketing studies, drawings, notes, memoranda, and the information contained therein, whether such material is marked as being confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone and includes all information obtained by or disclosed to the Investor in connection with this Investor’s Agreement, or any transactions contemplated thereunder;
  • Cooling-off Period”: has the meaning given to it in Clause 5.5 or Clause 6.6, as the context may require;
  • Debt Recovery Cost”: has the meaning given to it in Clause 9.8;
  • Defaulting Fund Raiser”: has the meaning given to it in Clause 9.5;
  • Default Interest”: has the meaning given to it in Clause 9.8;
  • Default Settlement Amount”: has the meaning given to it in Clause 9.6;
  • Default Termination Fee”: has the meaning given to it in Clause 9.6;
  • Disbursement Date”: means the date on which the funds in connection with a particular Subscription Request or Loan Request, are disbursed from the Escrow Account to the Fund Raiser;
  • Early Settlement Amount”: has the meaning given to it in Clause 8.3;
  • Early Settlement Fee”: has the meaning given to it in Clause 8.3;
  • Early Settlement Notice”: has the meaning given to it in Clause 8.3;
  • Escrow Account”: means the non-interest-bearing deposit account, or such other account that FS may designate at its sole discretion, operated by the Escrow Agent, for the sole and exclusive purpose of administering payments to and from Registered Investors and Registered Fund Raisers over the Platform;
  • Escrow Agent”: means Padang Trust Singapore Pte Ltd, or such other escrow agent as FS may in its sole discretion designate;
  • Escrow Agreement”: means the agreement that the Investor enters into with a Registered Fund Raiser, the Escrow Agent, and FS, when submitting an Participation Notice, for the purpose of governing and regulating the management of monies held on behalf of the Investor and the Registered Fund Raiser in the Escrow Account;
  • Event of Default”: means each of the events set out in Clause 12.1(a) to (j) of the Fund Raiser’s Agreement, and as set out at Schedule 1 below;
  • Force Majeure Event”: has the meaning given to it in Clause 12;
  • Foreign Licensing Obligation”: has the meaning given to it in Clause 3.7;
  • Fund Raiser’s Agreement”: means the agreement that a Registered Fund Raiser enters into with FS for the use of the Platform and Services;
  • Fund Raising Terms”: has the meaning given to it in Clause 5.2 or Clause 6.2, as the context may require;
  • Grace Period”: has the meaning given to it in Clause 9.1 and Clause 9.2;
  • Grace Period Fee”: has the meaning given to it in Clause 9.1;
  • Guarantee”: has the meaning given to it in Clause 6.2;
  • Guarantor”: has the meaning given to it in Clause 6.2;
  • Indemnified Parties”: has the meaning given to it in Clause 15.3;
  • Investment Agreement”: means either a Loan Agreement or Subscription Agreement, as the context may require;
  • Investor’s Bank Account”: has the meaning given to it in Clause 3.1(c);
  • Loan”: means a loan granted by the Investor to a Registered Fund Raiser pursuant to a Loan Request;
  • Loan Agreement”: means the agreement that the Investor enters into with the Fund Raiser and FS, when submitting a Participation Notice, for the purpose of setting out the terms of the Loan from the Investor;
  • Loan Request”: means an open offer by a Registered Fund Raiser for Registered Investors to provide loans to the Registered Fund Raiser on such terms and conditions as may be set out on the Platform, and subject to the aggregate limit of the Target Amount;
  • Long-Stop Date”: means the date falling 90 days after the issuance of the Termination Notice;
  • Marks”: has the meaning given to it in Clause 13.1;
  • MAS”: means the Monetary Authority of Singapore;
  • Platform”: means www.fundsingapore.com.sg;
  • Platform Contents”: has the meaning given to it in Clause 13.2;
  • Participation Notice”: has the meaning given to it in Clause 5.2 or Clause 6.2, as the context may require;
  • Participation Window”: has the meaning given to it in Clause 5.3 or Clause 6.3, as the context may require;
  • Principal Loan Amount”: means the gross principal amount granted by Registered Investors to a Registered Fund Raiser for a particular Loan (before any deductions for Service Fees or other payments to FS);
  • Proposed Loan Quantum”: has the meaning given to it in Clause 6.4;
  • Proposed Subscription Quantum”: has the meaning given to it in Clause 5.4;
  • Registered Fund Raiser”: means a member of the Platform who is registered for the purpose of obtaining Subscriptions or Loans from Registered Investors;
  • Registered Investor”: means a member of the Platform who is registered for the purpose of making Subscriptions for, or granting Loans to, Registered Fund Raisers;
  • Registration Data”: has the meaning given to it in Clause 3.1;
  • Repayment Schedule”: has the meaning given to it in Clause 8.1;
  • Service Fees”: means any fees payable by a Registered Fund Raiser in consideration for the Services rendered by FS in respect of a particular Subscription Request or Loan Request;
  • Services”: means the services rendered by FS through the Platform;
  • Software”: has the meaning given to it in Clause 13.6;
  • Subscription”: means an investment, not being a Loan, made by a Registered Investor in respect of a Registered Fund Raiser pursuant to a Subscription Request;
  • Subscription Agreement”: means the terms of a Subscription that a Registered Investor offers to FS and/or the Fund Raiser when submitting a Participation Notice, in the form prescribed on the Platform;
  • Subscription Application”: means an application by a Registered Fund Raiser for FS to post a Subscription Request on the Platform;
  • Subscription Request”: means an invitation by the Fund Raiser for Registered Investors to invest in the Fund Raiser on such terms and conditions as may be set out on the Platform, and subject to the aggregate limit of the Target Amount;
  • Target Amount”: has the meaning given to it in Clause 5.2 or Clause 6.2, as the context may require;
  • Termination Notice”: has the meaning given to it in Clause 9.5;
  • Third Party Services”: has the meaning given to it in Clause 14.15;
  • User Content”: has the meaning given to it in Clause 14.19; and
  • Withdrawal Notice”: has the meaning given to it in Clause 5.5 or Clause 6.6, as the context may require;

2.2 In this Investor’s Agreement, unless the context requires otherwise:

(a) a reference to a statute or other legislation includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them, so far as such consolidation, amendment, re-enactment or replacement applies or is capable of applying to any transactions entered hereunder;

(b) references to “law” include any legislation, any common or customary law, constitution, decree, judgment, order, ordinance, treaty or other legislative measure in any jurisdiction and any directive, request, requirement, guidance or guideline (in each case, whether or not having the force of law but, if not having the force of law, compliance with which is in accordance with the general practice of persons to whom the directive, request, requirement, guidance or guideline is addressed);

(c) references to any agreement or document in this Investor’s Agreement shall include references to such agreement or document as from time to time amended, modified, supplemented or novated, and to any other agreement or document which so amends, modifies, supplements or novates such agreement or document;

(d) references to the Parties include their respective successors in title, permitted assignees, heirs, executors, administrators and legal personal representatives;

(e) references to the singular number shall include references to the plural number and vice versa, and “person” includes an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;

(f) the use of any gender specific or gender neutral words shall include all gender specific or gender neutral variations, including reference to gender neutral entities other than natural persons;

(g) “written” and “in writing” include any means of visible reproduction;

(h) references to “days” in this Investor’s Agreement means calendar days;

(i) references to “Clauses”, and “Schedules” are to the clauses of, and the schedules to, this Investor’s Agreement respectively, and all references to this Investor’s Agreement shall also include the Schedules, which form part of this Investor’s Agreement and have the same force and effect as if expressly set out in the body of this Investor’s Agreement;

(j) the headings in this Investor’s Agreement are for convenience only and shall not affect the interpretation and construction hereof;

(k) the words “include”, “includes” and “including” or words of similar effect are deemed to be followed by the words “without limitation”;

(l) an obligation under this Investor’s Agreement (whether express or implied) to do something includes an obligation to cause, procure or allow that thing to be done;

(m) an obligation under this Investor’s Agreement (whether express or implied) not to do something includes an obligation not to cause, procure or allow that thing to be done;

(n) where any obligation in this Investor’s Agreement is expressed to be undertaken or assumed by any Party, that obligation is to be construed as including a requirement that the Party concerned exercises all rights and powers of control over the affairs of any other person which that Party is able to exercise (whether directly or indirectly) in order to secure performance of the obligation; and

(o) any thing or obligation to be done under this Investor’s Agreement which is required or falls to be done on a stipulated day shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.

3. REGISTRATION

3.1 In order to become a Registered Investor, the Investor shall complete a registration form and fulfil, to the satisfaction of FS at its sole and absolute discretion, the following registration criteria (and such other or additional criteria as may be notified by FS generally through the Platform or specifically to the Investor) (the “Registration Data”):

(a) where the Investor is a natural person, the Investor:

(i) shall be above the age of twenty-one (21), or above the age of majority under the law of the jurisdiction where the Investor is domiciled, whichever is higher; and

(ii) shall be of sound mind, and possess full capacity to enter into this Investor’s Agreement.

(b) where the Investor is any entity other than a natural person, the Investor shall either be a limited liability partnership, or company, registered in the Republic of Singapore with the Accounting and Corporate Regulatory Authority of Singapore or under the laws of a competent jurisdiction (as the case may be, subject always to compliance with Clause 3.7 below); and

(c) the Investor shall provide, to the satisfaction of FS:

(i) such evidence as may be necessary to prove that the Investor fulfils all the criteria set out in either Clause 3.1(a) or (b) above, including but not limited to, the Investor’s passport and/or other national identification documents, or its certificate of incorporation as well as any other relevant documents and/or records lodged with or provided by the Accounting and Corporate Regulatory Authority of Singapore or such equivalent under the laws of a competent jurisdiction (as the case may be);

(ii) where the Investor is a limited liability partnership or company:-

a. such evidence as may be necessary to prove that all required consents and approvals for the registration of the Investor for the use of the Platform and Services have been obtained, including where applicable, resolutions of the Investor’s partners, board and/or shareholders (as the case may be) authorising the registration of the Investor on the Platform;

b. a certified true copy of the Investor’s constitution or memorandum and articles of association (if applicable);

c. its financial statements (audited where applicable), bank statements, and such other accounting and business records as may be requested by FS;

(iii) the details of a valid Singapore bank account in the name of the Investor, to which all payments to the Investor under this Investor’s Agreement shall be made (the “Investor’s Bank Account”);

(iv) such evidence to verify and authenticate the identity of the Investor as well as the persons authorised to act on his behalf (as the case may be);

(v) a valid email address, and a password which complies with the Platform’s password requirements, to be used by the Investor to access the Platform, as well as other security information that may be requested by FS; and

(vi) such other evidence as may be necessary to prove that all the criteria in Clause 3.1(a) to (c) above has been complied with or satisfied and not been breached.

3.2 The Investor represents, warrants, and undertakes to FS that:

(a) the email address, password, and security information referred to in Clause 3.1(c)(v) above (the “Account Information”) belong exclusively to the Investor and may not be assigned or transferred without FS’ prior written consent;

(b) the Investor shall keep his Account Information strictly confidential and secure at all times;

(c) where the Investor is an entity other than a natural person, the Investor shall only disclose its Account Information to its employees, officers, agents, sub-contractors and other representatives on a strictly need-to-know basis and shall further ensure that such persons (i) are at least 21 years of age; (ii) are informed of the confidential nature of the Account Information prior to being given access; and (iii) remember to exit from the Investor’s account at the end of each session;

(d) the Investor shall notify FS immediately in writing if there is any actual or threatened breach of security, loss, theft or unauthorised use of the Investor’s Account Information; and

(e) any use of or access to the Platform and/or Services and any information, data, instructions or communications by anyone logged in through the Investor’s account shall be deemed to be the actions of the Investor and FS shall be entitled to act upon, rely on and/or hold the Investor solely responsible and liable in respect thereof, notwithstanding that such access or use may not have been duly authorised by the Investor, and further notwithstanding any notification that may have been made to FS pursuant to Clause 3.2(d) above.

3.3 In the event that a notification pursuant to Clause 3.2(d) is made, or if FS has a reasonable suspicion that the person logged into the Investor’s account is not the Investor, or a person duly authorised by the Investor, FS reserves the right to terminate, suspend or restrict the access of the Investor to the Platform and/or to cease acting on the Investor’s instructions.

3.4 The Investor undertakes not to register for more than one account or register for an account on behalf of a person other than himself.

3.5 Upon successful registration of the Investor on the Platform, the Investor shall be entitled to enjoy, for the term of this Investor’s Agreement, the Services, subject to any addition, modification or termination of such Services whether specifically or only in relation to the Investor, from time to time, at the discretion of FS without prior notice to the Investor.

3.6 For the avoidance of doubt, FS applies its own internal guidelines and policies when assessing registrations, and reserves the absolute right to decline an application by the Investor to register with the Platform, without assigning any reason. FS also reserves the right to suspend, disable, cancel or revoke the Investor’s account from time to time in accordance with Clause 3.3, Clause 3.7, Clause 4.3, Clause 4.8, and/or Clause 11.

3.7 The Platform and the Services are not directed or intended for distribution to any person who is a citizen or resident of, or located or established in, any jurisdiction where the use of the Platform and/or Services would be contrary to applicable law or regulation, or would subject FS to any registration or licensing requirement in any such jurisdiction other than Singapore (the “Foreign Licensing Obligation”). The Investor is required to inform itself about and to observe any legal or regulatory restrictions which may affect its eligibility to access the Platform and/or use the Services. Any failure by the Investor to do so, or any Foreign Licensing Obligation imposed on FS by virtue of the Investor’s use of the Platform and/or the Services, shall constitute a breach of this Investor’s Agreement entitling to suspend, disable, cancel, or revoke the Investor’s account at FS’ sole discretion.

4. USE OF PLATFORM

4.1 The Investor shall comply with all applicable laws, regulations and rules in relation to its access to and use of the Platform and the Services, and shall not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of the Platform. In particular, the Investor agrees and undertakes not to use the Platform for the purpose of or in connection with:

(a) causing a nuisance to, pestering, harassing or causing distress or inconvenience to any person, including any Registered Investor or Registered Fund Raiser;

(b) transmitting content that (i) is hateful, threatening, offensive (racially or ethnically or otherwise); (ii) promotes agitation or physical harm or injury against any group of individuals, or any act of cruelty to animals; (iii) constitutes or may constitute defamation; (iv) contains or may contain pornography or is in any other way sexually explicit or obscene; (v) attacks or may attack sexual orientation or religion; or (vi) is or may be discriminating in any way;

(c) uploading or otherwise transmitting content that infringes any patent, trade mark, trade secret, copyright or other intellectual property rights of any party;

(d) uploading, posting, emailing, transmitting, or otherwise making available any content that the Investor does not have right to make available under any applicable law or under a contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed under nondisclosure agreements or as part of employment relationships);

(e) engaging in any unlawful or fraudulent activity or perpetrating a hoax, engaging in money laundering, or engaging in phishing schemes or forgery or other similar falsification or manipulation of data;

(f) uploading, posting, emailing, transmitting, or otherwise making available any content that would constitute, encourage or provide instructions for an illegal activity or criminal offence, violate the rights of any party, or that would otherwise create liability or violate any applicable local or international law;

(g) impersonating any person or entity;

(h) uploading, posting, emailing, transmitting, or otherwise making available any content which is false, misleading, untruthful or inaccurate;

(i) harvesting contact information of other users of the Platform for any purpose, including but not limited to the sending of unsolicited communications, other than for the Investor’s use of the Services;

(j) uploading, posting, emailing, transmitting, or otherwise making available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; or

(k) advertising or offering to sell any goods or services for any commercial purpose.

4.2 The Investor hereby undertakes:

(a) not to introduce into the Platform any code, content or other material which contains any virus, Trojan horse, worm, time bomb, cancelbot, spyware, keystroke-logger or other computer programming routine that is intended to, or may damage, interrupt, interfere with, or destroy or limit the functionality of the Platform or any computer software or hardware or telecommunications equipment of another Platform user;

(b) not to use or facilitate the use or transmission of any robot, spider, search/retrieval programme or other manual or automatic device or process to retrieve, index, "data mine";

(c) not to reproduce, adapt or circumvent the navigational structure, protocols, presentation and other systems in place in connection with the Platform, nor access the Platform other than through the normal use of it; and

(d) not to hack into, interfere with, disrupt, disable, over-burden or otherwise interfere with the accessibility or impair the proper working of the Platform, the Services or servers, which shall include but is not limited to denial-of-service attacks, spoof attacks, session hacking, sniffing, tampering, reverse engineering or reprogramming.

4.3 Should any content posted by the Investor be in breach of Clause 4.1 and/or Clause 4.2 (or should FS reasonably suspect that to be the case):

(a) the Investor agrees to immediately remove all infringing parts of the content, failing which, FS reserves the right to remove such content; and/or

(b) FS shall be entitled to ban the Investor from further participation in the Platform at its own discretion, and to report such violations to the authorities as necessary.

4.4 The Investor hereby undertakes and agrees that for the term of this Investor’s Agreement and for a period of 1 year after the termination of this Investor’s Agreement, he shall not, whether by himself or through any agents or otherwise and whether on his own account, on behalf of any other person or in conjunction with others, directly or indirectly, contact any Registered Fund Raisers other than through the internal messaging system of the Platform or attempt to enter into any loan agreement with them other than through the Platform and Services, unless FS’ prior written consent is obtained.

4.5 The Investor understands and agrees that information regarding that Registered Fund Raiser, including that Registered Fund Raiser’s history, operations, creditworthiness and financial prospects, and the accuracy of the content or information so published, displayed, entered, or otherwise transmitted to other users of the Platform, shall be the sole responsibility of that Registered Fund Raiser, and that FS is not responsible for and makes no representation regarding the accuracy, completeness or otherwise of any such information.

4.6 In addition to the above, FS may also (but is not obliged to) publish additional information about any Registered Fund Raiser, provided always that FS is not responsible for and makes no representation whatsoever regarding the accuracy, completeness or otherwise of any such information on that Registered Fund Raiser on the Platform.

4.7 Notwithstanding Clause 17 below, the Investor agrees to maintain the confidentiality of all information on the Platform users (including any information regarding the terms of any particular Subscription or Loan, the history, operations, creditworthiness and financial prospects of any Registered Fund Raiser, or any other particulars (including the particulars of the directors, shareholders or officers of any Registered Fund Raiser, if applicable)) that the Investor obtains through the Platform or Services, or is disclosed by FS or any other user of the Platform to the Investor. The Investor further agrees not to disclose or use such information for any reason whatsoever unless:

(a) such use or disclosure is permitted under this Investor’s Agreement; or

(b) the Investor is required to make such disclosure by law, regulation or by order or ruling of a court or administrative body of a competent jurisdiction or by the rules of a recognised investment exchange or any regulatory body to which the Investor submits, in which case, the Investor shall use its best endeavours to limit disclosure to the absolute minimum necessary.

4.8 The Investor hereby undertakes to fully cooperate with FS including providing all requested information and/or documents which may at any time be requested for by FS, to enable FS to:

(a) comply with all applicable laws, regulations and other requirements (including ‘know-your-client’, anti-money laundering and countering the financing of terrorism laws, regulations and requirements);

(b) comply with requests by any regulator and/or its obligations under this Investor’s Agreement or any terms and conditions applicable to the Platform and/or the Services; or

(c) continue to provide the Services to the Investor and/or other users of the Platform, and

the Investor shall, where so requested by FS, procure and/or provide such information and/or documents forthwith at the Investor’s own expense, failing which FS shall at its sole discretion be entitled to suspend, disable, cancel, or revoke the Investor’s account.

4.9 FS reserves the right to change, modify, suspend or discontinue the whole or any part of the Platform at any time, without prior notice, and without assigning any reason. Any such action shall not affect any accrued rights or liabilities of any Party prior to such action being taken.

5. SUBSCRIPTION REQUESTS

5.1 Following successful registration as a Registered Investor, the Investor shall be able to participate in Subscription Requests by Registered Fund Raisers.

5.2 Each Subscription Request may be accessed electronically over the Platform, may include such details as may be specified by FS at its absolute discretion which may, but does not necessarily, include:

(a) the aggregate investment amount requested by the Fund Raiser (the “Target Amount”);

(b) the proposed date of Subscription;

(c) purpose of the funds raised;

(d) the estimated time horizon of the investment;

(e) the projected returns to Investors, including details of ongoing provision for dividends (whether fixed or discretionary); and

(f) the maximum period (the “Campaign Period”) that the Subscription Request (as defined below) shall remain open for Registered Investors to give notice of their intention to participate in such Subscription Request, and the quantum of investment thereof (the “Participation Notice”).

(collectively, the “Fund Raising Terms”).

5.3 The Subscription Request shall remain open for Registered Investors to submit a Participation Notice until such time that the aggregate amount proposed to be invested under the Participation Notices submitted match or equal the Target Amount or until the expiry of the Campaign Period, whichever is earlier (the “Participation Window”). Once posted, the Registered Fund Raisers may not withdraw their Subscription Requests.

5.4 The Investor’s Participation Notice shall be considered valid only if:

(a) it is submitted electronically by the Investor over the Platform in the prescribed manner in response to a Subscription Request;

(b) it is submitted before the expiry of the Participation Window (the “Campaign End-Date”);

(c) it set outs the quantum which the Investor wishes to provide to the Registered Fund Raiser for such Subscription Request (the “Proposed Subscription Quantum”), which shall be equal to or exceed the prescribed minimum tranche of S$1,000;

(d) the Proposed Subscription Quantum is paid into the Escrow Account by the Investor in accordance with the payment instructions specified by FS at its absolute discretion;

(e) the Investor electronically executes, over the Platform, the Subscription Agreement and Escrow Agreement, in the form which FS may specify from time to time, and which are prompted to the Investor when submitting the Participation Notice.

(f) For the avoidance of doubt, in consideration for FS agreeing to provide the Services, the Investor’s execution of the Subscription Agreement and Escrow Agreement shall constitute, at common law, an offer by the Investor to contract on the terms of, and with the parties named in, the Subscription Agreement and Escrow Agreement, such an offer being irrevocable save in accordance with Clause 5.5(a) below.

(g) The Investor agrees and acknowledges that the irrevocable nature of his offer is a necessary precondition for FS to provide the Services to the Investor, and FS, in agreeing to provide the Services to the Investor, has provided good consideration at law for all offers made in accordance with Clauses 5.4(e) and 5.4(f) to remain irrevocable save as set out in Clause 5.5(a) below; and

(h) it is accompanied by a general risk disclosure acknowledgment, in the form prescribed by the MAS, as well as a confirmation of no change to any of the Investor’s Registration Data.

 
5.5 Notwithstanding the submission of a valid Participation Notice by the Investor:

(a) the Investor shall be entitled to withdraw his Participation Notice by providing a withdrawal notice (the “Withdrawal Notice”) over the Platform within three days after the submission of the Investor’s Participation Notice (the “Cooling-off Period”), subject to FS charging an administrative fee of 0.25% of the Proposed Subscription Quantum or S$50.00, whichever is higher, or such other amount as FS may at its discretion specify. Where one or more Registered Investors have issued a Withdrawal Notice, FS shall, at its sole discretion, be entitled to extend the Campaign End-Date, and this Clause 5 shall apply mutatis mutandis to the extended Campaign End-Date;

(b) in the event that the Registered Fund Raiser’s account on the Platform is suspended, terminated, or revoked prior to the Disbursement Date, the Subscription Agreement shall automatically terminate, and the Proposed Subscription Quantum contributed by the Investor into the Escrow Account shall be refunded by the Escrow Agent without interest thereon;

(c) in the event that the Aggregate Campaign Proceeds is less than the Target Amount upon the expiry of the Campaign End-Date, FS shall be entitled (but not obligated) to:

(i) cancel the Subscription Request, whereupon the Subscription Agreement shall automatically terminate, and the Proposed Subscription Quantum contributed by the Investor into the Escrow Account shall be refunded by the Escrow Agent without interest thereon; or

(ii) proceed with the Subscription as far as practicable, provided always that the terms of Subscription shall be no less favourable to the Investor than if the Target Amount had been raised;

(d) in the event that the Aggregate Campaign Proceeds exceeds the Target Amount, subject to FS’ discretion, the Target Amount shall be allocated to Registered Investors on a first-come-first-served basis (i.e. Registered Investors shall be ranked in order in which the Proposed Subscription Quantum in respect of that Registered Investor’s Participation Notice is received, in immediately available funds, in the Escrow Account, and a Registered Investor whose Proposed Subscription Quantum is received earlier in time shall have priority over one whose Proposed Subscription Quantum is received later in time). Subject to FS’ discretion, the entire Proposed Subscription Quantum of the  last Registered Investor(s) whose investment causes the Aggregate Campaign Proceeds to exceed the Target Amount may be refunded by the Escrow Agent to the relevant Registered Investor(s) without interest thereon, and the Campaign End-Date may be extended by FS at its sole discretion, and this Clause 5 shall apply mutatis mutandis to the extended Campaign End-Date.

For illustration purposes, in the event that the Campaign Period expires on 5 January 2018, the Target Amount is $1,000,000 and the Aggregate Campaign Proceeds amount to $1,100,000 in the following proportions:

 

Registered Investor

Date & Time of Receipt of Funds

Proposed Subscription Quantum

Registered Investor A

1 January 2018, 5.00 pm

$500,000

Registered Investor B

2 January 2018, 3.00 pm

$300,000

Registered Investor C

2 January 2018, 3.30 pm

$300,000

 

 

$1,100,000

 

the Target Amount may be allocated as follows:

 

Registered Investor

Proposed Subscription Quantum

Allocated Amount

Refunded Amount

Registered Investor A

$500,000

$500,000

-

Registered Investor B

$300,000

$300,000

-

Registered Investor C

$300,000

-

$300,000

 

$1,100,000

$800,000

$300,000

 

 

Balance available for Subscription

$200,000

 

5.6 Once a Subscription pursuant to a Subscription Request has been confirmed in accordance with Clause 5.5 above, the Escrow Agent is authorised to disburse the confirmed Target Amount, or such lesser amount as FS may designate in accordance with Clause 5.5(c)(ii) above, including the Investor’s share thereof, to the Registered Fund Raiser on the Disbursement Date from the Escrow Account, subject to the deduction of the Service Fee and any applicable bank transfer fees. FS shall then update the Platform to reflect the total investment amount received by the Registered Fund Raiser in respect of the Subscription Request.

5.7 Each Subscription Agreement shall include the terms set out in Clause 5.5 and 5.6 above save as otherwise stated, with FS’ prior written consent.

5.8 The Investor irrevocably and unconditionally agrees that this Clause 5 is subject to the internal policy guidelines of FS, which may be varied, amended or added to from time to time. Any variations, amendments or additions to any part of this Clause will be notified to the Fund Raiser through the Platform, and shall be deemed to be accepted by the Investor in accordance with Clause 1.3 above.

6. LOAN REQUESTS

6.1 Following successful registration as a Registered Investor, the Investor shall be able to participate in Loan Requests by Registered Fund Raisers.

6.2 Each Loan Requests may be accessed electronically over the Platform, may include such details as may be specified by FS at its absolute discretion which may, but does not necessarily, include:

(a) the aggregate Loan Amount required by the Registered Fund Raiser (the “Target Amount”);

(b) the proposed drawdown date;

(c) purpose of the funds raised

(d) the intended tenure for the funds of the loan;

(e) the principal and interest repayment structure;

(f) details of the persons and/or entities (the “Guarantor(s)”) who will issue an on-demand guarantee, in a form prescribed by FS (the “Guarantee”), in favour of all Registered Investors who participate in a Loan Request, to secure the amounts owing by the Registered Fund Raiser to such Registered Investors under the Loan Agreement, in the event of any default by the Registered Fund Raiser; and

(g) the maximum period (the “Campaign Period”) that the Loan Request shall remain open for Registered Investors to give notice of their agreement to participate in such Loan Request (the “Participation Notice”).

(collectively, the “Fund Raising Terms”)

6.3 The Loan Request shall remain open for Registered Investors to submit a Participation Notice until such time that the aggregate amount proposed to be invested under the Participation Notices submitted match or equal the Target Amount or until the expiry of the Campaign Period, whichever is earlier (the “Participation Window”). Once posted, Registered Fund Raisers may not withdraw their Loan Requests.

6.4 The Investor’s Participation Notice shall be considered valid only if:

(a) it is submitted electronically by the Investor over the Platform in the prescribed manner in response to a Loan Request;

(b) it is submitted before the expiry of the Participation Window (the “Campaign End-Date”);

(c) it set outs the quantum which the Investor wishes to provide to the Registered Fund Raiser for such Loan Request (the “Proposed Loan Quantum”), which shall be equal to or exceed the prescribed minimum tranche of S$1,000;

(d) the Proposed Loan Quantum is paid into the Escrow Account by the Investor in accordance with the payment instructions specified by FS at its absolute discretion;

(e) the Investor unconditionally agrees to and electronically accepts, over the Platform, all the terms and conditions of the Loan Agreement and the Escrow Agreement, which are prompted to the Investor when submitting the Participation Notice;

(f) For the avoidance of doubt, in consideration for FS agreeing to provide the Services, the Investor’s execution of the Loan Agreement and Escrow Agreement shall constitute, at common law, an offer by the Investor to contract on the terms of, and with the parties named in, the Loan Agreement and Escrow Agreement, such an offer being irrevocable save in accordance with Clause 6.6(a) below.

(g) The Investor agrees and acknowledges that the irrevocable nature of his offer is a necessary precondition for FS to provide the Services to the Investor, and FS, in agreeing to provide the Services to the Investor, has provided good consideration at law for all offers made in accordance with Clauses 6.4(e) and 6.4(f) to remain irrevocable save as set out in Clause 6.6(a) below; and

(h) the Investor confirms and accepts the general risk disclosure acknowledgment, in the form prescribed by the MAS, and confirms that there has been no change to any of the Investor’s Registration Data.


6.5 If any of the conditions in Clause 6.4 is not fulfilled, the Participation Notice of such Registered Investor shall be invalid, and if the Loan Agreement and/or the Escrow Agreement set out in Clause 6.4(e) have already been entered into, the parties thereto shall be released and discharged from their respective obligations under the agreement(s) with no claim against the other for costs, damages, compensation or otherwise save in respect of existing breaches (if any) and except for the respective obligations, covenants or undertakings which, pursuant to the terms of the agreement(s), are to survive such termination.

6.6 Notwithstanding the submission of a valid Participation Notice by the Investor:

(a) the Investor shall be entitled to withdraw his decision to extend the Loan to the Registered Fund Raiser by providing a withdrawal notice (the “Withdrawal Notice”) over the Platform within three days after the submission of the Investor’s Participation Notice (the “Cooling-off Period”), subject to FS charging an administrative fee of 0.25% of the Proposed Loan Quantum or S$50.00, whichever is higher, or such other amount as FS may at its discretion specify. Where one or more Registered Investors have issued a Withdrawal Notice, FS shall, at its sole discretion, be entitled to extend the Campaign End-Date, and this Clause 6 shall apply mutatis mutandis to the extended Campaign End-Date;

(b) in the event that the Registered Fund Raiser’s account on the Platform is suspended, terminated or revoked, or if FS determines that an Event of Default has occurred, prior to the Disbursement Date, the Loan Agreement shall automatically terminate and the Proposed Loan Quantum contributed by the Investor into the Escrow Account shall be refunded by the Escrow Agent without interest thereon;

(c) in the event that the Aggregate Campaign Proceeds is less than the Target Amount upon the expiry of the Campaign End-Date, FS shall be entitled (but not obligated) to:

(i) cancel the Loan Request, whereupon the Loan Agreement shall automatically terminate, and the Proposed Loan Quantum contributed by the Investor into the Escrow Account shall be refunded by the Escrow Agent without interest thereon; or

(ii) proceed with the Loan as far as practicable, provided always that the terms of the Loan shall be no less favourable to the Investor than if the Target Amount had been raised;

(d) in the event that the Aggregate Campaign Proceeds exceeds the Target Amount, subject to FS’ discretion, the Target Amount shall be allocated to Registered Investors on a first-come-first-served basis (i.e. Registered Investors shall be ranked in order in which the Proposed Loan Quantum in respect of that Registered Investor’s Participation Notice is received, in immediately available funds, in the Escrow Account, and a Registered Investor whose Proposed Loan Quantum is received earlier in time shall have priority over one whose Proposed Loan Quantum is received later in time). Subject to FS’ discretion, The entire Proposed Subscription Quantum of the  last Registered Investor(s) whose investment causes the Aggregate Campaign Proceeds to exceed the Target Amount may be refunded by the Escrow Agent to the relevant Registered Investor(s) without interest thereon, and the Campaign End-Date may be extended by FS at its sole discretion, and this Clause 6 shall apply mutatis mutandis to the extended Campaign End-Date.

For illustration purposes, in the event that the Campaign Period expires on 5 January 2018, the Target Amount is $1,000,000 and the Aggregate Campaign Proceeds amount to $1,100,000 in the following proportions:

 

Registered Investor

Date & Time of Receipt of Funds

Proposed Loan Quantum

Registered Investor A

1 January 2018, 5.00 pm

$500,000

Registered Investor B

2 January 2018, 3.00 pm

$300,000

Registered Investor C

2 January 2018, 3.30 pm

$300,000

 

 

$1,100,000

 

the Target Amount shall be allocated as follows:

 

Registered Investor

Proposed Loan Quantum

Allocated Amount

Refunded Amount

Registered Investor A

$500,000

$500,000

-

Registered Investor B

$300,000

$300,000

-

Registered Investor C

$300,000

-

$300,000

 

$1,100,000

$800,000

$300,000

 

 

Balance available for Subscription

$200,000

 

6.7 Once the Loan pursuant to a Loan Request has been confirmed in accordance with Clause 6.6 above, the Escrow Agent is authorised to disburse the confirmed Target Amount, including the Investor’s share thereof, to the Registered Fund Raiser on the Disbursement Date from the Escrow Account, subject to the deduction of the Service Fee and any applicable bank transfer fees. FS shall then update the Platform to reflect the total Principal Loan Amount received by the Registered Fund Raiser in respect of the Loan Request.

6.8 Each Loan Agreement shall include the terms set out in Clause 6.6 and 6.7 above save as otherwise stated, with FS’ prior written consent.

6.9 For the avoidance of doubt, the Guarantee shall be severally or jointly (with other Registered Investor(s)) enforceable by the Investor against the Guarantor(s), in accordance with the terms thereof. Each participating Registered Investor shall also be able to severally or jointly (with other Registered Investor(s)) enforce his own Loan Agreement with any particular Registered Fund Raiser.

6.10 The Investor irrevocably and unconditionally agrees that this Clause 6 is subject to the internal policy guidelines of FS, which may be varied, amended or added to from time to time. Any variations, amendments or additions to any part of this Clause will be notified to the Investor through the Platform, and shall be deemed to be accepted by the Investor in accordance with Clause 1.3 above.

7. ESCROW ARRANGEMENT

7.1 The Investor understands and acknowledges that FS will not hold any monies received from either Registered Fund Raisers or Registered Investors in connection with any Subscription Request, Subscription Agreement, Loan Request, or Loan Agreement. All payments by Registered Investors and Registered Fund Raisers in connection with any Loan Request or Loan Agreement shall be placed into the Escrow Account, and such funds shall at all times remain the monies of the Registered Investors and Registered Fund Raisers respectively, to be applied by the Escrow Agent in accordance with the terms of the relevant Escrow Agreements.

7.2 The role of FS and the Escrow Agent shall be purely administrative and neither the Escrow Agent nor FS shall be deemed or considered to be a trustee or fiduciary to any party in respect of any funds standing to the credit of the Escrow Account.

7.3 The Escrow Agent is appointed and authorised to deal with any monies standing to the credit of the Escrow Account, strictly in accordance with the terms of the Escrow Agreements. By accepting this Investor’s Agreement, the Investor expressly agrees to such appointment and agrees to authorise and ratify any action taken by the Escrow Agent in this capacity.

7.4 The Investor’s account on the Platform shall provide a running record of all monetary transactions effected by the Investor in favour of FS or any Registered Fund Raiser, or by FS or any Registered Fund Raiser in favour of the Investor, via the Platform and/or in relation to any Loan Agreement.

8. REPAYMENT

8.1 For funds raised by way of the Loans, each Registered Fund Raiser shall repay the respective Principal Loan Amounts, as well as any interest thereon, to the Registered Investors issuing the respective Loans strictly in accordance with the repayment schedule as specified in each Loan Agreement (the “Repayment Schedule”).

8.2 All such payments under the Repayment Schedule shall be made by the Registered Fund Raisers from the respective Registered Fund Raiser’s Bank Account into the Escrow Account, and the Escrow Agent is authorised to deduct, without notice to any Registered Fund Raiser, from any monies held by the Escrow Agent on behalf of that Registered Fund Raiser in the Escrow Account, any payments due to any Registered Investor under a Repayment Schedule.

8.3 Prepayment:

(a) In the event that a Registered Fund Raiser wishes to settle all outstanding Loan Agreements in respect of a particular Loan Request, in full but not in part, at any time prior to their full tenure, it may do so by providing FS with at least one month notice in the prescribed form (the “Early Settlement Notice”) over the Platform.

(b) Upon receipt of an Early Settlement Notice, FS shall notify that Registered Fund Raiser, the Escrow Agent and all participating Registered Investors of the aggregate amount payable by that Registered Fund Raiser to effect the early settlement (“Early Settlement Amount”), comprising of the full outstanding Principal Loan Amounts, together with all accrued interest thereon and an early settlement fee amounting to 1.5% of the outstanding Principal Loan Amounts (“Early Settlement Fee”).

(c)  Upon confirmation of receipt of the Early Settlement Amount by the Escrow Agent, the Escrow Agent shall:

 (i) repay the outstanding Principal Loan Amount and accrued interest thereon to each participating Registered Investor;

 (ii) distribute 2/3 of the Early Settlement Fee (i.e. 1% of the outstanding Principal Loan Amounts) amongst the participating Registered Investors, in proportion to their respective Principal Loan Amounts; and

 (iii) pay to FS the balance of the Early Settlement Fee.

9. LATE PAYMENT & EVENTS OF DEFAULT

Late Payment

9.1 Subject to Clause 9.2 below, if a Registered Fund Raiser defaults in making full payment of any amount due under a Repayment Schedule and as a result of such default, the amount held on behalf of that Registered Fund Raiser in the Escrow Account is insufficient to cover the payments due and payable to the Registered Investors under the applicable Repayment Schedule, the Registered Fund Raiser may remedy the breach and continue the Loan Agreements with the Registered Investors subject to settling the full outstanding amount, together with the next instalment payment, when due (the “Grace Period”), plus a late payment fee amounting to 1% of the outstanding Principal Loan Amounts at the point of default, or the sum of S$1,000, whichever is higher (the “Grace Period Fee”).

9.2 In the event that the Fund Raiser defaults on the final (or only) instalment payment in the Repayment Schedule and there are no further instalment payments due under the Repayment Schedule, the Grace Period referred to in Clause 9.1 shall not apply and instead the Fund Raiser shall have 30 days to settle the full outstanding amount together with the Grace Period Fee in order to remedy the breach and continue the Loan Agreements with the Registered Investors.

9.3 The Investor acknowledges and agrees that the Grace Period Fee shall be for the account of, and distributed solely to FS.

Events of Default

9.4 An Event of Default shall be deemed to have occurred for the purposes of Clause 12.1(b) of the Fund Raiser’s Agreement only if the Registered Fund Raiser fails to pay the sum due at the end of the Grace Period or the end of the period referred to in Clause 9.1 (including the Grace Period Fee) in full. For the avoidance of doubt, in the event that the Registered Fund Raiser makes full payment of the amount due at the end of the Grace Period or the end of the period referred to in Clause 9.2, an Event of Default shall not be deemed to have occurred, notwithstanding that the Registered Fund Raiser failed to comply with the repayment of debt under the Repayment Schedule.

9.5 If FS becomes aware or determines that an Event of Default has occurred, FS shall be entitled to:

(a) where applicable, request for an explanation for the Event of Default from that Registered Fund Raiser (the “Defaulting Fund Raiser”);

(b) where applicable, report such Event of Default to third party credit bureaus from which the credit ratings of the Defaulting Fund Raiser were obtained, and adjust FS’ internal credit rating of the Defaulting Fund Raiser; and/or

(c) provide written notice to the Defaulting Fund Raiser, all participating Registered Investors and the Escrow Agent (the “Termination Notice”) that all Loan Agreements entered into between the Defaulting Fund Raiser and Registered Investors shall automatically terminate forthwith from the date of such Termination Notice.

9.6 Upon such termination:

(a) the outstanding Principal Loan Amounts and all accrued interest thereon;

(b) the outstanding Grace Period Fee (if applicable); and

(c) a default termination fee amounting to 1% of the Outstanding Principal Loan Amounts, or the sum of S$1,000, whichever is higher (“Default Termination Fee”),

(collectively, the “Default Settlement Amount”),

shall become immediately due and payable by the Defaulting Fund Raiser. For the avoidance of doubt, the Investor acknowledges and agrees that the Default Termination Fee shall be for the account of FS, for the purpose of defraying FS’ administrative costs in connection with the Defaulting Fund Raiser’s default.

9.7 The Defaulting Fund Raiser shall be required to deposit the Default Settlement Amount into the Escrow Account within two (2) Business Days of receipt of the Termination Notice from FS. Upon confirmation of receipt by the Escrow Agent, the Escrow Agent shall:

(a) pay the Default Termination Fee to FS;

(b) distribute the Grace Period Fee (if any) in accordance with Clause 9.3; and

(c) repay the outstanding Principal Loan Amount and accrued interest thereon to each Registered Investor participating in the Loan(s) issued to the Defaulting Fund Raiser.

9.8 In the event the Registered Fund Raiser fails to make full payment of the Default Settlement Amount within the stipulated time period in Clause 9.7:

(a) default interest (the “Default Interest”) shall accrue at the rate of 4% per month, calculated based on a 360-day year, on the outstanding Principal Loan Amounts from the date of the occurrence of the Event of Default until full payment is received by the Escrow Agent from the Defaulting Fund Raiser; and

(b) FS shall be entitled to issue an automated letter of demand to the Defaulting Fund Raiser and if the Defaulting Fund Raiser neglects or fails to comply with such demand, FS shall be further entitled to:

(i) at the cost and expense of the Defaulting Fund Raiser, appoint such persons (including but not limited to third party professional debt collectors and/or legal advisers and/or bailiffs) to collect from and/or institute proceedings against the Defaulting Fund Raiser for such amounts due to the affected Registered Investors (the “Affected Investors”) (including the Investor, as well as FS, if applicable) and, for the avoidance of doubt, the Investor acknowledges and agrees that the costs of engaging such third parties for debt collection (the “Debt Recovery Cost”) shall not only form part of the aggregate outstanding debt, but shall also be deductible upfront from any monies recovered from the Defaulting Fund Raiser prior to any distribution to the Affected Investors;

(ii) facilitate a meeting between the Affected Investors to discuss and agree on any further course of action and all Affected Investors agree that FS may disclose their personal information to other Affected Investors to the extent required for this purpose; and

(iii) undertake such action as may from time to time be authorised (either collectively or separately) by the Affected Investors, including but not limited to requesting the Defaulting Fund Raiser to restructure any remaining amounts payable to the Affected Investors under the Loans and amend the Loans, in a manner that FS deems fit.

9.9 Subject to any agreed loan restructuring pursuant to Clause 9.8, in the event that the Defaulting Fund Raiser’s total outstanding debt (comprising of the Default Settlement Amount, the Default Interest and Debt Recovery Cost) is not paid or collected in full by the Long-Stop Date, the Investor hereby unconditionally and irrevocably agrees that the Escrow Agent may apply any outstanding monies held on behalf of the Defaulting Fund Raiser in the Escrow Account in the following order of priority:

(a) firstly, to reimburse FS for the Debt Recovery Costs incurred (if any);

(b) secondly, to pay FS the Default Termination Fee and Grace Period Fee; and

(c) thirdly, to distribute the surplus rateably amongst the Affected Investors according to their respective sums owed (including any Default Interest owed).

9.10 For the avoidance of doubt, neither FS nor the Escrow Agent shall, in any event, be liable to the Investor for any shortfall in the amount recovered from the Defaulting Fund Raiser and the Investor shall, in any event, be free to determine whether an Event of Default has occurred and/or to pursue his own direct claim against the Defaulting Fund Raiser, as it may deem fit, subject to notifying FS in advance of such intention.

10. INVESTOR’S REPRESENTATION AND WARRANTIES

The Investor warrants, represents, and undertakes that:

(a) where he is a natural person, he is above the age of twenty-one (21), or above the age of majority under the law of the jurisdiction where he is domiciled, whichever is higher;

(b) where it is an entity other than a natural person, it is a limited liability partnership or company duly formed or incorporated and validly existing under the laws of Singapore;

(c) the signing and delivery of this Investor’s Agreement and the consummation of the transactions contemplated by it will not result in the breach of any of the terms or conditions of, or constitute a default under, any agreement, commitment or other instrument to which the Investor is a party or by which he or his assets are bound, or violate any law, order, regulation of any governmental or judicial body or agency (including any relevant stock exchange or securities council) to which the Investor is a party or by which he or his assets are bound, whether in Singapore or elsewhere;

(d) the Investor has full legal capacity and the power and authority to enter into and give effect to his obligations under this Investor’s Agreement and all steps required to be taken by him to authorise the entry into and giving effect to this Investor’s Agreement (as the case may be) have been properly taken;

(e) the obligations expressed to be assumed by him under this Investor’s Agreement are legal, valid and binding obligations enforceable against the Investor in accordance with the terms herein;

(f) no litigation, arbitration or administrative proceedings are taking place, pending or threatened against the Investor, any of its partners or directors (as the case may be) or any of his assets;

(g) no governmental, administrative, regulatory or other official investigation or inquiry concerning the Investor is in progress, threatened or pending and there are no circumstances likely to lead to any such investigation or inquiry. No claims, complaints, demands or notices (whether in writing or otherwise) have been received by the Investor in respect of the same;

(h) the Investor has always complied with the law in all respects;

(i) the Investor has not at any time been charged with, pleaded guilty to, or been found guilty of a criminal offence, or is currently the subject of any criminal investigation or inquiry, whether in Singapore or elsewhere;

(j) the Investor has never been censured, disciplined, publicly criticised by, or made the subject of a court order at the instigation of any regulatory body or other authority concerned with financial services or other business activity;

(k) the Investor shall take all steps, including passing the necessary corporate resolutions (if applicable), required to authorise all Subscription Agreements, Loan Agreements, Escrow Agreements, or any other agreements contemplated under this Investor’s Agreement, and the obligations expressed to be assumed by him under such agreements shall be legal, valid, and binding obligations enforceable against the Investor in accordance with the respective terms therein;

(l) the signing and delivery of any such agreement (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise) and the consummation of the transactions contemplated under such agreement will not result in the breach of any of the terms or conditions of, or constitute a default under, any agreement, commitment, or other instrument to which the Investor is a party or by which he or his assets are bound, or violate any law, order, regulation of any governmental or judicial body or agency (including any relevant stock exchange or securities council) to which the Investor is a party or by which he or his assets are bound, whether in Singapore or elsewhere;

(m) the Investor shall not act in a manner that constitutes a breach of any term of any agreement entered contemplated under this Investor’s Agreement (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise, including this Investor’s Agreement);

(n) all information provided by the Investor pursuant to Clause 3.1 (prior to him becoming a Registered Investor), through the Platform, or under this Investor’s Agreement shall be true, correct and not misleading in any respect as at the date it is provided and the Investor shall forthwith notify FS in writing when any information earlier provided becomes untrue, false or misleading in any respect;

(o) the Investor is solely responsible for any activity undertaken on his Platform account;

(p) the Investor will only use the Platform for its intended purpose and not for or in furtherance of any unlawful or fraudulent purposes or in a manner that may cause FS to incur legal liability or disrupt others’ use of the Platform;

(q) the Investor will not take any action that may interfere with or disrupt the smooth and/or efficient operation and/or performance of the Platform;

(r) the Investor shall promptly notify FS of any instances in which a Registered Fund Raiser, or former Registered Fund Raiser, contacts the Investor other than through the internal messaging system of the Platform or attempts to enter into any loan agreement with the Investor other than through the Platform and Services;

(s) the Investor shall promptly notify FS of the occurrence of any event described in Clause 11.1(a) to (c) below.

11. SUSPENSION AND TERMINATION OF SERVICE

11.1 Without prejudice to Clause 3.6 above, FS reserves the right to, temporarily or permanently, (a) terminate, suspend or restrict the access of the Investor to the Platform, (b) refuse use of the Services by the Investor, or (c) reject, cancel, interrupt, remove or suspend any Subscription Request or Loan Request, at any time, without incurring liability of any kind to the Investor, at its absolute discretion and without assigning any reason. Without limiting the generality of the foregoing, FS may do so if any of the following events occur:

(a) any representation or warranty made by the Investor under this Investor’s Agreement or through any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise) is incomplete, untrue, incorrect, or misleading, in any material respect;

(b) the Investor is in breach of the terms of this Investor’s Agreement or of any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise);

(c) it is or becomes unlawful for the Investor to perform any of its respective obligations under this Investor’s Agreement or any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise);

(d) FS reasonably suspects that the Investor’s account has been, is or is going to be used for illegal, fraudulent or unauthorised purposes;

(e) FS reasonably suspects that the Investor is in breach of the terms of this Investor’s Agreement or of any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise);

(f) the Investor does not access his account for a continuous period of 365 days;

(g) it is or becomes unlawful for FS to perform any of its obligations under this Investor’s Agreement;

(h) there is scheduled downtime or recurring downtime;

(i) FS undertakes any modification, upgrading, suspension, discontinuation of the provision of or removal of the Platform and/or Services (whether in whole or in part) in accordance with Clause 4.9; or

(j) there is an occurrence of a Force Majeure Event.

11.2 The Investor agrees that he may terminate his account only if there is no Loan Agreement currently in force between the Investor and a Registered Fund Raiser.

11.3 Any termination, suspension or revocation of the Investor’s account shall not affect any accrued rights and/or liabilities prior to such action being taken or the respective obligations, covenants or undertakings which are, expressly or impliedly, to survive such termination, suspension or revocation. For the avoidance of doubt, any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise) prior to the termination, suspension or revocation of the Investor’s account shall continue in full force and effect, notwithstanding such termination, suspension, or revocation.

12. FORCE MAJEURE

FS shall not be in breach of this Investor’s Agreement, nor liable for any failure or delay in the performance of any other obligations under this Investor’s Agreement arising from or attributable to acts, events, omissions, accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical, or biological contamination, or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion, or accident;

(g) any labour or trade dispute, strikes, industrial action, or lockouts;

(h) non-performance by suppliers or subcontractors;

(i) interruption or failure of utility service; or

(j) net access failure, ISP equipment failure, host equipment failure, communications network failure and/or power failure.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 The names, images and logos (the “Marks”) identifying FS or third parties and their products and services are subject to copyright, design rights and trade marks of FS and/or third parties, and all rights to the Marks are expressly reserved by FS or the relevant third parties. Nothing contained in this Investor’s Agreement shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of FS or any other third party, without the prior written consent of FS or such third party. The name of FS or any other of FS’ Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink, without the prior written permission of FS.

13.2 FS and its affiliates and licensors own and retain all right, title and interest in and to (a) the Platform; (b) all hardware, software, and other items used to provide the Services; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio, and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by FS, the Investor shall not imitate, copy, reproduce, modify, publish, transmit, distribute, perform, display, sell, license, create derivative works from, transfer, disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code of, in full or in part and in any way, the Platform or the Services or any information, products, services or other content available on the Platform (the “Platform Contents”). Unauthorised modification and/or interference, misuse, abuse or unauthorised use of the Platform or the Platform Contents may violate FS’ and/or other third party owners’ intellectual property rights, and may also constitute an offence under the Computer Misuse Act (Cap. 50A) of Singapore.

13.3 Nothing contained in this Investor’s Agreement shall be construed as conferring on the Investor by implication, estoppel, or otherwise any licence or right to use the intellectual property rights in the Platform Contents, save that the Investor may:

(a) retrieve and display the Platform Contents on any compatible device owned by the Investor; and

(b) retain a copy of the Platform Contents for archival purposes;

provided that the Investor keeps intact all accompanying copyright and other proprietary notices and further provided that the Platform Contents are used solely for the purpose of obtaining Loans during the term of this Investor’s Agreement and upon such terms and restrictions of use as prescribed in this Investor’s Agreement.

13.4 By submitting, posting or displaying content on or through the Platform, or agreeing or procuring for such content to be posted or displayed, the Investor grants to FS a worldwide, non-exclusive, royalty-free and irrevocable licence to host, transmit, distribute, reproduce, adapt, publish and use such content (including any ideas, inventions, concepts, techniques or know-how disclosed therein) for the purposes of (a) displaying, operating, distributing and promoting the Platform; and/or (b) providing, developing, enhancing and marketing the Services. FS further reserves the right to retain an archival record of all such content including those deleted or removed by the Investor.

13.5 The Investor undertakes not to post any content that infringes the intellectual property rights or other rights of any third party, and further warrants that it shall be able to demonstrate to FS’ full satisfaction upon request that (i) the Investor owns or otherwise controls all rights to the content in its postings, or that the content in its postings is in the public domain; or (ii) the Investor has full authority to act on behalf of any and all owners of any right, title or interest in and to any content in its postings to use such content and to grant the licence rights set out in Clause 13.4 above.

13.6 In the event that the Investor downloads any software, applications or script from the Platform, the software applications or script, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to the Investor by FS on a non-exclusive, non-transferable, and non-sub-licensable basis for the sole purpose only of utilising the Services in accordance with this Investor’s Agreement. For the avoidance of doubt, FS does not transfer title, ownership or any other rights to the Software to the Investor. The Investor shall not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise deal with the Software. Any Software downloaded from the Platform shall be at the Investor’s own risk.

14. DISCLAIMERS

14.1 The Investor acknowledges that FS’ principal role is to operate the Platform to bring Registered Fund Raisers and Registered Investors together, and to help administer the Subscription process, or the process of granting Loans and to facilitate the payments and collection of sums due under or in connection with those Loans (including taking certain actions on behalf of Affected Investors upon the default of a Registered Fund Raiser, as may be requested from time to time).

14.2 Save as set out in this Investor’s Agreement, FS will not perform any management or administrative functions on the Investor’s behalf. The Investor agrees and accepts that FS is not and will not be acting in any capacity as a placement agent or a financial advisor for any Subscription or Loan that takes place, if any. FS does not in any manner warrant that a Subscription or Loan Request can or will be fulfilled, or that any Registered Fund Raiser who has submitted a Subscription Request or Loan Request on the Platform will perform the terms of the relevant agreements in accordance with the terms thereof.

14.3 The content and material available on the Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice (investment, legal, tax or otherwise) or recommendation to buy or sell investments, securities or any other financial services or banking product. Under no circumstances will FS be responsible for any loss, damage or liability incurred by the Investor resulting from its reliance on information or other content posted on the Platform.

14.4 The Investor acknowledges that the some of the Registered Fund Raisers on the Platform are often in a very early stage of company growth or in a start-up phrase, and hence participating in a Subscription Request or Loan Request is associated with high risk, and all or parts of its investment/monies may be lost.

14.5 In making its decision on whether to participate in a Subscription Request or Loan Request, the Investor shall rely on its own assessment of the merits and risks associated with granting funds to the relevant Registered Fund Raiser, and, where necessary, obtain specific professional advice in connection therewith. For the avoidance of doubt, the approval of any Registered Fund Raiser’s Subscription Request or Loan Request is not a representation that (i) FS has performed any due diligence on any such Registered Fund Raiser or the terms of such investment; (ii) all information provided by the Registered Fund Raiser on the Platform is complete, accurate, clear, or fair; or (iii) the Investor will be able to recoup his investment, or the Registered Fund Raiser is able to repay the funds in accordance with the Repayment Schedule.

14.6 The Investor agrees that all Subscriptions and Loans are made at his own risk and under no circumstances will FS be responsible for any loss, damage or liability incurred by the Investor resulting from any transactions undertaken on or through the Platform and/or the Services or from its reliance on information or other content posted on the Platform. The Investor understands and agrees that he retains complete control and discretion over whether or not to invest in a Registered Fund Raiser and on what terms and over all other aspects of his participation in the Platform and agreements made through the Platform.

14.7 For the avoidance of doubt, any credit and fraud risk assessment carried out by FS on any Registered Fund Raiser is at FS’ sole discretion, and is based on information provided by the Registered Fund Raiser and credit information obtained from third party credit bureaus. FS makes no representation or warranty as to the accuracy, reliability, or validity of its credit and fraud risk assessment. Where details of FS’ credit and fraud risk assessment may be provided to the Investor, the Investor understands and agrees that such assessment is intended to be informative only and the Investor shall form his own opinion regarding the creditworthiness of a Registered Fund Raiser and undertake his own research, analysis, and assessment of each Registered Fund Raiser for each Subscription or Loan and, where appropriate, seek his own independent financial advice.

14.8 The Investor acknowledges and agrees that FS, its affiliates, subsidiaries, successors and/or assigns, as well as each of their directors, officers, partners, advisers, employees, or agents may, from time to time, subscribe for shares in, be employed by, hold office in (whether as a director or officer, or otherwise), or be remunerated any other way by any Fund Raiser, and the Investor agrees that he shall have no claims in respect of any matters arising out of this Clause 14.8.

14.9 The Investor acknowledges that the use of the Platform and Services involves risks including, but without limitation, the risk of the Platform discontinuing its services and the risks of default by Registered Fund Raisers.

14.10 The Investor acknowledges and agrees that this Investor’s Agreement and the membership of the Investor of the Platform do not in any way constitute an obligation on FS to procure investments for the Investor or constitute a warranty by FS that any Subscription Requests or Loan Requests will be available for investment by the Investor.

14.11 The Services, Platform and Platform Content are provided on an “AS IS” and “AS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether express, statutory or implied by law). FS and its licensors expressly disclaim to the fullest extent permitted by law all express, implied and statutory warranties including, without limitation, the warranties as to the functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for any general or particular purpose, non-infringement of proprietary rights, and good title, of the Services, Platform and Platform Content.

14.12 Without limiting the foregoing, FS does not warrant that the Services, functions contained in, or access to the Platform or other Platform Content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Platform or its Platform Contents will be free of infection by computer viruses, and/or other harmful or corrupting code, programme, macro, or such other unauthorised software, or that the download, installation or use of any Software or Platform Content in or with any computer will not affect the functionality or performance of the computer. The Investor (and not FS) shall assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer. The Investor unconditionally and irrevocably agrees not to hold FS liable for the loss of any of the content in his computer that is due to use of the Platform, the Services or the Platform Content.

14.13 The Investor acknowledges that the Platform enables other users to upload content onto the Platform and send messages via the internal messaging system, and that some of such content may be offensive, annoying, unlawful, contain viruses or cause damage to the Investor. As such, the Investor agrees to access and use such content at his own risk and with care and discretion. While FS may remove any such content brought to its notice at its sole and absolute discretion, the Investor acknowledges and agrees that FS is under no obligation to monitor or review the content posted by other users of the Platform, and assumes no responsibility or liability arising from such content. FS further disclaims all responsibility and liability arising from the actions of other users of the Platform (including but not limited to any harassment of the Investor or its partners or directors or shareholders (as the case may be) or any proceedings taken out against the Investor).

14.14 The Platform contains links to other websites which are not maintained by FS. Similarly, other websites may contain links to the Platform. FS has no control over such sites and resources, and the Investor acknowledges and agrees that FS is not responsible for the availability or contents of those websites and shall not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to the Investor as a user of the Platform, and does not imply FS’ endorsement of the linked website or association with their operators. FS disclaims all responsibility and liability, direct or indirect, for any damage or loss (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at the Investor’s own risk.

14.15 Certain Services may be provided by third parties (the “Third Party Services”), and such Third Party Services may be incorporated into other Services, offered on the Platform and/or provided through links on the Platform. FS bears no responsibility for the accuracy, reliability, completeness or suitability of the Third Party Services or any content of the Third Party Services, and hereby expressly disclaims all liabilities and responsibilities relating to the Investor’s use of and reliance on the Third Party Services. The use of such Third Party Services shall constitute the Investor’s consent to the disclosure of information provided by the Investor to the Platform to the providers of the Third Party Services, and FS bears no responsibility for the usage, retention or disclosure by such third party providers of the information provided.

14.16 The Investor agrees that the Services may include advertisements which may be sent unsolicited to the Investor. The Investor’s dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between the Investor and such advertiser. FS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.

14.17 The Investor acknowledges that FS takes no responsibility to control, review, edit, or amend (a) the content of advertisements on the Platform; and (b) the contents posted or submitted by other users of the Platform or made available in connection with the Third Party Services. Opinions, assessments, advice, statements, or other information or content made available through the Platform, but not directly by FS (including the statements of other users and the content of third party advertisements and Third Party Services), are those of their respective authors and should be used, accepted, relied upon only with care and discretion and at the Investor’s own risk. Such authors or providers are solely responsible for such content. FS does not: (a) guarantee the timeliness, accuracy, integrity, quality, completeness, reliability, or usefulness of any information; or (b) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice or statement made on the Platform.

14.18 For the avoidance of doubt, FS does not represent itself as being in any way connected, associated or affiliated with (a) any third party that may be referred to on the Platform; (b) the providers of any Third Party Services; (c) the operators of third party websites which the Platform links to or from; or (d) the vendors of any goods or services that may be advertised on the Platform.

14.19 FS does not warrant or represent that any information, data, or other content that the Investor stores on or provides to the Platform (collectively the “User Content”) will not be subject to inadvertent damage, temporary unavailability, corruption, or loss. Without limiting the generality of the foregoing, the Investor acknowledges that transmission over the internet and e-mail may be subject to interruption, transmission blackout, or delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet. The Investor undertakes to make archival copies of all User Content. To the maximum extent permitted by law, FS will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store, access, or encrypt any User Content.

14.20 The Investor further agrees that FS does not warrant the security of the User Content and the Investor accepts the risk that any User Content transmitted or received through the Platform and/or Services may be accessed by unauthorised third parties and/or disclosed by FS to third parties purporting to be the Investor or purporting to act under the Investor’s authority.

14.21 The Investor also acknowledges that user authentication on the internet is generally difficult to establish, and hereby accepts the risk that online activities may be subject to fraudulent or deceptive activity. FS does not warrant or confirm: (i) each user’s purported identity; and (ii) that users have not misused their usernames or passwords. FS consequently will not be held liable where there is a dispute or claim involving or relating to the identity of any user.

15. LIMITATION OF LIABILITY

15.1 FS, and its respective directors, officers, employees, agents, affiliates, subsidiaries, contractors, suppliers, successors and assigns, shall not be liable to the Investor for any direct, indirect, punitive, incidental, special, economic, or consequential damages, losses, expenses or liabilities including, without limitation, damages for loss of use, loss of contracts, loss of opportunity, loss of reputation or goodwill, loss of revenue or anticipated profits, loss or corruption of information or data, or losses to third parties, arising out of or in any way connected with:

(a) the use or performance of the Platform or Services;

(b) the delay or inability to use the Platform or Services;

(c) the provision of or failure to provide the Platform or Services;

(d) the suspension, disablement, cancellation, or revocation of the Investor’s account in accordance with this Investor’s Agreement;

(e) any information, data, software, products, services and related graphics obtained through the Platform or Services; or

(f) any reliance on any statement, opinion, representation or information on the Platform or Services,

whether the cause of action is legal or equitable, based in contract, tort, strict liability, or otherwise, and whether or not FS was informed of the possibility of such loss or damage, except where such loss or damage arises from fraud or wilful default on the part of FS.

15.2 In the event that FS is liable for any damages, the Investor agrees that FS’ aggregate liability to the Investor for any and all damages, losses, and causes of action (whether in contract, tort or otherwise including, without limitation, negligence, or otherwise) in relation to the Platform and Services shall not exceed the total amount of fees and charges paid to FS in respect of any Subscription Agreements or Loan Agreements entered into by the Investor in the 6 month period immediately preceding the time such liability arose.

15.3 Without prejudice to the other provisions herein, the Investor hereby agrees to indemnify and hold harmless FS and its subsidiaries, affiliated companies, directors, officers, agents, partners, and employees (collectively the “Indemnified Parties”), at all times against any and all actions, proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses, which the Indemnified Parties may sustain, incur, suffer or pay, arising out of, in connection with or pursuant to:

(a) the Indemnified Parties’ performance of obligations and responsibilities to the Investor under this Investor’s Agreement;

(b) the taking of any steps by the Indemnified Parties pursuant to instructions given by the Investor in relation to the Platform and/or Services;

(c) the involvement of the Indemnified Parties in any agreement entered into pursuant to any Subscription Request or Loan Request (including any Subscription Agreement, Loan Agreement, Escrow Agreement, or otherwise);

(d) the access to and/or the use of the Platform or Services by the Investor, whether or not such access or use was authorised or whether it was due to any act or omission on its part;

(e) the breach of this Investor’s Agreement, and/or any terms and conditions applicable to the Platform and/or Services, by the Investor;

(f) the violation by the Investor of any rights of another person or entity;

(g) any negligence, fraud and/or misconduct by the Investor; or

(h) the breach by the Investor of any statutory requirement, duty or law.

16. PRIVACY & DATA PROTECTION

16.1 For the purpose of this Clause, “personal information” means any information, whether true or not, by which the Investor (or its partner, directors, shareholders or officers (as the case may be)) can be personally identified, including its name, address, telephone number, email address, billing and account information, credit or debit card information and other information incidental to providing goods or services.

16.2 The Investor agrees that FS may collect personal information from him when he voluntarily provides FS with such information, such as when registering with the Platform, adding information to its account (including but not limited to amending or adding to the Account Information), participating in a Loan Request, or through the Investor’s utilisation of the Services or the Investor’s access or viewing of the Platform. Personal information submitted by the Investor via the Platform shall be deemed to be collected by FS with the Investor’s permission.

16.3 The Investor acknowledges and agrees that all personal information collected from the Investor via the Platform or otherwise are non-proprietary and non-confidential and may be utilised by FS:

(a) for the specific purpose for which it was volunteered;

(b) for the provision of Services to the Investor;

(c) to confirm the Investor’s identity and ensure that he is eligible to access and use the Services provided on the Platform;

(d) to conduct due diligence checks in accordance with all applicable laws (including any ‘know-your-client’, anti-money laundering and countering the financing of terrorism laws, regulations and requirements);

(e) to verify and approve the postings the Investor makes on the Platform;

(f) to process and respond to any enquiries or requests raised by the Investor;

(g) to assess and determine whether an Event of Default has occurred;

(h) to facilitate debt recovery or other follow-up action on behalf of Affected Investors;

(i) to evaluate whether to, temporarily or permanently, suspend, revoke, or terminate the Investor’s account;

(j) to understand the Investor’s needs and preferences;

(k) to inform or update the Investor about products or Services that may be of interest to the Investor, subject to Clause 16.12;

(l) to market, sell, or provide the Platform and/or Services;

(m) to monitor, manage, and develop FS’ business and operations, administer accounts, and collect and process payments;

(n) to conduct statistical or other types of analysis (whether anonymised or not) for research or business intelligence purposes, so as to (i) maintain or improve the Platform’s content, appearance, design and/or utility; (ii) maintain or improve FS’ Services in general; or (iii) sell such research or intelligence data in an aggregated or non-personally identifiable form to third parties;

(o) to update the Investor about changes to the Platform or FS’ operations;

(p) to conduct surveys, research, and evaluations to obtain feedback;

(q) to be used on any social media platform;

(r) to detect and protect FS and other third parties against negligence, fraud, theft and other illegal activities;

(s) to comply with, or as permitted by, any law or regulatory requirement, process or provision; or

(t) as permitted under any other agreement between the Investor and FS.

16.4 The Investor further agrees that the personal information provided by the Investor to FS may be disclosed:

(a) if the Investor has expressly or implicitly consented or such disclosure, or may be deemed to have consented to such disclosure;

(b) if such disclosure is necessary to provide the Investor with the products and/or Services requested for by the Investor, or to respond to the Investor’s queries;

(c) if such disclosure is necessary for the operation of the Platform or FS’ internal processes;

(d) to third parties in connection with any Third Party Services (including without limitation third party credit bureaus, professional debt collectors, and law firms), and further agrees that such personal information provided may extend beyond what is strictly required for the provision by the third parties of the Third Party Services and that FS shall not be liable for the manner or care in which providers of Third Party Services maintain, protect, or utilise the Investor’s personal information;

(e) to third parties who provide services to FS, such services including payment processing, maintenance of the Platform or Services, monitoring of Platform activity, serving of Platform content, maintenance of FS customer database and/or administering of emails;

(f) if required by law or in a good faith belief that such disclosure is reasonably necessary (i) to comply with legal process or regulatory requirements applicable to FS; (ii) to enforce this Investor’s Agreement; (iii) to investigate and defend against any third party claims or allegations; or (iv) prevent or stop any illegal activity, security breaches, or harm to the Platform, FS’ interests, or any of FS’ employees; or

(g) if FS is the subject of a takeover and the Investor’s information forms part of FS’ assets to be transferred to the acquiring entity.

16.5 FS shall be entitled to combine personal information provided by the Investor on the Platform with other information provided by the Investor to FS, and with information from third parties.

16.6 The Investor’s personal information is maintained by FS in electronic form on its equipment, and on the equipment of its employees. Such information may also be converted to physical form from time to time. FS may use technical and/or organisational security measures to protect the Investor’s personal information against accidental and unlawful destruction, loss, or alteration and against unauthorised disclosure or access. Nevertheless, the Investor acknowledges and agrees that communications through the internet are not entirely secure and that any information transferred to FS is done so at the Investor’s own risk. FS does not warrant or guarantee that the information provided by the Investor will not be accessed, copied, used, or disposed of in breach of FS’ security measures, and the Investor agrees not to hold FS liable or responsible for any loss or damage resulting therefrom. In the event of such a breach, FS will, as far as reasonably possible, promptly notify the Investor.

16.7 Personal information collected by FS may be transferred, stored and/or processed outside of Singapore. The Investor agrees that it consents to any such transfer, storage or processing of information outside Singapore. FS will comply with its obligations under the Personal Data Protection Act 2012 and Personal Data Protection Regulations 2014 in relation to personal information transferred, stored, or processed outside Singapore for as long as the information remains in FS’ possession or control during the transfer. FS will take appropriate steps to ensure that the recipient of the personal information who is located outside Singapore is legally obliged to provide a comparable standard of protection for the personal information. However, if personal information needs to be transferred to or stored or processed in countries that have less stringent personal data protection laws than Singapore in order to provide the Investor with the Services requested, the Investor is deemed to consent to such transfer, storage, or processing. The Investor may at any time inform FS that it wishes to withdraw its consent to such transfer, storage, or processing of its personal information.

16.8 For the term of this Investor’s Agreement, the Investor shall maintain and promptly update its personal information to keep it true, accurate, current, and complete. If the Investor provides any personal information that is untrue, inaccurate, out of date or incomplete (or becomes untrue, inaccurate, out of date or incomplete), or FS has reasonable grounds to suspect that the personal information provided by the Investor is untrue, inaccurate, out of date or incomplete, FS may, at its sole discretion, discontinue the Investor’s access to the Platform and/or Services. There may be circumstances where FS will not correct, delete or update the Investor’s personal information, such as (a) where the personal information is opinion data that is kept solely for evaluative purposes; or (b) the personal information is in documents related to a prosecution if all proceedings relating to the prosecution have not been completed.

16.9 FS shall retain all of the Investor’s personal information collected for as long as the Investor continues to use the Platform. If the Investor’s account is terminated in accordance with Clause 11, FS shall not retain the Investor’s personal information for longer than is required for the purposes for which the information may lawfully be used or is otherwise required under any other law for the time being in force, provided that FS may hold the Investor’s personal information in an anonymised and aggregated form for analytic purposes for as long as necessary for FS to provide its Services effectively.

16.10 The Investor may withdraw its consent to FS’ continued use and disclosure of its personal information at any time by providing at least 30 days’ written notice to FS. In withdrawing its consent, the Investor acknowledges that FS may not be able to provide or continue providing certain Services to the Investor and that FS may cease such provision accordingly without any liability.

16.11 The Investor may also seek access to its personal information (to a reasonable extent and as permitted by the Personal Data Protection Act 2012) or seek an account of its personal information. Such account shall be in respect of how the Investor’s personal information has been or may have been generally used or disclosed within the year before the date of the Investor’s request. FS reserves the right to charge a reasonable administrative fee for carrying out the Investor’s request.

16.12 The Platform contains links to other websites which are not maintained by FS. Similarly, other websites may contain links to the Platform. The Investor acknowledges and agrees that FS is not responsible for the data privacy practices of such websites. These other websites may place their own cookies or other files on the Investor’s computer, collect data, or solicit personal information from the Investor. Accordingly, FS does not make any representations concerning the privacy practices or policies of such third parties or terms of use of such websites. Should the Investor decide to visit a third party website linked to the Platform, the Investor shall do this entirely at its own risk. FS encourages the Investor to read the privacy policies of that third party website.

16.13 The Investor consents to receive email messages from and through FS, including messages regarding FS’ products and Services, upcoming special events or seminars, as well as other relevant information that may be of interest to the Investor, to its email address as set out in Clause 3.1(c)(v) or such other email address as may be notified by the Investor to FS in accordance with Clause 18.1 of this Investor’s Agreement, provided that the Investor shall always have the option to decline such communications by following the directions included in FS’ emails or other communications, save for certain notifications that are:

(a) necessary elements of the Investor’s transactions on the Platform (such as confirmations of particular actions the Investor has taken);

(b) required for legal or security purposes; or

(c) meant to inform the Investor of changes to Platform policies or FS’ operations or Services,

which cannot be opted out of.

16.14 FS may record and/or monitor any communication(s) (including telephone calls or other electronic communications) between the Investor and FS. FS may do so in order to resolve queries in the future and/or for the purpose of ensuring security, staff training and complying with its legal and/or regulatory responsibilities.

16.15 The Platform also collects certain non-personally identifiable information about the Investor, including but not limited to the Investor’s domain name, access provider, IP address, and browser language, and browsing or other user unique information or patterns. FS collects the Investor’s IP address in order to facilitate its administration and improvement of the Platform. The information derived from the Investor’s IP address can help FS diagnose server problems, report aggregate information, and determine the fastest route from the Investor’s computer to the Platform.

16.16 FS may also collect non-personally identifiable information from the Investor when he navigates the Platform via “cookies”. FS reserves the right to use cookies to recognise the Investor’s browser and thereby customise and optimise the Platform to the Investor's preferences. In the event the Investor does not wish to receive cookies, the Investor shall be responsible for configuring his internet browser to erase all cookies from the computer’s hard drive, to block all cookies and/or to receive a warning before a cookie is stored. However, in the event the Investor does erase or block the cookies, the Investor agrees that it may not be able to utilise some features on the Platform. In such situations, FS shall not be held liable for any loss or damage resulting from the Investor inability to use those features.

17. CONFIDENTIALITY & NON-DISCLOSURE

17.1 Without the prior written consent of FS or except as otherwise provided in this Investor’s Agreement, the Investor shall not:

(a) distribute or disclose to any third party any of the Confidential Information without FS’ consent;

(b) permit any third party to have access to the Confidential Information;

(c) disclose to a third party any information concerning a possible transaction between the Parties, including the terms, conditions, status, or other facts relating to such transaction, or the fact that the Investor has received Confidential Information from FS; or

(d) disclose to a third party any details and/or contents of any evaluation developed from FS’ Confidential Information.

17.2 Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed to the Investor by FS, and all copies thereof which are in the possession of the Investor, shall be and always remain the property of FS and shall be immediately destroyed upon FS’ written request or upon the termination of this Investor’s Agreement (whichever is earlier).  Further, the Investor shall upon request from FS provide a written certificate duly signed by the Investor or his authorised representative, certifying the Investor’s compliance of its obligations under this Clause.

17.3 No License.  Nothing in this Investor’s Agreement is intended to grant any rights to the Investor, including but not limited to rights under any patent, trademark, or copyright of FS, nor shall this Investor’s Agreement grant the Investor any rights in or to the Confidential Information of FS.

17.4 Remedies. The Investor agrees that any violation or threatened violation of this Clause 17 may cause irreparable injury to FS and the said injury cannot be compensated by monetary compensation and, in addition to all other rights and remedies that FS may have under law and equity, FS will have a right to seek and obtain appropriate injunctive relief and/or specific performance of the Investor’s obligations from courts of competent jurisdiction. FS shall be entitled to recover the cost of enforcing this Clause 17, on a full solicitor-client basis, including any attorney's fees incurred.

17.5 Exclusions. The confidentiality obligations under this Clause 17 shall not apply to:

(a) any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the Investor, or the Investor’s agents, advisers, directors, officers, employees, or representatives;

(b) any information which is required to be disclosed pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body, provided that prior written notice is given to FS of the contents and timing of such disclosure;

(c) any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or in any other applicable jurisdiction;

(d) any information disclosed by the Investor in confidence to its officers, employees, agents, bankers, financial advisers, consultants, and legal or other advisers for a purpose reasonably incidental to this Investor’s Agreement, provided always that the Investor obtains an undertaking from such persons to treat FS’ Confidential Information on the same terms as this Clause 17;

(e) any information which was available to the Investor on a non-confidential basis before disclosure by FS;

(f) information obtained by the Investor from a third party lawfully in possession of such information and without any breach of such third party's obligations of confidentiality; and

(g) information which is independently developed by the Investor from information provided or obtained other than pursuant to or in connection with this Investor’s Agreement, provided such independent development can be proved by documentary evidence.

17.6 Term. The obligations contained in this Clause 17 shall endure, notwithstanding the cessation or termination of this Investor’s Agreement, without limit in point of time.

18. GENERAL PROVISIONS

18.1 Notices:

(a) All notices, demands or other communications required or permitted to be given or made under this Investor’s Agreement by FS to the Investor shall be regarded as effective and received by the Investor if it is made in writing and delivered through the internal messaging system of the Platform, or by hand, or by prepaid registered post, or by facsimile transmission, or by electronic mail, or through the short messaging system (“SMS”). Save as expressly set out otherwise in this Investor’s Agreement, any notices or other communication by the Investor to FS shall be regarded as effective and received by FS only if in writing, sent by prepaid registered mail, to the address of FS.

(b) FS’ address for the purposes of this Investor’s Agreement is as specified on the Platform, and the address, facsimile number, telephone number, and email address of the Investor are as last registered with FS.

(c) Any notice, demand, or communication by FS to the Investor in accordance with this Clause shall be deemed to have been duly served (if sent through the internal messaging system, by hand, sent by facsimile, by electronic mail, or by SMS) immediately or (if sent via prepaid registered post) on the third Business Day after posting. In proving such service, it shall be sufficient to prove that delivery by hand was made or that the envelope containing such notice or document was properly addressed and posted as a prepaid ordinary mail letter or that the internal message or email confirmation note or facsimile transmission report indicates the transmission was successful or that the SMS was properly addressed and despatched.

(d) Any notice, demand or communication by the Investor to FS in accordance with this Clause shall be subject to actual receipt by FS.

18.2 No Partnership or Agency: Nothing in this Investor’s Agreement shall constitute a Party as a partner of the other Party. Nothing in this Investor’s Agreement is intended to constitute a Party as an agent of the other Party and except as otherwise expressly provided under this Investor’s Agreement, no Party shall have any power or authority to act in the name or on behalf of or to incur or accept any liability or obligation binding upon the other Party except with the prior written consent of the other Party.

18.3 Further Assurances: Each Party shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Investor’s Agreement and the transactions hereunder and each Party shall use its best endeavours to procure that any necessary third party shall execute such documents, do such acts and things, and take such further actions as may be reasonably required for giving full effect to the provisions of this Investor’s Agreement and the transactions hereunder.

18.4 Time of Essence: Any date, time, or period mentioned in any provision of this Investor’s Agreement may be extended by mutual agreement between the Parties but as regards any time, date, or period originally fixed and not extended or any time, date, or period so extended as aforesaid, time shall be of the essence.
 
18.5 Remedies: No remedy conferred by any of the provisions of this Investor’s Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute, or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute, or otherwise. The election of any one or more of such remedies by a Party hereto shall not constitute a waiver by such Party of the right to pursue any other available remedies. No failure on the part of a Party hereto to exercise, and no delay in exercising any right under this Investor’s Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right under this Investor’s Agreement preclude any other or further exercise of any right thereof, or of the exercise of any other right.

18.6 Release and Indulgence: Any liability to any Party hereto may in whole or in part be released, compounded or compromised or time or indulgence given by that Party in that Party’s absolute discretion as regards the other Party hereto under such liability without in any way prejudicing or affecting the first Party’s rights against the second Party.

18.7 Assignment: This Investor’s Agreement shall be binding on and shall enure for the benefit of each of the Parties, their respective successors, and any permitted assignee or transferee of some or all of any Party’s rights or obligations under this Agreement. Save as expressly otherwise set out in this Investor’s Agreement, no Party shall have the right to assign or transfer any of such Party’s rights, undertakings, agreements, duties, liabilities, and/or obligations hereunder, without the prior written consent of the other Parties.

18.8 Severance: If any term of this Investor’s Agreement or the application of any such term is held by a court of competent jurisdiction to be wholly or partly illegal, invalid, or unenforceable, the same shall be rendered void, illegal, or enforceable to that extent and no further and, for the avoidance of doubt, the rest of this Investor’s Agreement shall continue in full force and effect and the legality, validity, and enforceability of the whole of this Investor’s Agreement in any other jurisdiction shall not be affected.

18.9 Third Party Rights: A person who is not a party to this Investor’s Agreement shall have no right under the Contracts (Right of Third Parties) Act (Cap. 53B) of Singapore or under any law to enforce any of its terms, save that FS shall be entitled to grant to any Registered Fund Raiser the right to enforce any or all of the terms of this Investor’s Agreement against the Investor.

18.10 Governing Law and Jurisdiction: This Investor’s Agreement shall be governed by, and construed in accordance with, the laws of Singapore. Any dispute arising out of or in connection with this Investor’s Agreement and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore and the Parties hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

SCHEDULE 1 – EVENTS OF DEFAULT

(a) The Fund Raiser fails to make any payment to FS when due, whether under this Fund Raiser’s Agreement or for the Platform or Services;

(b) Any representation or warranty made by the Fund Raiser under this Fund Raiser’s Agreement or through any agreement entered into pursuant to any Subscription Application or Loan Application (including any Loan Agreement, Escrow Agreement, or otherwise) is incomplete, untrue, incorrect, or misleading in any material respect;

(c) The Fund Raiser is in breach of the terms of this Fund Raiser’s Agreement or any agreement entered into pursuant to any Subscription Application or Loan Application (including any Loan Agreement, Escrow Agreement, or otherwise);

(d) It is or becomes unlawful for the Fund Raiser to perform any of its respective obligations under this Fund Raiser’s Agreement or any agreement entered into pursuant to any Subscription Application or Loan Application (including any Loan Agreement, Escrow Agreement, or otherwise);

(e) There is a change in the nature and/or scope of the Fund Raiser’s business;

(f) The Fund Raiser ceases or threatens to cease to carry on any material part of its business;

(g) Any event or circumstance occurs which FS believes (in its sole and absolute discretion) would have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or prospects of the Fund Raiser;

(h) FS reasonably suspects that the Fund Raiser’s account has been, is or is going to be used for illegal, fraudulent, or unauthorised purposes;

(i) FS reasonably suspects that the Fund Raiser is in breach of the terms of this Fund Raiser’s Agreement or any agreement entered into pursuant to any Subscription Application or Loan Application (including any Loan Agreement, Escrow Agreement, or otherwise); or

(j) The Fund Raiser does not access its account for a continuous period of 365 days.

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