TERMS AND CONDITIONS

Please read this Terms and Conditions (“these Terms”) carefully. You (the “Customer”) are

advised to fully understand your obligations and risks under these Terms. If you have any

concerns with these Terms, consult a lawyer before entering into these Terms.

By lending or borrowing funds with FundTier Pte. Ltd. (FundTier) or registering and/or logging into the Platform, you have agreed to be bound by the terms and conditions set out herein and have entered into a legally binding Agreement with FundTier.

These Terms comprise:

(1) the terms and conditions set out herein;

(2) Terms of Use;

(3) FundTier’s Personal Data Notice;

(4) Standard Terms and Conditions to Promissory Note; and

(5) the Escrow Account Agreement available on the Platform, as may be amended, supplemented and/or substituted from time to time.

All access and use of the contents on the Platform and Services (as defined below) provided by FundTier shall be governed by these Terms.

1. GENERAL

1.1     The terms defined in Clause 21 and elsewhere in these Terms will have the meanings therein specified for the purpose of these Terms. Any reference to a Clause in these Terms is a reference to a Clause of these Terms.

1.2     In these Terms, 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.

1.3     No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.

1.4     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).

1.5     The headings used in these Terms are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms.

2. SERVICES AND DISCLAIMERS

2.1     The services provided by FundTier involve arranging for, facilitating, and making available between registered users of the Platform, financial instruments including, but not limited to a(n) (a) Promissory Note, (b) invoice discounting agreement, or (c) such other services as FundTier may introduce from time to time at any time (“Services”).

2.2     The Customer agrees that the use of the Platform and Services shall be extended to the Customer in accordance with these Terms or such other terms and conditions which FundTier may notify the Customer from time to time at any time.

2.3     The Customer agrees that FundTier shall be entitled at its absolute discretion to cancel, withdraw, restrict, suspend, vary or modify the use, feature and/or facilities of the Platform and Services (whether in whole or in part) and to vary or modify these Terms or such other terms and conditions (whether in whole or in part) at any time from time to time without notice and without giving any reason therefor and FundTier shall not be liable to the Customer for any loss or damage as a result thereof.

2.4     FundTier shall not be liable for acting upon any instructions from the Customer in good faith. Such instructions shall be deemed irrevocable and binding upon the Customer upon FundTier’s receipt notwithstanding any error, fraud, forgery, lack of clarity or misunderstanding in respect of such instructions.

2.5     FundTier does not in any manner warrant to any and all Customer that a Customer’s request can or will be fulfilled, or that the Customer will perform all the terms of any agreement arising out of, relating to or in connection with any of the Services in accordance with the terms hereof. These Terms and the membership of any Customer of the Platform do not in any way constitute an obligation on FundTier to procure funding for the Borrower or constitute a warranty by FundTier that such funding will be available.

2.6     Customer understands and acknowledges that FundTier holds a Capital Markets Services licence and is regulated by the Monetary Authority of Singapore. As such, FundTier is permitted to perform the regulated activity of dealing in securities under the Securities Futures Act (Cap. 289). The Customer further understands and acknowledges that FundTier is not licensed and/or regulated to perform any other activity, including, but not limited to, taking of deposits as defined under the Banking Act (Chapter 19 of Singapore), engaging in credit rating services, and the giving of financial advice and/or advising on corporate finance, nor is it licensed and/or regulated by the Registry of Moneylenders.

2.7     Customer also understands and acknowledges that FundTier’s role is limited to an administrative nature in arranging for the Customer to procure funding through instruments including, but not limited to, Promissory Notes or invoice discounting agreements.

2.8     The content and material available on the Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy, sell, subscribe or dispose of any investments, securities, any other financial services, financial instruments or banking product. FundTier does not and will not assume any advisory, fiduciary or similar or other duties or act as investment adviser to Customer. The Lender should not rely on any information contained on the Platform in making an investment or other decision. FundTier assumes, and relies on the assumption, that Customer has taken or will take the necessary independent legal, tax, financial or other advice in connection therewith. Nothing contained in the Platform constitutes or should be construed to constitute investment, legal, tax or other advice.

2.9     FundTier shall have the right, but not the obligation, to appoint third parties, the right to exercise the rights of FundTier, or perform obligations and/or functions of FundTier under these Terms, on such terms as may be agreed between FundTier and such third party from time to time and at any time. Evidence of such appointment will, at the request of the Customer, be provided to the Customer. Notwithstanding anything herein, the Customer acknowledges that the use of the Platform and Services involves risks, including without limitation, the risk of the Platform discontinuing its services and the risks of facility requests not being fulfilled or fulfilled to the satisfaction of the Borrower. FundTier shall in no manner be responsible for the conduct of any Customer and shall not be liable for any action (including harassment) or proceedings taken by any Customer against any other party.

2.10     The Platform and any information on the Platform, marketing material or any documentation that FundTier prepares are provided without any representations or any kind of warranties whatsoever (whether express or implied by law). FundTier expressly disclaims to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to the functionality, operability, accessibility, accuracy, correctness, reliability, update, timelines, satisfactory quality, merchantability, fitness for particular purpose, and non-infringement of proprietary rights. Neither FundTier, nor any of its directors, officers, employees, members, representatives, affiliates, agents, parent(s), subsidiaries, successors and assigns shall have any liability whatsoever for any expenses, losses or damages arising out of or in connection with, whether directly or indirectly, the functionality, operability, accessibility, accuracy, correctness, reliability, update, timelines, satisfactory quality, merchantability, fitness for a particular purpose (or lack thereof) of the Platform and the use of or reliance on all or any part of the information contained in this Platform, marketing material or any documentation that FundTier prepares.

2.11     FundTier shall use reasonable efforts to ensure the Services, functions contained in or access to the Platform or other content will be timely, uninterrupted or error-free, the Platform or its contents are free of infection by computer viruses, and that defects will be corrected as soon as practicable. Notwithstanding and without limiting the foregoing, the Customer agrees that FundTier shall not be liable for any loss or damage which the Customer may suffer as a result of the Customer’s use of or failure to obtain the Services (including without limitation any unsuccessful attempts to make offers of funds to Borrowers, transfer funds, make payments, failure to access accounts, or withdraw offers of funds made to Borrowers). In particular, FundTier shall under no circumstances be liable if the Platform or Service is unavailable, limited or affected in any way for any reason whatsoever including power or other failure. FundTier does not warrant that the Services, functions contained in or access to the Platform or other content will be timely, uninterrupted or error-free of infection by computer viruses, and/or other harmful or corrupting code, programme, macro and such other unauthorised software, or that the download, installation or use of any software or content of the Platform in or with any computer will not affect the functionality or performance of the computer. The Customer shall be responsible for obtaining and using the necessary software and/or equipment necessary to obtain access to the Platform at the Customer’s own risk and expense. The Customer shall also be responsible for the performance and security (including without limitation taking all necessary measures to the extent reasonably possible to prevent unauthorised use or access) of any software and/or equipment used by the Customer in connection with the Platform or Services. Further, the Customer (and not FundTier) shall assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer. The Customer agrees not to hold FundTier liable for the loss of any of the content in its computer and/or equipment, or for the deletion or failure to store any content maintained or posted by or through the Platform.

2.12     Other websites may contain links to the Platform. FundTier has no control over such sites and resources and the Customer acknowledges and agrees that FundTier is not responsible for the availability or contents of those websites and shall not be liable for any damages or injury arising from the availability or contents of those websites. FundTier disclaims all responsibility and liability, direct or indirect, for any damage or loss (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at the Customer’s own risk.

3. PERSONAL DATA PROTECTION

Customer hereby agrees that FundTier may collect, store, process, disclose, access, receive and/or use personal data (including sensitive personal data) about Customer, whether obtained from Customer or from other sources in accordance with the Personal Data Protection Act (2012). Customer understands, acknowledges and agrees to the FundTier Personal Data Notice as attached herein.

4. TERMS APPLICABLE TO THE BORROWER

4.1     FundTier will conduct an assessment on the Borrower’s application to borrow funds and during the process, FundTier may contact any relevant authorities or private companies to ascertain, verify and confirm relevant information about the Borrower including, but not limited to, its legal, operational or credit history. The Borrower hereby gives FundTier its express permission to do so.

4.2     Unless FundTier is required by the Law or has received prior written permission by the Borrower, FundTier will not reveal or disclose the documents provided by the Borrower to any third party.

4.3     Upon conclusion of FundTier’s assessment, FundTier will inform the Borrower of the outcome of the application and if successful, the proposed terms and conditions of the proposed financial instrument to be facilitated.

4.4     Upon the Borrower’s consent to the proposed terms and conditions, FundTier will invite prospective Lenders to commit funds to the Borrower. Please be informed that such facility request does not constitute an agreement to extend capital to the Borrower. It is only an agreement to open the request to the Lenders to commit funds to the facility. As such, this facility request will not be deemed as an offer to the Borrower.

4.5     The Borrower may elect whether or not to disclose its name in the facility request. The facility request will remain open for up to 30 calendar days, or for such period as may be agreed between Borrower and FundTier, starting from the day the facility request is first publicised to Lenders (the “Open Request Period”). At the expiry of the Open Request Period, if the total amount of funds pledged by the Lenders in aggregate toward the facility request is below 80% of the requested facility amount, the facility request shall be deemed to have expired and incapable of being accepted by the Borrower. The Borrower may withdraw the facility request at any time during the Open Request Period as long as the total amount pledged is below 80% of the requested facility amount.

4.6     Once the Lenders pledge a minimum of 80% of the requested facility amount, the Borrower will receive notification from FundTier. Upon receiving such notification:

a)     if the Borrower had elected to disclose its name in the facility request, the Borrower may at this point elect to either accept or reject the facility within 7 calendar days of receipt of the notification, or before the expiry of the Open Request Period, whichever is earlier (the “Borrower Decision Period”). If the Borrower neither accepts nor rejects the facility within the Borrower Decision Period, the Borrower is deemed to have accepted the facility amount that will be granted to the Borrower will equal the total amount pledged at the expiry of the Borrower Decision Period; or

b)     if the Borrower elected not to disclose its name in the facility request, the Borrower is obliged to disclose its name to Lenders who have pledged funds to the Borrower, Lenders have up to three (3) calendar days to withdraw their offer of funds to the Borrower. If at the expiry of the said timeframe, the pledged facility is maintained at a minimum of 80% of the requested facility amount the facility will remain open for further pledges until the Borrower elects to either accept or reject the facility within 7 calendar days in accordance with the terms and procedure set out in Clause 4.6(a) above. If the facility pledged falls below 80% of the requested facility amount the requested facility will be reopened and the terms and procedures set in Clauses 4.5 and 4.6 will apply.

4.7     The maximum facility amount that can be granted to the Borrower is the amount proposed to the Borrower by FundTier under the terms and conditions of the proposed financing instrument.

4.8     Upon the Borrower’s acceptance of the facility and the proposed terms and conditions of the financial instrument to be facilitated as stated at Clause 4.3, the Borrower agrees to enter into the relevant instrument and any related documents within the stipulated timeframe communicated to them by FundTier. The Borrower agrees to pay a sum of 1% of the facility amount to FundTier should they fail to enter into the relevant instrument on its part within that stipulated timeframe, whether due to its own act or failure to act.

4.9     Upon execution of the relevant agreement, the pledged amount held in the Escrow Account by the Escrow Agent will be made available to the Borrower, by way of a cheque, cashier’s order or bank transfer.

4.10     Upon registration, the Borrower will be able to input a referral code indicating a company or person that referred the Borrower to FundTier. Upon the Borrower’s successful application and following the execution of the relevant instrument, the Borrower and/or the referral partner may be compensated with a fee or a commission as regulated by the referral partnership agreement entered into between the referral partner and FundTier.

4.11     In consideration for the Services provided on the Platform, the Borrower agrees to pay the following:

a)     a one-time Origination Fee (subject to goods and services tax) to FundTier for arranging and rendering its Services to facilitate this loan which will be deducted upfront from the loan amount;

b)     a Processing Fee payable to FundTier every month for the duration of the loan tenor, as set out in an agreement entered into between the Borrower and FundTier; and

c)     all relevant fees to FundTier and/or any other relevant parties for arranging, facilitating, and administering the facility and the relevant instrument, whereby such relevant fees will be subject to goods and services tax.

5. TERMS APPLICABLE TO THE LENDER

5.1     FundTier reserves the right to reject the Lender’s application to any of the Services provided by FundTier.

5.2     As a registered user of the Platform, the Lender shall, inter alia, be able to:

a)     at the sole and complete discretion of FundTier, view a fact sheet on the Borrower; and

b)     pledge funds to note issuance requests from Borrowers on the Platform, such note issuance requests will remain open for the duration of the Open Request Period, or for such period as may be agreed in writing between the Borrower and FundTier.

5.3     The Lender will pledge funds via transferring such funds into the Escrow Account, whereby the Lender will be bound by the terms set out in the Escrow Account Agreement.

5.4     The Lender acknowledges that the funds held in the Escrow Account will be solely for the purpose of arranging an offer to fund the Borrower’s issuance requests. The holding of such funds should not be construed in any way to be the taking of deposits as defined under the Banking Act (Chapter 19) of Singapore.

5.5     The Lender further agrees that FundTier shall not, in any way, be liable or be charged for any interest and/or any other fees in relation to the funds held in the Escrow Account.

5.6     At the expiry of the Open Request Period, if the total amount of funds pledged by the Lenders in aggregate toward the facility request is below 80% of the requested facility amount, the facility request shall be deemed to have expired and will be cancelled.

5.7     Once the Lenders pledge a minimum of 80% of the requested facility amount, the Borrower will receive notification from FundTier. Upon receiving such notification:

a)     if the Borrower had elected to disclose its name in the facility request, the offer of facility made by the Lenders is binding and irrevocable unless the facility is cancelled (within a 30-day period). The Borrower may at this point elect to either accept or reject the facility within the Borrower Decision Period. If the Borrower neither accepts nor rejects the facility within the Borrower Decision Period, the Borrower is deemed to have accepted the facility, and the facility amount that will be granted to the Borrower will equal the total facility amount pledged at the expiry of the Borrower Decision Period; or

b)     if the Borrower elected not to disclose its name in the facility request, the Borrower is obliged to disclose its name to Lenders who have pledged funds to the Borrower, Lenders have up to three (3) calendar days to withdraw their offer of funds to the Borrower by sending an email to support@FundTier.com. If at the expiry of the said timeframe, the pledged facility is maintained at a minimum of 80% of the requested facility amount, the facility will remain open for further pledges until the Borrower elects to either accept or reject the facility within 7 calendar days in accordance with the terms and procedure set out in Clause 4.6(a) above. If the facility pledged falls below 80% of the requested facility amount, the request facility will be reopened and the terms and procedures set out in Clauses 4.5 and 4.6 will apply.

5.8     Each Lender can pledge a minimum of S$1,000.00, up to a maximum of the requested facility amount. The Borrower can only accept and be granted a maximum of 100% of the facility amount. The Lenders who pledged funds up to, and inclusive of, 100% of the facility amount will be considered first in funding the note issuance request or such other instrument as may be determined by FundTier from time to time. Should any of the Lenders first considered be unable to enter into an instrument to give effect to the facility, then FundTier may contact other Lenders who have pledged funds but were not first considered to participate as a Lender in the facility, provided always that FundTier retains its sole and absolute discretion in deciding who would be the Lenders in a proposed financing instrument.

5.9     Upon the Borrower’s acceptance of the facility, FundTier shall effect the transfer of such funds to the Borrower from the Escrow Account.

5.10     Prior to the successful transfer of such funds to the Borrower, FundTier will not, without the Lenders’ prior written consent, disclose any information of the Lenders, including but not limited to the Lenders’ name, unique entity number, directors of the Lenders, and any other information that may reveal its identity, to the Borrower until the date of the successful transfer of such funds to the Borrower.

5.11     Upon the successful transfer of such funds to the Borrower, the identities of the Lenders will not be made known to each other, but will be made known to the Borrower in order to effectuate the facility. Following the successful transfer of such funds, each Lender will earn interest based on the agreed rate on the facility amount that it has provided to the Borrower.

5.12     The Lender hereby acknowledges and agrees that FundTier would serve as a facilitator and administrator with respect to, in relation to and in connection with the transfer of such funds made to the Borrower. The Lender further understands that in performing its rights and obligations under these Terms and the Escrow Account Agreement, it will bear the risk of any capital loss which may occur, in which case the Lender will not hold FundTier liable for any event or occurrence not within the control of FundTier including, but not limited to, the default or non-performance of the Borrower.

5.13     Upon the Borrower’s default or failure to comply with the obligations as set out in the relevant instrument, FundTier will serve as an administrator and facilitator in recovering, either through its own means, or by engaging a third party professional debt collection agency, the amount owed by the Borrower to the Lender. The Lender understands and agrees that despite FundTier using its best efforts, the full amount owed by the Borrower to the Lender may not be fully recovered.

5.14     The Lender acknowledges that he is solely responsible for understanding and complying with his tax obligations (including the payment of all taxes imposed by relevant authorities on any interests received) in all jurisdictions in which those obligations arise and relating to use of FundTier’s Services. Certain countries may have tax legislation with extra-territorial effect regardless of the Lender’s place of domicile, residence, citizenship or incorporation. FundTier does not provide tax advice. The Lender is advised to seek independent legal and tax advice, FundTier is not responsible for the Lender’s tax obligations in any jurisdiction which may arise including any that may relate specifically to the use of Services provided by FundTier.

6. REPRESENTATIONS AND WARRANTIES

6.1     Customer makes the representations and warranties to FundTier as follows:

a)     the Customer is of sound mind, legal age and legal competence or is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation, and in good standing, if relevant under such laws, (as the case may be);

b)     the Customer has the legal capacity or the power (as the case may be) to enter into, perform, and deliver these Terms and the Customer’s obligations under these Terms, and the Customer has taken all necessary action to authorise its entry into, performance, and delivery of these Terms;

c)     the obligations expressed to be assumed by the Customer in these Terms constitute the legal, valid, binding and enforceable obligations of the Customer;

d)     any information contained in or provided by the Customer to FundTier is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

e)     there is no action, suit or proceeding at law or in 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 Terms or affect the Customer’s ability to perform its obligations; and

f)     the Customer is solvent and there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable.

6.2     Should there be any default in payment by the Customer to FundTier, and/or any dispute arising from the interpretation of these Terms, the Customer will first consult FundTier to consider any alternative recourse to the dispute as proposed by FundTier, before commencing any legal proceeding to resolve the said dispute.

6.3     The Borrower makes the representations and warranties to FundTier as follows:

a)     the Borrower is a corporation as defined under the Companies Act (Chapter 50); and

b)     the Borrower is not carrying on the business of moneylending in a way which contravenes the provisions under the Money Lenders Act (Chapter 188).

7. FORCE MAJEURE

7.1     FundTier shall not be in breach of these Terms, nor be liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to acts events, omissions, accidents beyond its reasonable control, including but not limited to any of the following:

a)     acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

b)     war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

c)     terrorist attack, civil war, civil commotions or riots;

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

e)     fire, explosion or accidental damage;

f)     collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

g)     interruption or failure of utility service, including but not limited to electric power, gas or water;

h)     any labour disputes, including but not limited to strikes, industrial action or lockouts;

i)     any interruption to the Platform or Services outside the reasonable control of FundTier; and/or

j)     acts of any government or authority.

7.2     In the event that any such delay or non-performance continues for a period in excess of 120 calendar days, FundTier shall have the right to terminate these Terms by giving the Customer fourteen (14) Business Days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

8. AUTHORISATION

8.1     The Customer authorises FundTier and/or its agents to:

a)     conduct credit checks on the Customer;

b)     obtain and verify any information about the Customer as FundTier may in its sole and absolute discretion deem fit and the Customer authorises all sources to which FundTier may apply to provide any information which FundTier may require in connection with a facility;

c)     disclose any information and/or data relating to the Customer and its account(s) and/or credit cards (if any) to FundTier, or any other information as FundTier may deem necessary to:

i.     any Customer’s head office, representative and branch offices and/or any related company or associated company of the Customer, in any jurisdiction;

ii.     any government or regulatory agency or authority;

iii.     any of the Customer’s potential assignee or any credit bureau (including without limitation Credit Bureau (Singapore) Pte Ltd) as well as the members of such credit bureau;

iv.     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

v.     any other person to whom disclosure is permitted or required by the Law.

9. INDEMNITY

Without prejudice to any other provisions under these Terms, the Customer agrees to indemnify, defend and hold harmless FundTier and its Officers, members, representatives, parent(s), subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of FundTier’s rights hereunder, the Customer’s use of the Platform and/or Services, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of these Terms by the Customer, the violation by the Customer of any rights of another person or entity or the breach by the Customer of any statutory requirement, duty or law.

10. EXCLUSION AND LIMITATION OF LIABILITY

10.1     Neither FundTier nor any of its Officers, members, representative, parent(s), subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities, assigns, contractors and Suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Customer as a result of, arising out of or in connection with the use, performance or provision of the Services, including without limitation the following:

a)     any delay or inability to use the Platform or Services;

b)     the provision or failure to provide the Platform or Services;

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

d)     any reliance on any statement, opinion, representation or information on the Platform or Services;

e)     the inability of the Borrower to have its requests for funds fully satisfied by Lenders through the Platform; and

f)     otherwise arising out of or in connection with these Terms.

10.2     In the event that FundTier is liable for damages, the Customer agrees that FundTier’s aggregate liabilities to the Customer for any and all damages, losses (whether direct, indirect or consequential) and causes of action (whether in contract, tort, including without limitation, negligence, or otherwise) in relation to, arising out of or in connection with the use of the Platform and these Terms shall not exceed the total amount of fees and charges paid by the Customer to FundTier in the six (6) months period immediately preceding the time such liability arose.

11. RELATIONSHIP OF PARTIES

Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. No party pursuant to these Terms has authority to enter into agreements of any kind on behalf of the other and no party shall be considered the agent of the other.

12. THIRD PARTY RIGHTS

A person who is not a party to these Terms may not enforce its terms under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore).

13. TIME OF ESSENCE

It is a fundamental term of the relationship between the parties that the Customer will perform its obligations on time, including without limitation, obligations set out in Clauses 4 and 5 of these Terms.

14. SEVERANCE

If any provision of these Terms is, becomes, or shall be held to be illegal, invalid or unenforceable, in whole or in part, in any respect under any law of any jurisdiction, the legality, validity and enforceability of the remainder of these Terms, this Agreement shall not be affected or impaired. To replace the invalid or cannot be performed provision and to fill the omission an appropriate provision shall apply which, to the extent legally possible, shall most nearly approximate to what the parties would have intended had they considered the point concerned on conclusion of these Terms. The same shall also apply if these Terms should be found to have any omissions.

15. ASSIGNMENTS AND TRANSFERS

Subject to the Lender’s assignment restrictions set out in FundTier’s ‘Standard Terms and Conditions of Promissory Note’, without the prior written consent of the other parties, one party shall not assign, transfer or novate all or any of its rights or obligations hereunder to any third party, save for an assignment transfer or novation made by FundTier, in which case consent of the parties shall not be required.

16. REMEDIES

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statutes or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of any right thereof or of the exercise of any other right.

17. NO WAIVER OF RIGHTS

A failure or delay in exercising any right, power or privilege in respect of these Terms 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.

18. ENTIRE AGREEMENT

These Terms and the documents referred to in it supersede all previous Terms between the parties (if any), and each party acknowledges that in agreeing to enter into these Terms, it has not relied on any representation, warranty, or any other assurance except those set out in these Terms.

19. AMENDMENTS

FundTier may at any time give Customer notice of any amendment, variation, revision, supplement or any other charge to these Terms by post, e-mail or such other means as FundTier shall deem fit. Changes shall take place on and from the date specified, on and from the date of such notice and shall apply to all use of FundTier’s Platform and Services and all borrowing and lending with FundTier. Without prejudice to the foregoing, the continued use of the Platform and Services after such change shall be deemed as the Customer’s acceptance and agreement to the same.

20. GOVERNING LAW AND JURISDICTION

20.1     These Terms will be governed and construed in accordance with the laws of Singapore.

20.2     The parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore in any matter or dispute arising under or in connection with these Terms (including a dispute regarding the existence, validity or termination of these Terms).

21. DEFINITIONS

Business Day means a day (other than a Saturday, Sunday or gazetted public holiday in Singapore) when commercial banks are open for banking business in the Republic of Singapore.

Borrower means a corporation as defined under the Companies Act (Chapter 50) that is seeking a facility via FundTier’s Platform.

Borrower Decision Period has the meaning specified in Clause 4.6(a).

Customer means either the Borrower or the Lender, or both, as the context may require.

Escrow Account means the escrow account wherein the funds deposited by the Lender and the repayments from the Borrower are held in escrow by the Escrow Agent in accordance with the Escrow Account Agreement.

Escrow Agent means Vistra Corporate Trust (Singapore) Ltd. (UEN No. 200609440R), a private limited company incorporated in Singapore and having its registered office at 80 Raffles Place, #16-20 UOB Plaza, Singapore 048624

Indemnified Parties has the meaning specified in Clause 9.

Law means all applicable laws, rules and regulation of Singapore where the facility takes place and constitution, rules, regulations, rulings, interpretations, customs, usages, protocols of governmental bodies and self-regulatory organisations.

Lender means a corporate, institution or individual that will lend to a Borrower.

Officer in relation to FundTier means any director, officer, or employee of FundTier.

Open Request Period has the meaning specified in Clause 4.5.

Origination Fee means a one-off fee payable by the Borrower to the Lender, as set out in the Promissory Note.

Platform means http://www.FundTier.com

Processing Fee shall mean the monthly fee payable by the Borrower to FundTier in consideration for the Borrower’s use of the Platform and services rendered by FundTier.

Promissory Note refers to the terms and conditions entered into between the Lender, Borrower, and/or FundTier, which contain the applicable rights, benefits, and obligations of the debt financing transaction.

Services has the meaning specified in Clause 2.1.

Terms 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.