For the purpose of these Terms and Conditions, the following words and expressions shall have the following meanings:
Accredited Investor has the same meaning as that set out in Section 4 A (1) of the Securities and Futures Act (Cap. 289 of Singapore);
Allocation Policy means the method of allocation employed by Funding Societies where a Loan Request has been oversubscribed by Lenders, as described in Clause 5.6 (c);
Applicable Law means all applicable laws, rules, regulations, constitution, rulings, interpretations, customs, usages, directions, instructions and protocols of governmental bodies and self-regulatory organisations of Singapore including any decrees or awards of any judicial bodies or arbitral institutions therein;
Approved Interest Rate means the interest rate chargeable for the Loan as approved by Funding Societies pursuant to Clause 5.2 below;
Approved Sum means the amount of money which the Borrower may borrow as approved by Funding Societies pursuant to Clause 5.2 below;
Borrower means any User that is a legal person that is seeking a Loan via the Funding Societies Platform and has registered on the Platform as a Borrower;
Business Days means a day (other than a Saturday, Sunday, or a gazetted public holiday in Singapore) when commercial banks are open for business in the Republic of Singapore;
Cancellation Fee means the amount expressed as a proportion of the Approved Sum that the Borrower must pay in certain events as further detailed in Clause 5.12;
Escrow Account Agent means Vistra Trust (Singapore) Pte.Ltd, or such other escrow agent as may be appointed by Funding Societies Pte. Ltd. (in its sole and absolute discretion) from time to time for the purpose of operating and managing the Escrow Account;
Escrow Account means a separate escrow account in which a Lender will be required to place the principal amount of the Loan, and through which a Borrower effects repayment of the Loan and any other fees, costs and/or interests relating thereto;
Escrow Subscription Agreement means the escrow subscription agreement entered or to be entered into between the Lender and Funding Societies in respect of the Services provided by Funding Societies;
Lender means any User that is a corporate, institution or individual that has signed up and registered on the Platform as a Lender and has passed the pre-qualification procedures put in place by Funding Societies in its sole and absolute discretion;
Lender Investment Cap means the limit that Funding Societies may set on the total amount a Lender, who is not an Accredited Investor, may commit to each Loan Request pursuant to Clause 9.1;
Loan means the loan to be made available by the Lender(s) to a Borrower through the use of the Platform;
Loan Display Period means the length of time in which the Loan Request will be published on the Platform;
Loan Documents means the documents and agreements which are required to be executed for the purposes of documenting and evidencing a Loan from the Lender(s) to a Borrower (including any ancillary or related documents), and any amendments thereto;
Loan Investment Threshold means the limit that Funding Societies may set on the amount (which may be a maximum or minimum sum) a Lender may commit to a Borrower’s Loan Request pursuant to Clause 9.1;
Loan Request shall have the meaning specified in Clause 5.3 below;
Loan Criteria shall have the meaning specified in Clause 9.2 (b) below;
Loss means any and all actions, claims, liabilities (present, future, contingent or otherwise on an indemnity basis), losses (including loss of profit, interest, business or revenue), damage (including special, indirect or consequential damages), costs, charges and/or expenses of whatsoever nature and howsoever arising, incurred or suffered, including legal or dispute-related costs and cost of funding;
Minimum Sum means 80% of the Approved Sum or as may be determined from time to time in Funding Societies’ sole and absolute discretion;
Modifications mean the amendments and changes that Funding Societies may make from time to time in respect of a Lender or Borrower’s data as stored in the Platform’s database;
Notice Period means the amount of time given to a Borrower or Lender to approve or reject any Modifications made by Funding Societies in respect of a Lender’s or Borrower’s data stored in the Platform’s database;
Officer, in relation to Funding Societies means any director, commissioner, officer, employee, agent, proxy, representative of Funding Societies and/or its affiliates and subsidiaries;
Origination Fee means the amount payable by the Borrower to Funding Societies upon the disbursement of the Loan expressed as a percentage of the sum total amount of the Loan and interest computed for the tenor of the Loan;
Party means the Borrower, Lender or Funding Societies where applicable;
Referral Partner means the company or person that had referred the Borrower or Lender to the Platform;
Periodic Interest Repayment means the dollar amount monthly payment of interest as agreed between the Lender and the Borrower under the Loan Documents or other written arrangements;
Periodic Repayment Amount shall have the meaning specified in Clause 8.1 below;
Platform means the electronic platform website owned, managed and operated by Funding Societies where details of a Borrower’s Loan Request are listed for viewing by Lenders who may choose to participate in by funding all or part of the Loan;
Requested Interest Rate means the interest rate requested by a Borrower;
Requested Sum means the total amount requested by a Borrower;
Services shall have the meaning specified in Clause 3.1 below;
Service Fee means the fee of 15% of each Periodic Interest Repayment payable by a Lender to Funding Societies in respect of the Services provided (including its change(s) from time to time subject to prior written agreement with the Lenders);
Stipulated Time shall have the meaning specified in Clause 14.2 below;
Tax Deduction means a deduction or withholding for or on account of any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) from a payment under the Loan Documents;
T&Cs means these Terms and Conditions, as may be revised, amended or supplemented from time to time, which expression shall where the context so admits, include any one of them; and
User means a person who has signed on and registered on the Platform.
2.1 A User who signs up and registers to access the Platform shall be deemed to have accepted these T&Cs. A User may, on exceptional basis and subject to the approval and conditions set out by Funding Societies, sign up as both a Borrower and a Lender.
2.2 If there is any inconsistency between the provisions of these T&Cs and any separate agreement entered into as between Funding Societies Pte. Ltd. (“Funding Societies
”) and a Lender or a Borrower (including but not limited to the Loan Documents and the Escrow Subscription Agreement), that agreement shall prevail to the extent of the inconsistency in relation to that specific Lender or Borrower, provided always that where such separate agreement is not the Multi Party Agreement, it has been reviewed by and agreed with Funding Societies on the Lender’s behalf.
2.3 In these T&Cs, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa. A reference to any gender shall include all genders.
2.4 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof, or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
2.5 The headings used in these T&Cs are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in, interpreting these T&Cs.
3.1 These T&Cs set out the terms and conditions under which Funding Societies will provide certain services (“Services
”) to a Borrower and a Lender on the Platform, www.fundingsocieties.com. The Borrower and the Lender agree that Funding Societies shall have sole and absolute discretion to determine whether it wishes to provide the Services to a Borrower or Lender, and Funding Societies may refuse to provide any Services without giving any reason or incurring any liability to the Borrower or the Lender as a result.
3.2 Unless otherwise specified, the Services provided by Funding Societies include facilitating and arranging for a Loan and such other services as Funding Societies may introduce from time to time in its discretion.
3.3 Funding Societies’ provision of the Services shall be subject at all times to Applicable Laws and these T&Cs, and Funding Societies will not be liable for any loss, costs, damages, expenses or any detrimental consequences whatsoever incurred by or imposed on the Lender or Borrower as a result of any actions taken by any Party to comply with Applicable Laws and these T&Cs.
4.1 The Borrower and the Lender understand, acknowledge and agree that:
Funding Societies is a Capital Markets Services Licence (“CMSL”) holder for the regulated activity of dealing in securities under the Securities and Futures Act (Cap. 289) of Singapore (the “SFA”). Funding Societies is regulated by the Monetary Authority of Singapore (“MAS”) in respect of this regulated activity only;
Funding Societies, as a CMSL holder, is an exempt financial adviser pursuant to Section 23 of the Financial Advisers Act (Cap. 110) of Singapore (the “FAA”);
Funding Societies does not and will not:
- carry on a deposit-taking business nor take any deposit;
- take any equity interest in any Borrower; or
- apart from dealing in securities, engage in activities regulated under the SFA;1
Funding Societies’ role in providing the Services is merely administrative and mechanical in nature in arranging for the Borrower to obtain a Loan (save as expressly contemplated herein) and as such Funding Societies is not regulated by laws regulating the business of moneylending, financing business, the taking of deposits in the course of carrying on a deposit-taking business, or fund management (including but not limited to the Moneylenders Act (Cap. 188) of Singapore; Finance Companies Act (Cap. 108) of Singapore; Banking Act (Cap. 19) of Singapore) or the SFA;
nothing in these T&Cs constitutes the Funding Societies as a trustee or fiduciary of any other person (including any Lender). Each of the Lenders hereby acknowledges and confirms that Funding Societies gives no advice, consultancy, instruction or direction or provides any fund management services on behalf of any Lender in relation to its participation in any loan or transferring, disposing or otherwise dealing with such participation;save for preparing and providing the Lenders a report on the Borrower, Funding Societies does not and will not assume any advisory, fiduciary or similar or other duties or act as an investment adviser to the Borrower or the Lender;
it has read, understood and agreed to these T&Cs, and accept all such obligations thereunder, in reliance only upon its own independent judgment and upon advice from such independent advisers as it has deemed necessary, and that it is solely responsible for ensuring that it has carefully considered whether doing so is suitable for it in light of its investment objectives, financial situation and condition, risk appetite and investment and particular needs; and
Funding Societies does not handle or manage either the Borrower’s or Lender’s monies. At all times, it is the Escrow Account Agent that exclusively handles, holds and accepts the Borrower’s or Lender’s monies which will be held in a bank account in a Singapore licensed bank together with all other Borrower’s or Lenders’ monies but fully segregated from all monies of Funding Societies or the Escrow Account Agent. The Lenders will disburse the Loan into, and receive Loan repayments from, the Escrow Account. The Borrowers will receive the Loan disbursed from, and make repayments into, the Escrow Account.
1 Activities regulated under the Securities and Futures Act include:
THE BORROWER’S LOAN REQUEST
- trading in futures contracts;
- leveraged foreign exchange trading;
- advising on corporate finance;
- fund management;
- real estate investment trust management;
- securities financing;
- providing credit rating services; and
- providing custodial services for securities.
5.1 The Borrower shall submit a loan request application to Funding Societies via the Platform, which will, inter alia
, indicate the specific amount of money they wish to borrow (the “Requested Sum
”) and the specific interest rate they wish to pay in respect of a requested Loan (the “Requested Interest Rate
5.2 Funding Societies will in its sole and absolute discretion, either (i) approve the loan request application and the Requested Sum as is; (ii) approve the loan request application subject to Funding Societies’ determination of the maximum amount of money the Borrower may borrow (which shall not exceed S$5 million within any 12 month period) (the “Approved Sum
”) and the interest rate chargeable for the Loan (the “Approved Interest Rate
”) or (iii) reject such loan request application. It will notify the Borrower of its decision by email (or such other mode of communication determined by Funding Societies).
5.3 A loan request setting out the Borrower’s Approved Sum and Approved Interest Rate on the Loan (amongst other information) (“Loan Request
”) will be published on the Platform for up to fourteen (14) calendar days (or such other period extended in accordance with Clause 5.5 below) (the “Loan Display Period
”) from the date Funding Societies notifies the Borrower that its loan request application is approved. Pursuant to these T&Cs, Lenders will be entitled to express interest in and commit funds towards fulfilment of the Loan Request within the Loan Display Period.
5.4 A Borrower is permitted to cancel the Loan Request at any time before the Minimum Sum has been committed by either confirming its rejection on the Platform or by writing to Funding Societies by email (or such other mode of communication determined by Funding Societies). The date of cancellation will be based on the earlier of the date of rejection as stated by the Platform following the aforesaid confirmation of rejection, or the date which the email (or other communication) is received by Funding Societies. The cancellation of the Loan Request by the Borrower will be subject to a cancellation fee as set out in Clause 5.12 below.
5.5 If the Approved Sum is not met on the date falling fourteen (14) calendar days after the date on which the Loan Request has first been published on the Platform, a Borrower may extend its Loan Request for an additional fourteen (14) calendar days by either requesting for an extension on the Platform or by writing to Funding Societies by email (or such other mode of communication determined by Funding Societies). Funding Societies may also, with the consent of the Borrower, extend the Loan Request for an additional fourteen (14) calendar days. For the avoidance of doubt, Clause 5.4 above also applies to any Loan Request extended by this Clause 5.5.
5.6 In respect of any Loan Request:
in the event that the amount of the funds committed to such Loan Request is equal to or more than the Minimum Sum (but less than the Approved Sum), the Borrower shall accept such amount of committed funds as the Loan amount;
in the event that the amount of the funds committed to such Loan Request is less than the Minimum Sum even after an extension of a Loan Request pursuant to Clause 5.5, Funding Societies shall cancel the Loan Request;
in the event that the amount of the funds committed to such Loan Request is more than the Approved Sum, the Borrower may only accept the Approved Sum. Funding Societies will determine in accordance with its Allocation Policy which Lender (which has committed funds towards fulfilment of the Loan Request) may participate in the Loan, and their respective participation in the Loan. Such Allocation Policy shall be notified to the Lenders when they join the Platform, and subsequent amendments to the Allocation Policy will similarly be notified to the Lenders; and
Funding Societies will notify the Lenders who have committed funds to a Loan Request as to whether or not they have successfully participated in the Loan and their respective participation in the Loan, and notify the Borrower whether or not the Loan Request has been successfully funded pursuant to Clause 5.6 (a).
5.7 The Loan will only be disbursed upon the execution of the Loan Documents, and pursuant to the terms therein. These Lenders acknowledge that, under the Loan Documents, each of them agrees to irrevocably and unconditionally appoint Funding Societies as their agent and authorize it to act on their behalf to perform certain duties (including but not limited to):
instruct the Escrow Account Agent to distribute all repayments and interest received in relation to all or any part of the repayment of the Loan, or any fees or sums accrued and payable to the Lender;
accelerate the repayment schedule for the Periodic Repayment Amounts (from monthly repayment to weekly or daily repayment as required) where there has been a delay in repayment by the Borrower;
make any calculation, determination, and/or allocation of any rate or amount under the Loan Documents;
in the Event of Default under the Loan Documents, restructure or vary the Loan as Funding Societies sees fit, declare the whole of the outstanding Loan as immediately due and payable by the Borrower, take all reasonable measures to recover the outstanding payments from the Borrower or protect the rights of the Lender(s) and Funding Societies, employ a debt collection agency to recover any amount that is owed by the Borrower to the Lender, and either commence legal proceedings against the Borrower or write-off the Loan in accordance with the Loan Documents;
exercise the rights, powers, authorities and discretions specifically given to the Funding Societies under or in connection with the Loan Documents together with any other incidental rights, powers, authorities and discretions necessary in performance of the Funding Societies’ duties; and
These Lenders also acknowledge that under the Loan Documents, they agree to indemnify Funding Societies and the Escrow Account Agent against any cost, loss, expense or liability incurred by them in acting under the Loan Documents or arising out of or in connection with the Loan Documents. They also acknowledge that in the event that Funding Societies defaults in its role as agent of the Lenders and is replaced by an entity who shall act as agent of the Lenders, such entity may charge a fee when acting as agent.
5.8 After the execution of the Loan Documents by all the parties thereto but before disbursement of the Loan, a fee based on a percentage of the amount of the Loan (the “Origination Fee
”) and as set out in the relevant Loan Documents shall be deducted from the Loan by the Escrow Account Agent, and shall be transferred by the Escrow Account Agent to Funding Societies.
5.9 Upon execution of the Loan Documents, the identity of the Borrower will be made known to the Lenders on their request and the identity of each Lender will be made known to the Borrower on the Borrower’s request. The Borrowers and Lenders will be provided an electronic notification of the successful crowd funding of the Loan Request. The Borrower will be provided with a full complete executed set of the Loan Documents whilst each Lender will receive a copy of the executed set of Loan Documents without the details of the other Lenders. Prior to such time, the Platform will only show details of the Borrower’s company profile without any further information.
5.10 The maximum Loan amount that can be granted to the Borrower is the Approved Sum specified in the Loan Request.
5.11 The Borrower agrees to enter into the Loan Documents within three (3) Business Days from the date when the Loan Request has been successfully funded pursuant to Clause 5.6 (a) as notified by Funding Societies to the Borrower in writing.
5.12 For the avoidance of doubt, the Borrower shall be permitted to cancel the Loan Request before the Minimum Sum has been committed pursuant to Clause 5.4 without the consent of Funding Societies but shall not be permitted to cancel the Loan Request when the Loan Request has been successfully funded pursuant to Clause 5.6(a) without the consent of Funding Societies. The Borrower agrees that if it:
cancels the Loan Request before the Minimum Sum has been committed;
cancels the Loan Request after the Loan Request has been successfully funded pursuant to Clause 5.6(a) (whether with the consent of Funding Societies or not); or
fails to enter into the Loan Documents within such timeframe set out in Clause 5.11 above,
it shall pay a cancellation fee of two (2%) percent of the Approved Sum (“Cancellation Fee
”), which shall be paid into the Escrow Account. One half (1/2) of the Cancellation Fee will be transferred by the Escrow Account Agent to Funding Societies and the other one half (1/2) will be allocated by the Escrow Account Agent on a proportionate basis amongst the relevant Lenders (in accordance with the amount of funds committed to such Loan Request).
DUE DILIGENCE PERFORMED ON A POTENTIAL BORROWER OR LENDER
6.1 Upon a Borrower or Lender signing up on the Platform, Funding Societies’ credit underwriters is entitled to conduct due diligence on the Borrower and the Lender. The Borrower and the Lender hereby give Funding Societies its express and irrevocable permission to contact any relevant authorities, banks, financial institutions, private companies, or individuals to ascertain, verify and confirm relevant information about the Borrower or the Lender, including (but not limited to) its legal or credit history and hereby renders its consent to (or shall execute, if any signature is reasonably required) such authorisation, request or document as Funding Societies may reasonably require for such purpose.
6.2 For the avoidance of doubt, each Borrower and each Lender acknowledges and agrees that Funding Societies may and without giving prior written notice immediately terminate the Borrower or Lender’s account on, and/or access to, the Platform and/or cease providing any of the Services, where Adverse Information is subsequently discovered in the course of completing the performance of due diligence measures on each Borrower and each Lender. “Adverse Information
” means any information that may give Funding Societies reasonable grounds to suspect money laundering or terrorist financing or any illegal activities (according the Applicable Laws); such potential information may include but is not limited to; evidence of money laundering or terrorist financing on the customer and/or its ultimate beneficial owners; customers that are from and/or have business from countries or jurisdictions which have relatively higher levels of corruption, organised crime or inadequate AML/CFT measures, as identified by the FATF or Transparency International; customers from higher risk businesses / activities / sectors identified in Singapore’s NRA; customers where the ownership structure of the legal person or arrangement appears unusual or excessively complex given the nature of the legal person’s or legal arrangement’s business; customers that have nominee shareholders or shares in bearer form.
6.3 Each Borrower and each Lender acknowledges that as part of its annual review process, the Escrow Account Agent requires due diligence to be conducted on all parties to the Loan Documents including all Lenders, Borrowers, Guarantors and New Lenders (as defined in the Loan Documents) and undertake to submit (and procure the submission of) all documents required by Funding Societies or the Escrow Account Agent for this purpose.
6.4 Unless Funding Societies is required by Applicable Laws, or has received prior written permission from the Borrower or the Lender, Funding Societies will not reveal or disclose documents provided by the Borrower or the Lender to any third party other than for the purpose of preparing the Loan Documents or complying with the Applicable Laws.
AUTHORISATION AND THE USE OF LENDER’S FUNDS HELD IN FIXED DEPOSIT ACCOUNT
7.1 Without prejudice to the generality of Clause 6, the Borrower and Lenders irrevocably and unconditionally authorises Funding Societies and/or its Officers and agents to:
- conduct credit checks on the Borrower (and its directors, commissioners, guarantors and other stakeholders therein “Associated Parties”) and to obtain information and documents for due diligence on any of them, including for anti-money laundering and countering the financing of terrorism purposes as may be required;
- obtain and verify any information about the Borrower (and its Associated Parties) and Lenders as Funding Societies may, in its sole and absolute discretion, deem fit, including but not limited to contacting the Borrower’s customers or suppliers, and the Borrower shall authorise all relevant sources which Funding Societies may apply to, to provide any information and document which Funding Societies may require in connection with the Loan;
- disclose any information and/or data relating to the Borrower (and its Associated Parties) and Lenders and their account(s), and/or credit card history (if any), or any other information as Funding Societies may deem necessary to:
- any of the Borrower’s or Lenders’ head office, representative and branch offices and/or any related company or associated company of the Borrower or Lender, in any jurisdiction;
- any government or regulatory agency or authority or pursuant to any Applicable Law;
- any of the Borrower’s or Lenders’ potential assignee or
transferee or to any person who has or may enter into contractual relations with the Borrower in relation to the Loan;
- any credit bureau, including members of such credit bureaus;
- any other third parties, service provider, agents or business partners (including, without limitation, credit reference or evaluation agencies) wherever situated for any purpose whatsoever; and
- any other person to whom disclosure is permitted or required by Applicable Laws.
- For purposes specified in sub Clause 7.2.(b) below, the Lender hereby unconditionally and irrevocably empowers and authorises Funding Societies (through its Officers) for and on its behalf to place, transfer and deposit, in its sole discretion, the funds transferred into the Escrow Account but not yet used for participation in the Loan(s) (“Unutilized Funds”) into a separate interest-bearing fixed deposit account in a bank in the name of the Lender (“Fixed Deposit Account”). For that purpose, Funding Societies may from time to time determine, in its sole discretion, the amount of the Unutilized Funds to be placed in the Fixed Deposit Account including the terms or duration of deposit and related particulars.
- Each and all interests or gains earned from or in relation to the placement of the Unutilized Funds in the Fixed Deposit Account will only be used or allocated by Funding Societies for the following purposes of paying:
- Legal fees or dispute-related costs or expenses incurred for, among others, negotiation and conflict resolution or settlement of dispute(s) arising out of or in connection with any event of default in, and the overall implementation of, any Loan Documents or similar arrangements entered into by and between each or any Lender(s) and Borrower(s); and/or
- Fees, costs or expenses incurred by Funding Societies, or payable to any collection agency or any third party, for collection of delinquent Loans that have been disbursed from any Lender(s) to any Borrower(s) via the Escrow Account and/or any efforts, activities or process required for or related to the repayment of said Loans, installments and any financial liabilities in the event of default on such Loans or breach of any Loan Documents entered into by and between each or any Lender(s) and Borrower(s).
8.1 Repayment of the Loan, with interest and any accrued financial obligations thereof from time to time (if any), shall be payable to the Escrow Account Agent on a monthly basis (“Periodic Repayment Amount
”) in accordance with the terms of the relevant Loan Documents. Where a Borrower fails or is otherwise unable to pay an amount equal to or more than the aggregate of two Periodic Repayment Amounts (consecutive or otherwise) and accrued interest and financial obligations thereon when such payments are due, Funding Societies shall be entitled (but not obliged) to take all necessary actions to recover monies due and owing by the Borrower in accordance with the terms of the relevant Loan Documents.
8.2 The Borrower is aware of, and agrees to pay all of, the relevant arrangement, administrative and other miscellaneous fees to Funding Societies and/or any other relevant parties for arranging the execution of the Loan Documents. In addition, the Borrower agrees to pay to Funding Societies all penalty fees, handling fees for late payments, collection fees and all other fees or expenses incurred by Funding Societies as a result of or is required for its provision of the Services to the Borrower.
TERMS APPLICABLE TO THE LENDER
9.1 Before the Lenders may participate in any Loan, they must sign the Escrow
Subscription Agreement, and transfer funds into the Escrow Account pursuant to the terms of the Escrow Subscription Agreement. A Lender will also, under the Escrow Subscription Agreement, select between two lending modes, Manual Lending and Auto-Investment:
- in respect of Lenders who choose Manual Lending, after a Borrower’s Loan Request is posted on the Platform, a notification (by email or such other mode of communication determined by Funding Societies) will be sent to the Lenders. Based on the information made available to the Lenders, a Lender can decide whether or not to commit funds to the Loan Request. The Lender may express interest in committing funds to the Borrower by selecting a Loan Request and offering an amount of funds equal to or less than the Approved Sum to be committed to the Borrower provided that it has sufficient amount held on escrow for it in the Escrow Account, and provided that such amount of funds is below the Lender’s prevailing Investment Cap. This expression of interest will be made through the electronic submission of the loan selection option on the Platform; and
- in respect of Lenders who choose Auto-Investment, such Lenders will provide specific and full details to Funding Societies on the type of Loans that they wish to participate in (the “Loan Criteria”), as well as the funds they wish to commit to such Loans and gives standing instructions to Funding Societies to notify them as and when there is any Loan Request that meets the Loan Criteria, by email or such other mode of communication determined by Funding Societies) of such Loan Request. Unless a Lender revokes its standing instructions within the deliberation time (per Funding Societies’ Allocation Policy) from such notification, Funding Societies is authorised by the Escrow Subscription Agreement (but is not obliged) to, on behalf of the Lender, express interest in the Borrower’s Loan Request and offer such amount (as previously instructed by the Lender) to be committed to the Borrower, provided that the Lender has sufficient amount held on escrow for it in the Escrow Account and provided that such amount of funds is below the Lender’s prevailing Investment Cap. Funding Societies has no discretion to choose between Loan Requests that meet the Loan Criteria, and where two or more Loan Requests meet the Loan Criteria, Funding Societies will express interest in the [earliest] Loan Request(s) that has been on its Platform. For the avoidance of doubt, Lenders who choose Auto-Investment may still express interest in committing funds to the Borrower through the electronic submission of the loan selection option on the Platform as set out in Clause 9.1 (a) above, similar to Lenders who chose Manual Lending.
9.2 Except in the case of a Lender that chose Auto-Investment and revokes its standing instructions within the deliberation time as set out at Clause 9.1 (b) above, a Lender may not otherwise revoke its expression of interest in a Loan Request.
9.3 Where a Loan Request has been successfully funded pursuant to Clause 5.6 (a), Funding Societies shall enter into and execute the Loan Documents on behalf of the Lenders who committed funds in respect of the Loan Request (as authorised by the Escrow Subscription Agreement), and shall also enter into and execute the Loan Documents in its own capacity. Loans shall be disbursed by the Escrow Account Agent to a Borrower in accordance with the terms set out in the Loan Documents. Funding Societies shall not be liable to the Lenders for any Loss in the event that the relevant Loan Documents are not entered into and/or funds committed to a Borrower’s Loan Request are not disbursed to the Borrower, or there is any delay, error or failure in disbursing a Loan to a Borrower.
9.4 A service fee (“Service Fee
”) of the amount specified in the Loan Documents or other arrangements (including its change(s) from time to time with prior written agreement with the Lenders) shall be charged to a Lender and payable to Funding Societies. The Service Fee shall be deducted from each Periodic Repayment Amount by the Escrow Account Agent and transferred to Funding Societies on a monthly basis.
9.5 The Lender acknowledges that it has read the risk disclosure statement and agrees that by deciding to commit funds to a Loan Request, it bears the risk of loss of part or whole of its principal and the Lender will not hold Funding Societies liable for any event, occurrence or Loss howsoever incurred (including but not limited to the default or non-performance of the Borrower) save for Funding Societies’ wilful default or fraud or negligence.
9.6 Upon the Borrower’s default or failure to comply with the payment obligations
as set out in the relevant Loan Documents, Funding Societies will serve as an agent of the Lender(s) to endeavour to recover the amount (including all financial obligations thereunder) owed by the Borrower to the Lender(s) (“Delinquent Debt
”) pursuant to the terms of the Loan Documents. The Lender understands and agrees that it is possible that Funding Societies will not be able to recover fully the Delinquent Debt, and that Funding Societies shall not be liable to the Lender(s) for any amount of Delinquent Debt that may not be recovered.
10.1 Upon registration on the Platform, the Borrower or Lender will be able to enter
a code indicating the Referral Partner that had referred the Borrower or Lender to the Platform. Upon the execution of the relevant Loan Documents, the Borrower, Lender and/or the Referral Partner may be compensated with a fee or commission as determined by Funding Societies in its sole and absolute discretion. Such fee or commission will be governed by a separate referral partnership agreement entered into between the Referral Partner and Funding Societies at or before the time when such code has been entered.
PERSONAL DATA PROTECTION
11.1 The Borrower and the Lender hereby acknowledge that they have read and accepted the Personal Data Notice set out in Annex 1 hereto.
12.1 Funding Societies may from time to time modify a Lender’s or Borrower’s data
”) stored in the Platform’s database. This may include, but is not limited to, updating a Lender’s or Borrower’s information, and uploading any additional documents related to a Lender’s or Borrower’s data. Funding Societies will notify the relevant Borrower or Lender of such Modifications via email (or such other mode of communication determined by Funding Societies) and the relevant Borrower or Lender shall have fourteen (14) calendar days (the “Notice Period
”) to approve or reject the Modifications. The Borrower or Lender shall be deemed to have unconditionally and irrevocably approved the Modifications if no response is received by Funding Societies by the end of the Notice Period.
REPRESENTATIONS AND WARRANTIES
13.1 The Borrower irrevocably represents and warrants to Funding Societies (which representations and warranties will be deemed to be repeated by such person on a continuous basis for so long as any of the terms of these T&Cs is in force as if repeated then by reference to the then existing circumstances) that:
2 These include but are not limited to:
- it is a Singapore-incorporated entity in good standing, which has going concern status and does not belong to industries exposed to money laundering or other illegal activities2;
- the Borrower has conducted its businesses in compliance with all applicable laws and regulations (and shall remain so), including those relating to prevention of money laundering, terrorism financing or criminal financing;
- it is solvent, and there are no reasonable grounds to suspect that it is unable, or would suffer financial distress, distressed debt, or capital shortage, which would render it unable to pay its debts as and when they become due and payable;
- it is duly organised, established, incorporated and validly existing under the laws of Singapore, and is in good standing such that it is capable of suing and being sued;
- it has the legal capacity to enter into, perform and deliver these T&Cs and to perform its obligations under these T&Cs and the relevant Loan Documents. Furthermore, the Borrower has taken all necessary actions to authorise its entry into, performance and delivery of any obligations created under these T&Cs and the relevant Loan Documents;
- its entry into, exercise of its rights and/or performance of or compliance with its obligations under these T&Cs and the relevant Loan Documents, do not and will not require authorisation, consent or approval of any person which has not already been obtained, or does not violate, or exceed any power or restriction granted or imposed by any Applicable Laws to which it is subject;
- the obligations assumed by the Borrower in these T&Cs and the relevant Loan Documents constitute the legal, valid, binding, and enforceable obligations of the Borrower;
- these T&Cs have been entered into by the Borrower as principal and not otherwise, and that the rights thereunder are not subject to any trust or other fiduciary obligations;
- any information provided by the Borrower to Funding Societies is true, accurate, complete, correct and not misleading in all material respects on and as at the date it was provided or as at the date (if any) at which it is stated. The Borrower has duly disclosed in writing to Funding Societies all facts and information relating to the Borrower which the Borrower knows or should reasonably know and which are material for disclosure to Funding Societies in the context of these T&Cs. The Borrower agrees and undertakes to keep Funding Societies updated immediately on any change in relation to the foregoing and further represents and warrants that such updated information and documents will be true, accurate, correct, complete and not misleading in any respect; and
- there is no action, penalty, sanction, suit, or proceeding at law, equity, or before any court, tribunal, governmental body, agency or official or any arbitrator (whether pending or threatened) that is likely to affect the legality, validity or enforceability of these T&Cs or the relevant Loan Documents, or affect the Borrower’s ability to perform its obligations.
- Money changers, remittance agents, money lenders, currency exchange houses, casas de cambio, bureau de change, bank note traders, money services businesses, and other business offering money transfer facilities;
- Casinos, gambling, night clubs, card clubs, and international market agents of casinos;
- Unregulated non-profit organizations and charities (especially those operating on a “cross-border” basis or outside Singapore);
- Precious stones and metals dealers;
- Art and antique dealers and auction houses;
- Armament manufacturers, dealers and intermediaries; and
- Selected cash intensive businesses.
13.2 The Lender represents and warrants to Funding Societies (which
representations and warranties will be deemed to be repeated by such person on a continuous basis for so long as any of the terms of these T&Cs is in force as if repeated then by reference to the then existing circumstances) that:
STATEMENTS AND INFORMATION
- it has completed and passed the pre-qualification procedures administered by Funding Societies in order for the Borrowers to rely on prospectus exemptions under the SFA;
- the Lender is not carrying on, managing or controlling any business of moneylending, peer to peer lending or any other business which directly or indirectly competes with Funding Societies in Singapore;
- where it is a company, it is duly organised, established and validly existing under the laws of its jurisdiction or organisation, establishment or incorporation and, if relevant under such laws, is in good standing, and is capable of suing and being sued;
- it has the legal capacity to enter into, perform and deliver these T&Cs and to perform its obligations under these T&Cs and the relevant Loan Documents. Furthermore, that Lender has taken all necessary actions to authorise its entry into, performance and delivery of any obligations created under these T&Cs and the relevant Loan Documents;
- it shall refrain, and is strictly prohibited from, by any means or under any circumstances whatsoever, either directly or indirectly, approaching and/or contacting (including appointing any third party to do so) the Borrower and/or any relatives or employees of, or any parties related to, the Borrower and/or carrying out any efforts for the purpose of the enforcement or preservation of its rights against the Borrower under or in connection with the Loan Documents;
- its entry into, exercise of its rights and/or performance of or compliance with its obligations under these T&Cs and the relevant Loan Documents, do not and will not require authorisation, consent or approval of any person which has not already been obtained, or does not violate, or exceed any power or restriction granted or imposed by any Applicable Laws to which it is subject;
- these T&Cs have been entered into by the Lender as principal and not otherwise, and that the rights thereunder are not subject to any trust or other fiduciary obligations
- the obligations assumed by the Lender in these T&Cs and the relevant Loan Documents constitute the legal, valid, binding, and enforceable obligations of the Lender; and
- any information provided by the Lender to Funding Societies is true, complete, accurate, correct and not misleading in all material respects on and as at the date it was provided or as at the date (if any) at which it is stated. The Lender has duly disclosed in writing to Funding Societies all facts and information relating to the Lender which the Lender knows or should reasonably know and which are material for disclosure to Funding Societies in the context of these T&Cs. The Lender agrees and undertakes to keep Funding Societies updated immediately on any change in relation to the foregoing and further represents and warrants that such updated information and documents will be true, accurate, correct, complete and not misleading in any respect.
14.1 Funding Societies shall use its best endeavours, subsequent to the execution of the Loan Documents
and disbursement of the Loan amount, to provide the Lenders (who have successfully participated in the Loan) with monthly statements containing information relating to the Loan and Periodic Repayment Amount as well as periodic notifications. Funding Societies shall further provide the Borrower and Lenders with such statement, note or document in respect of the Loans as required by Applicable Laws.
14.2 Whenever the Borrower or Lender receives any statement, note or document in respect of the Loans from Funding Societies, the Borrower or Lender shall verify the same and shall inform Funding Societies of any mistakes or omission or disagreements within ten (10) calendar days from the date the statement, note or document was despatched or transmitted (“Stipulated Time
”). If a Lender notifies Funding Societies within the Stipulated Period that its funds in the Escrow Account were erroneously disbursed to a Borrower, Funding Societies will investigate such matter. If such investigation confirms the erroneous disbursement, Funding Societies shall require the Borrower to return the amount erroneously disbursed to the Borrower into the Escrow Account, and the Borrower agrees to immediately comply with such requirement no later than (3) calendar days as of receipt of an order to do so from Funding Societies. Funding Societies may (but is not obliged to) enter into arrangements with the Borrower to mitigate such shortfall in the funds disbursed to the Borrower.
14.3 If the Borrower or Lender fails to inform Funding Societies of any mistakes, or omission or disagreements within the Stipulated Time, it agrees that it no longer has the right to dispute or contest the accuracy of the statement, note or document. Accordingly, Funding Societies has the right to treat the Borrower or Lender’s silence as the Borrower or Lender’s representation that the statement, note or document is accurate. However, if Funding Societies becomes aware at any time that any statement, note or document is inaccurate, it may at any time amend the statement, note or document accordingly in its sole discretion. The Borrower or Lender shall immediately notify Funding Societies if any statement, note or document is not received by it in the ordinary course of business. For avoidance of doubt, Funding Societies shall not be held liable to any financial losses, damages and/or any costs and expenses arising out of in connection with the aforesaid said mistakes, omission or disagreements except that such is attributable to its gross negligence or wilful omission.
15.1 In the event that the Borrower or Escrow Account Agent is required to make a
Tax Deduction in respect of a payment payable to a Lender, the sum payable by the Escrow Account Agent to such Lender (in respect of which such Tax Deduction is required to be made) shall be decreased to a sum net of any Tax Deduction as instructed by Funding Societies in accordance with Clause 15.3 below. Where the Escrow Account Agent is required to make a Tax Deduction, the Escrow Account Agent shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in an amount as may be reasonably determined by Funding Societies (which in any event shall be at least the minimum amount required by Applicable Laws).
15.2 All calculation, determination or reporting of the amount of Tax Deduction
shall be carried out by Funding Societies in its sole discretion, and the Escrow Account Agent shall act on the instructions of Funding Societies in respect of distributions or payments to the relevant Lender and/or payments of Tax Deductions to the relevant tax authority. The Borrower hereby irrevocably authorises Funding Societies and/or the Escrow Account Agent to report, file and pay to the relevant tax authority any Tax Deduction on behalf of that Borrower.
15.3 The Lender shall promptly upon becoming aware that a Tax Deduction must be made in respect of any payment payable to that Lender by the Borrower (or that there is any change in the rate or the basis of a Tax Deduction) notify Funding Societies accordingly.
CESSATION OF SERVICE
16.1 Funding Societies may cease its provision of the Services to any Borrower for any or no reason upon fifteen (15) days’ prior written notice to the Borrower and may also do so immediately in the event where the Borrower has breached these T&Cs and/or any terms or conditions applicable to the Services or as stipulated in the Loan Documents, provided that Funding Societies instructs the Escrow Account Agent to return any monies of the Borrowers in the Escrow Account, without having to compensate any party in any forms whatsoever.
16.2 Funding Societies may cease its provision of the Services to any Lender for any or no reason upon fifteen (15) days’ prior written notice to the Lender, and may also do so immediately in the event where the Lender has breached these T&Cs and/or any terms or conditions applicable to the Services, provided that Funding Societies instructs the Escrow Account Agent to return any monies of Lenders in the Escrow Account.
17.1 In addition and without prejudice to any other right or remedy which Funding
Societies may have hereunder, at law, in equity or otherwise, each Borrower and each Lender agree to indemnify and hold harmless Funding Societies and its Officers against all taxes or Losses which may be suffered or incurred by Funding Societies as a result of or in connection with the Borrower’s or Lender’s breach of the T&Cs, Escrow Subscription Agreement or the relevant Loan Documents, and/or any steps taken by Funding Societies in the event of such breach of these T&Cs or the relevant Loan Documents.
EXCLUSION AND LIMITATION OF LIABILITY
18.1 Neither Funding Societies nor any of its Officers shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise, for any Loss suffered or incurred by a Borrower or a Lender as a result of or in connection with the provision of the Services or these T&Cs, unless Funding Societies or any of its Officers were grossly negligent, fraudulent or in wilful default of its duties and obligations under these T&Cs or applicable laws.
THIRD PARTY RIGHTS
19.1 Save to the extent expressly provided for in this Agreement, any person who
is not a party to these T&Cs has no any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any provision of these T&Cs.
TIME OF ESSENCE
20.1 It is a fundamental term of the relationship between the parties that a
Borrower and a Lender will perform its respective obligations on time.
21.1 Each Borrower and Lender undertakes to do all such further acts or things
required to give effect to the terms of these T&Cs.
NO WAIVER OF RIGHTS
22.1 A failure or delay on the part of Funding Societies in exercising any right,
power or privilege in respect of these T&Cs will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.
23.1 Funding Societies may at any time, give the Borrower and/or the Lender
notice of any amendment, variation, revision, supplement or any other change to these T&Cs by post, e-mail or such other means as Funding Societies shall deem fit. Changes shall take place on and from the date specified in the notice or if no such date is specified, on and from the date of such notice. Without prejudice to the foregoing, the continued usage of the Services after such change shall be deemed as the Lender’s and Borrower’s acceptance and agreement to the same.
24.1 In the event any provisions of these T&Cs are found to be or become
unlawful, invalid or otherwise unenforceable, that provision is deemed severed from these T&Cs and shall not affect the legality, validity and enforceability of the remaining provisions of these T&Cs, and shall continue in force as if such unlawful, invalid or unenforceable provision was severed from these T&Cs.
GOVERNING LAW AND JURISDICTION
25.1 These T&Cs will be governed and construed in accordance with the laws of
25.2 With respect to any suit, action or proceedings relating to any dispute arising
out of or in connection with these T&Cs, each party acknowledges and agrees to submit to the non-exclusive jurisdiction of the courts of Singapore.
PERSONAL DATA NOTICE
- From time to time, Funding Societies may collect from the following information and data:
- personal data about a Borrower's or Lender's , partners, directors, officers or authorised signatories, employees, borrowers, payors, payees, guarantors, other security providers, and other natural persons related to a Borrower or Lender (collectively all of the foregoing who are natural persons, Relevant Individuals). Such personal data may include names, identification particulars, date of birth, contact details and other relevant personal information; and
- information and data generated in the ordinary course of the relationship with Funding Societies. Such personal data may include signatures, answers to questions intended for security verification, emergency contact numbers or call back contact details.
- We collect information from or about the computers, phones, or other devices where you install or access our Services, depending on the permissions you've granted. We may associate the information we collect from your different devices, which helps us provide consistent Services across your devices. This includes, but are not limited to: 1.) Attributes such as the operating system, hardware version, device settings, file and software names and types, battery and signal strength, and device identifiers; 2.) Device locations, including specific geographic locations, such as through GPS, Bluetooth, or WiFi signals., 3.) Connection information such as the name of your mobile operator or ISP, browser type, language and time zone, mobile phone number and IP address.
- We collect information about the people you are connected to and how you interact with them, such as the people you communicate with the most. We also collect contact information you provide if you upload, sync or import this information (such as an address book) from a device.
- Personal data of a Relevant Individual may be processed, kept, transferred or disclosed in accordance with the Personal Data Protection Act 2012.
- A Borrower will be deemed to have consented (or obtained the consent of the Relevant Individuals) to the collection, use and disclosure of the above mentioned personal data of Relevant Individuals by the Borrower's continued dealing, use of Funding Societies' services, and/or acceptance of the terms and conditions contained herein. A Lender will be deemed to have consented to the collection of the above mentioned personal data of Relevant Individuals and the use of it (for Permitted Purposes only) by Funding Societies, by the Lender's continued dealing, use of Funding Societies' services, and/or acceptance of the terms and conditions contained herein.
- All other parties, including any guarantor or any institution providing escrow services to Funding Societies, agree to the collection, use and disclosure of the personal data by such persons continued dealing, use of Funding Societies' services, and/or acceptance of the terms and conditions contained herein.
Purposes for which Information is Used and Disclosed
- Information and data of or relating to the Borrower or Lender may be used and disclosed, including to places in or outside Singapore for the following purposes (collectively, Permitted Purposes):
- to make decisions relating to the arrangement of the Loan and maintaining accurate "know your client" information;
- to verify the identity or authority of representatives who contact Funding Societies, or may be contacted by Funding Societies, and to carry out or respond to requests, questions or instructions from verified representatives or other individuals pursuant to the current security procedures; and
- to conduct surveys and research, test features in development, and analyze the information we have to evaluate and improve products and services, develop new products or features, and conduct audits, reviews and troubleshooting activities.
Parties to whom Personal Data may be Disclosed for the Permitted Purposes
- Personal data of the Borrower or Lender may be disclosed, where permitted by applicable law, to the following entities (without limitation) (whether inside or outside Singapore) below for the Permitted Purposes or for processing in accordance with any Permitted Purposes on a need to know basis:
- any agent, contractor, or third party services provider which provides banking, remittance, administrative, mailing, telecommunications, call centres, business process, travel, visa, knowledge management, human resource, data processing, information technology, computer, payment, debt collection, credit reference checks or securities clearing or other services to Funding Societies in connection with the operation of business of Funding Societies;
- any person or entity which is part of Funding Societies and is under a duty of confidentiality to the disclosing Funding Societies entity although only to the extent necessary to fulfil the relevant Permitted Purposes;
- any person or entity to whom Funding Societies is under an obligation or otherwise required to make disclosure pursuant to legal process, or any other foreign or domestic legal and/or regulatory obligation, including disclosure to courts, tribunals, and/or legal, regulatory, tax and government authorities; and
- any actual or proposed assignee of Funding Societies or transferee of Funding Societies' rights in respect of any Borrower or Lender, or all or any part of the assets or business of Funding Societies, or any party giving or proposing to give a guarantee or third party security to guarantee or secure the obligations of the Borrower.