Terms & Conditions
ONBOARDING AGREEMENT (INVESTOR)
If funds are raised by way of a debt instrument, 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”). If the funds are raised by way of an equity instrument, please see the section below on equity instruments.
1. ENTIRE AGREEMENT
- This Investor’s Agreement and the documents referred to herein shall constitute the entire agreement between:
- the Investor; and
- 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.
- 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.
- 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.
In this Investor’s Agreement, unless the context otherwise requires, the following words shall have the following meanings:
“Acceptance Notice”: has the meaning given to it in Clause 5.2; “Acceptance Window”: has the meaning given to it in Clause 5.3; “Account Information”: has the meaning given to it in Clause 3.2(a); “Affected Investor”: has the meaning given to it in Clause 8.8; “Aggregate Campaign Proceeds”: means the total sum paid by Registered Investors into the Escrow Account in accordance with Clause 5.6 in response to a particular 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; “Campaign Period”: has the meaning given to it in Clause 5.2; “Cooling-off Period”: has the meaning given to it in Clause 5.6; “Debt Recovery Cost”: has the meaning given to it in Clause 8.8; “Defaulting Borrower”: has the meaning given to it in Clause 8.5; “Default Interest”: has the meaning given to it in Clause 9.8; “Default Settlement Amount”: has the meaning given to it in Clause 8.6; “Default Termination Fee”: has the meaning given to it in Clause 8.6; “Disbursement Date”: means the date on which the Loan(s) in connection with a particular Loan Request are disbursed from the Escrow Account to a Registered Borrower; “Early Settlement Amount”: has the meaning given to it in Clause 6.3; “Early Settlement Fee”: has the meaning given to it in Clause 6.3; “Early Settlement Notice”: has the meaning given to it in Clause 6.3; “Escrow Account”: means the non-interest bearing deposit account operated by the Escrow Agent, for the sole and exclusive purpose of administering payments from Registered Investors and Registered Borrowers over the Platform; “Escrow Agent”: means Padang Trust Singapore Pte Ltd; “Escrow Agreement”: means the agreement that the Investor enters into with a Registered Borrower, the Escrow Agent, and FS, when submitting an Acceptance Notice, for the purpose of governing and regulating the management of monies held on behalf of the Investor and the Registered Borrower in the Escrow Account; “Event of Default”: has the meaning given to it in Clause 8.4; “Force Majeure Event”: has the meaning given to it in Clause 11; “Grace Period”: has the meaning given to it in Clause 8.1 and Clause 8.2; “Grace Period Fee”: has the meaning given to it in Clause 8.1; “Guarantee”: has the meaning given to it in Clause 5.2; “Guarantor”: has the meaning given to it in Clause 5.2; “Indemnified Parties”: has the meaning given to it in Clause 14.3; “Investor’s Agreement”: means the agreement that the Investor enters into with FS for the use of the Platform and Services; “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 Borrower pursuant to a Loan Request; “Loan Agreement”: means the agreement that the Investor enters into with the Borrower [and FS], when submitting an Acceptance Notice, for the purpose of setting out the Loan Terms for the Investor; “Loan Amount” means the total amount requested by a Registered Borrower in respect of a particular Loan Request; “Loan Request”: means an [open offer] by a Registered Borrower for Registered Investors to provide loans to the Registered Borrower on such terms and conditions as may be set out on the Platform, and subject to the aggregate limit of the Target Amount; “Loan Terms”: has the meaning given to it in Clause 5.2; “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 12.1; “MAS”: means the Monetary Authority of Singapore; “Minimum Amount”: has the meaning given to it in Clause 5.6(c); “Platform”: means www.fundsingapore.com.sg; “Platform Contents”: has the meaning given to it in Clause 12.2; “Principal Loan Amount”: means the gross principal amount granted by Registered Investors to a Registered Borrower for a particular Loan after the operation of Clause 5.7; “Proposed Loan Quantum”: has the meaning given to it in Clause 5.4; “Registered Borrower”: means a member of the Platform who is registered for the purpose of obtaining Loans from Registered Investors; “Registered Investor”: means a member of the Platform who is registered for the purpose of granting Loans to Registered Borrowers; “Registration Data”: has the meaning given to it in Clause 3.1; “Repayment Schedule”: has the meaning given to it in Clause 6.1; “Service Fees”: means any fees payable by a Registered Borrower in consideration for the Services rendered by FS in respect of a particular Loan Request; “Services”: means the services rendered by FS through the Platform; “Software”: has the meaning given to it in Clause 12.6; “Target Amount”: means the aggregate amount which a Registered Borrower wishes to borrow from the Registered Investors for a particular Loan Request, as set out on the Platform; “Termination Notice”: has the meaning given to it in Clause 8.5; “Third Party Services”: has the meaning given to it in Clause 13.14; “User Content”: has the meaning given to it in Clause 13.18; and “Withdrawal Notice”: has the meaning given to it in Clause 5.6.
- In this Investor’s Agreement, unless the context requires otherwise:
- 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;
- 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);
- 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;
- references to the Parties include their respective successors in title, permitted assignees, heirs, executors, administrators and legal personal representatives;
- 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;
- 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;
- “written” and “in writing” include any means of visible reproduction;
- references to “days” in this Investor’s Agreement means calendar days;
- 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;
- the headings in this Investor’s Agreement are for convenience only and shall not affect the interpretation and construction hereof;
- the words “include”, “includes” and “including” or words of similar effect are deemed to be followed by the words “without limitation”;
- 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;
- 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;
- 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
- 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.
- 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”):
- where the Investor is a natural person, the Investor:
- 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;
- shall not be a bankrupt (undischarged or otherwise); and
- shall be of sound mind, and possess full capacity to enter into this Investor’s Agreement.
- 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; and
- the Investor shall provide, to the satisfaction of FS:
- such evidence as may be necessary to prove that the Investor fulfils all the criteria set out in either paragraph 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 (as the case may be);
- where the Investor is a limited liability partnership or company:-
- 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;
- a certified true copy of the Investor’s constitution or memorandum and articles of association (if applicable);
- its financial statements (audited where applicable), bank statements, and such other accounting and business records as may be requested by FS;
- 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, and from which all payments from the Investor under this Investor’s Agreement shall be made (the “Investor’s Bank Account”);
- 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);
- 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
- such other evidence as may be necessary to prove that all the criteria in paragraph 3.1(a) to (c) above has been complied with or satisfied and not been breached.
- The Investor represents, warrants, and undertakes to FS that:
- the email address, password, and security information referred to in Clause 3.1(g)(v) above (the “Account Information”) belong exclusively to the Investor and may not be assigned or transferred without FS’ prior written consent;
- the Investor shall keep his Account Information strictly confidential and secure at all times;
- where the Investor is an entity other than a natural person, the Investor shall only disclose his 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;
- 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
- 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 paragraph (d) above.
- 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.
- The Investor undertakes not to register for more than one account or register for an account on behalf of a person other than himself.
- 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.
- 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 4.3 and/or Clause 10.
- 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 such jurisdiction. The Investor is required to inform himself about and to observe any legal or regulatory restrictions which may affect its eligibility to access the Platform and/or use the Services.
- where the Investor is a natural person, the Investor:
4. USE OF PLATFORM
- 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:
- causing a nuisance to, pestering, harassing or causing distress or inconvenience to any person, including any Registered Investor or Registered Borrower;
- 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;
- uploading or otherwise transmitting content that infringes any patent, trade mark, trade secret, copyright or other intellectual property rights of any party;
- 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);
- 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;
- 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;
- impersonating any person or entity;
- uploading, posting, emailing, transmitting, or otherwise making available any content which is false, misleading, untruthful or inaccurate;
- 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;
- 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
- advertising or offering to sell any goods or services for any commercial purpose.
- The Investor hereby undertakes:
- 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;
- 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";
- 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
- 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.
- 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):
- the Investor agrees to immediately remove all infringing parts of the content, failing which, FS reserves the right to remove such content; and/or
- 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.
- 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 Borrowers 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.
- The Investor understands and agrees that any Registered Borrower may publish, display, enter, or transmit to other users of the Platform, information regarding that Registered Borrower, including that Registered Borrower’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 Borrower, and that FS is not responsible for and makes no representation regarding the accuracy, completeness or otherwise of any such information.
- In addition to the above, FS may also (but is not obliged to) publish additional information about any Registered Borrower, 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 Borrower on the Platform.
- The Investor agrees to maintain the confidentiality of all information on the Platform users (including any information regarding the terms of any particular Loan, the history, operations, creditworthiness and financial prospects of any Registered Borrower, or any other particulars (including the particulars of the directors, shareholders or officers of any Registered Borrower, 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:
- such use or disclosure is permitted under this Investor’s Agreement; or
- 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.
- The Investor hereby undertakes to fully cooperate with FS (including providing all requested information) to: (a) enable FS to 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); and (b) enable FS to 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.
- 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. LOAN REQUESTS
- Following successful registration as a Registered Investor, the Investor shall be able to participate in Loan Requests by Registered Borrowers.
- 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:
- the aggregate Loan Amount required by the Registered Borrower;
- the proposed drawdown date;
- purpose of the funds raised
- the intended tenure for the funds of the loan;
- the principal and
- 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 Borrower to such Registered Investors under the Loan Agreement, in the event of any default by the Registered Borrower; and
- 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 “Acceptance Notice”).
(collectively, the “Loan Terms”)
- The Loan Request shall remain open for the Investor to submit an Acceptance Notice until such time that the aggregate Acceptance Notices submitted match or equal the Target Amount or until the expiry of the Campaign Period, whichever is earlier (the “Acceptance Window”). Registered Borrowers may not withdraw their Loan Requests once posted on the Platform.
- The Investor’s Acceptance Notice shall be considered valid only if:
- it is submitted electronically by the Investor over the Platform in the prescribed manner in response to a Loan Request;
- it is submitted before the expiry of the Acceptance Window (the “Campaign End- Date”);
- it set outs the maximum quantum which the Investor wishes to provide to the Registered Borrower for such Loan Request (the “Proposed Loan Quantum”), which shall comprise one or more multiples of the prescribed minimum tranche of S$1,000;
- 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;
- 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 Acceptance Notice; and
- 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.
- If any of the conditions in Clause 5.4 is not fulfilled, the Acceptance Notice of such Registered Investor shall be invalid, and if the Loan Agreement and/or the Escrow Agreement set out in Clause 5.4(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.
- Notwithstanding the submission of a valid Acceptance Notice by the Investor:
- the Investor shall be entitled to withdraw his decision to extend the Loan to the Registered Borrower by providing a withdrawal notice (the “Withdrawal Notice”) over the Platform within three days after the Campaign End-Date (the “Cooling-off Period”);
- in the event that the Registered Borrower’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;
- in the event that the Aggregate Campaign Proceeds is less than % of the Target Amount (the “Minimum Amount”), 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. The Minimum Amount may be adjusted based on each campaign’s Loan Terms;
- 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 of their Acceptance Notices, and a Registered Investor whose Acceptance Notice is earlier in time shall have priority over one whose Acceptance Notice is later in time). Any excess of the Aggregate Campaign Proceeds over the Target Amount shall then be refunded by the Escrow Agent to the relevant Registered Investor(s) without interest thereon.
For illustration purposes, in the event that the Campaign Period expires on 5 January 2017, 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 Acceptance Notice Proposed Loan Quantum Registered Investor A 1 January 2017, 5.00 pm $500,000 Registered Investor B 2 January 2017, 3.00 pm $300,000 Registered Investor C 2 January 2017, 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 $200,000 $100,000 $1,100,000 $1,000,000 $100,000
- Once the Loan pursuant to a Loan Request has been confirmed in accordance with Clause 5.4 above, and the Cooling-off Period expires with no Withdrawal Notice lodged by the Investor on the Platform, the Escrow Agent is authorised to disburse the confirmed Loan Amount, including the Investor’s share thereof, to the Registered Borrower 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 Borrower in respect of the Loan Request.
- Each Loan Agreement shall include the terms set out in Clause 5.6 and 5.7 above save as otherwise stated, with FS’ prior written consent.
- 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 Borrower.
- 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 Investor through the Platform, and shall be deemed to be accepted by the Investor in accordance with Clause 1.3 above.
- For funds raised by way of the Loans, each Registered Borrower 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”).
- All such payments under the Repayment Schedule shall be made by the Registered Borrowers from the respective Registered Borrower’s Bank Account into the Escrow Account, and the Escrow Agent is authorised to deduct, without notice to any Registered Borrower, from any monies held by the Escrow Agent on behalf of that Registered Borrower in the Escrow Account, any payments due to any Registered Investor under a Repayment Schedule.
- In the event that a Registered Borrower 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.
- Upon receipt of an Early Settlement Notice, FS shall notify that Registered Borrower, the Escrow Agent and all participating Registered Investors of the aggregate amount payable by that Registered Borrower 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”).
- Upon confirmation of receipt of the Early Settlement Amount by the Escrow Agent, the Escrow Agent shall:
- repay the outstanding Principal Loan Amount and accrued interest thereon to each participating Registered Investor;
- distribute 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.
7. ESCROW ARRANGEMENT
- The Investor understands and acknowledges that FS will not hold any monies received from either Registered Borrowers or Registered Investors in connection with any Loan Request or Loan Agreement. All payments by Registered Investors and Registered Borrowers 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 Borrowers respectively, to be applied by the Escrow Agent in accordance with the terms of the relevant Escrow Agreements.
- 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.
- 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.
- 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 Borrower, or by FS or any Registered Borrower in favour of the Investor, via the Platform and/or in relation to any Loan Agreement.
8. LATE PAYMENT & EVENTS OF DEFAULT
- Subject to Clause 8.2 below, if a Registered Borrower 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 Borrower in the Escrow Account is insufficient to cover the payments due and payable to the Registered Investors under the applicable Repayment Schedule, the Registered Borrower 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”).
- In the event that the Borrower 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 8.1 shall not apply and instead the Borrower shall have  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.
- The Investor acknowledges and agrees that the Grace Period Fee shall be for the account of, and distributed solely to FS.
Events of Default
- An Event of Default shall be deemed to have occurred for the purposes of Clause 10.1(b) only if the Registered Borrower fails to pay the sum due at the end of the Grace Period or the end of the period referred to in Clause 8.2 (including the Grace Period Fee) in full. For the avoidance of doubt, in the event that the Registered Borrower makes full payment of the amount due at the end of the Grace Period or the end of the period referred to in Clause 8.2, an Event of Default shall not be deemed to have occurred, notwithstanding that the Registered Borrower failed to comply with the repayment of debt under the Repayment Schedule.
- If FS becomes aware or determines that an Event of Default has occurred, FS shall be entitled to:
- where applicable, request for an explanation for the Event of Default from that Registered Borrower (the “Defaulting Borrower”);
- where applicable, report such Event of Default to third party credit bureaus from which the credit ratings of the Defaulting Borrower were obtained, and adjust FS’ internal credit rating of the Defaulting Borrower; and/or
- provide written notice to the Defaulting Borrower, all participating Registered Investors and the Escrow Agent (the “Termination Notice”) that all Loan Agreements entered into between the Defaulting Borrower and Registered Investors shall automatically terminate forthwith from the date of such Termination Notice.
- Upon such termination:
- the outstanding Principal Loan Amounts and all accrued interest thereon;
- the outstanding Grace Period Fee (if applicable); and
- 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 Borrower. For the avoidance of doubt, the Investor acknowledges and agrees that the Default Termination Fee shall be for the account of Fund Singapore Pte. Ltd., for the purpose of defraying FS’ administrative costs in connection with the Defaulting Borrower’s default.
- The Defaulting Borrower 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:
- pay the Default Termination Fee to FS;
- distribute the Grace Period Fee (if any) in accordance with Clause 8.3; and
- repay the outstanding Principal Loan Amount and accrued interest thereon to each Registered Investor participating in the Loan(s) issued to the Defaulting Borrower.
- In the event the Registered Borrower fails to make full payment of the Default Settlement Amount within the stipulated time period in Clause 8.7:
- 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 Borrower; and
- FS shall be entitled to issue an automated letter of demand to the Defaulting Borrower and if the Defaulting Borrower neglects or fails to comply with such demand, FS shall be further entitled to:
- at the cost and expense of the Defaulting Borrower, 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 Borrower 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 Borrower prior to any distribution to the Affected Investors;
- 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
- 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 Borrower to restructure any remaining amounts payable to the Affected Investors under the Loans and amend the Loans, in a manner that FS deems fit.
- Subject to any agreed loan restructuring pursuant to Clause 8.8, in the event that the Defaulting Borrower’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 Borrower in the Escrow Account in the following order of priority:
- firstly, to reimburse FS for the Debt Recovery Costs incurred (if any);
- secondly, to pay FS the Grace Period Fee and the Default Termination Fee; and
- thirdly, to distribute the surplus rateably amongst the Affected Investors according to their respective sums owed (including any Default Interest owed).
- 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 Borrower 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 Borrower, as it may deem fit, subject to notifying FS in advance of such intention.
9. INVESTOR REPRESENTATION AND WARRANTIES
The Investor warrants, represents, and undertakes that:
- 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;
- 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;
- that he is not bankrupt (undischarged or otherwise);
- 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;
- 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;
- 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;
- 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;
- 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;
- the Investor has always complied with the law in all respects;
- 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;
- 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;
- it has not been the subject of any civil action, whether in Singapore or elsewhere, which resulted in a court verdict against the Investor pertaining to the Investor’s business activities;
- the Investor shall take all steps required to authorise all Loan Applications submitted and all Loan Agreements and Escrow Agreements entered into (including passing the necessary corporate resolutions (if applicable)), and the obligations expressed to be assumed by him under the Loan Agreements and Escrow Agreements shall be legal, valid and binding obligations enforceable against the Investor in accordance with the respective terms therein;
- the signing and delivery of any Loan Agreement or Escrow Agreement 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;
- the Investor shall not act in a manner that constitutes a breach of any term of any Loan Agreement, Escrow Agreement, or this Investor’s Agreement;
- all information provided by the Investor pursuant to Clause 3.1 (prior to him becoming a Registered Investor), in any Loan Request, 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;
- the Investor is solely responsible for any activity undertaken on his Platform account;
- 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;
- 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;
- the Investor shall promptly notify FS of any instances in which a Registered Borrower, or former Registered Borrower, 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;
- the Investor shall promptly notify FS of the occurrence of any event described in Clause 10.1(a) to (c) below.
10. SUSPENSION AND TERMINATION OF SERVICE
- 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 Loan Application 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:
- any representation or warranty made by the Investor under this Investor’s Agreement or through any Loan Agreement or Escrow Agreement is incomplete, untrue, incorrect, or misleading, in any material respect;
- the Investor is in breach of the terms of this Investor’s Agreement or of any Escrow Agreement or Loan Agreement;
- it is or becomes unlawful for the Investor to perform any of its respective obligations under this Investor’s Agreement or any Escrow Agreement or Loan Agreement;
- FS reasonably suspects that the Investor’s account has been, is or is going to be used for illegal, fraudulent or unauthorised purposes;
- FS reasonably suspects that the Investor is in breach of the terms of this Investor’s Agreement or of any Escrow Agreement or Loan Agreement;
- the Investor does not access his account for a continuous period of 365 days;
- it is or becomes unlawful for FS to perform any of its obligations under this Investor’s Agreement;
- there is scheduled downtime or recurring downtime;
- 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
- there is an occurrence of a Force Majeure Event.
- 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 Borrower.
- 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, all Loan Agreements entered into by the Investor in respect of Loans disbursed in accordance with Clause 5.7 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
11. 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:
- acts of God, flood, drought, earthquake or other natural disaster;
- epidemic or pandemic;
- 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;
- nuclear, chemical, or biological contamination, or sonic boom;
- 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;
- collapse of buildings, fire, explosion, or accident;
- any labour or trade dispute, strikes, industrial action, or lockouts;
- non-performance by suppliers or subcontractors;
- interruption or failure of utility service; or
- net access failure, ISP equipment failure, host equipment failure, communications network failure and/or power failure.
12. INTELLECTUAL PROPERTY RIGHTS
- 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.
- 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.
- 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:
- retrieve and display the Platform Contents on any compatible device owned by the Investor; and
- 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.
- By submitting, posting or displaying content on or through the Platform, 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.
- FS 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 12.4 above.
- 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 Se