1.1.1 "Account" means an account assigned by Validusto a Registered User to access the Platform and use the Services;
1.1.2 "Business Days" means a day (other than a Saturday and Sunday) on which banks are open for general retail business in Singapore;
1.1.3 "Debt" means any present, future, or contingent indebtedness, or obligation on the part of a Seller's debtor to pay the Seller any sums owed as reflected in an Invoice;
1.1.4 "Escrow Agent" means Vistra Trust (Singapore) Pte Limited, or such other escrow agent that is independent of Validus as may be appointed from time to time;
1.1.5 "Financing Agreement" means any Invoice Financing Agreement,Master Agreement for the Purchase of Invoices, or any other related documents, including any security documents related to the Invoice Financing transaction;
1.1.6 "Indemnified Parties"has the meaning ascribed to it in paragraph 11.2;
1.1.7 "Investor"means any individuals, corporations, limited liability partnerships, organisations, investment vehicles, associations or any other type of entity, whether or not incorporatedthat satisfies the requirements in paragraph 3.1.1and who isregistered on the Platform for the purposes of purchasing Invoices, individually or collectively with other Investors, that are offered for sale bySeller(s);
1.1.8 "Invoice Financing" means the type of financing applied for by a Seller whereby the Seller sells Debt(s) underlying certain Invoice(s) to Investors;
1.1.9 "Invoice Financing Agreement" means the master purchase and sale agreement between Validus and Seller for the purchase and sale of Debt(s) underlying the Invoice(s);
1.1.10 "Marks"has the meaning ascribed to it in paragraph 8.2;
1.1.11 "Master Agreement for the Purchase of Invoices" means the master purchase and sale agreement between Validus and the Investor for the sale of Debt(s) underlying the Invoice(s);
1.1.12 "Permitted Purposes" has the meaning ascribed to it in paragraph 9.4;
1.1.13 "Platform"means the online platform operated by Validus to provide the Services to Registered Users through the Website;
1.1.14 "Platform Content" means any information, software, products or services (including the Services) obtained from the Platform;
1.1.15 "Registered User"means any User who has been successfully registered by Validus to use the Services;
1.1.16 "Registration Information"means such information and/or documents required of a User as may be listed on the Website, or otherwise required by Validus from time to time, and which must be uploaded onto the Website during the registration process;
1.1.17 "Relevant Individuals" has the meaning ascribed to it in paragraph 9.1;
1.1.18 "Seller"means any corporation or limited liability partnership that satisfies the requirements in paragraph 3.1.2 and which is registered on the Platformfor the purposes of selling Debt(s) underlying certain Invoices to Investors;
1.1.19 "Services"means theprovision by Validusof anon-line marketplace through the Platform where Investors and Sellers may interact for the purposes of providing and receiving, respectively,funds in relation to Invoice Financingand pursuant to the terms of the Financing Agreements, and includes such assistance provided by Validus to both Investors and Seller to effect the arrangements under the Financing Agreements, and any addition, modification, suspension or termination of the foregoing, as stipulated by Validus from time to time;
1.1.20 "Software"has the meaning ascribed to it in paragraph 8.5;
1.1.22 "User", "You" or " Your" means any person using the Website whether as a visitor, or a Registered User, being an Investor or Seller;
1.1.23 "User Content" has the meaning ascribed to it in paragraph 4.4;
1.1.24 "Validus", "Our ","Us", or "We"refers to Validus Capital Pte. Ltd.; and
1.1.25 "Website"means this website: www.validus.sg.
1.2 Unless the context otherwise requires:
1.2.1 "person" refers to a firm, a body corporate or an unincorporated association;
1.2.2 any reference to any legal entity or individual persons includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees;
1.2.3 words importing the singular include the plural and vice‑versa; and
1.2.4 words importing a gender will include all other genders.
3.1 In order to obtain access to the Services provided through the Platform, you must:
3.1.1 if you are proposing to be an Investor:
184.108.40.206 (if you are a non-individual)be either an entity registered by the relevant regulatory authorities in Singapore,or a foreign entity, as may be approved by Validus;and
220.127.116.11 not be registered on the Platform as a Seller.
3.1.2 if you are proposing to be a Seller:
18.104.22.168 be a corporation or limited liability partnership registered with the Accounting and Corporate Regulatory Authority of Singapore, and have a bank account in Singapore;
22.214.171.124 not be registered on the Platform as an Investor; and
3.1.3 whether you fall under paragraph 3.1.1 or 3.1.2, be successfully registered by Validus on the Platform.
3.2 You are required to provide the Registration Information to enable Validus to carry out the registration process. Validus has the sole and absolute discretion whether or not toregister you as a Registered Userand create an Account for you.
3.3 By being a Registered User, you agree to receivecommunication (through any medium whatsoever) from Validus, which will include marketing materials such as newsletters, updates and promotions about the Services, Platform and/or the Website.
3.4 In applying to be registered with the Platform, you hereby represent, warrant, and undertake to Validusthat:
3.4.1 all Registration Information furnished by you is true, accurate, current and complete;
3.4.2 (if you are registering as an individual) you will not register for more than one Account or register for an Account on behalf of a person other than yourself;
3.4.3 (if you are registering on behalf of a corporate entity or other organisation) you have been provided with such consent and authorisation to register with andaccess the Platform, operate the Account and use the Services on behalf of such corporate entity or other organisation;
3.4.4 you are familiar with the functions of and understand and are capable of evaluating the risk factors in the mechanism of the Platform and in using the Services provided through the Platform, including the entering into of the Financing Agreements;
3.4.5 prior to participating in any transaction in connection with any Services provided through the Platform, you have reviewed or have had the opportunity to review the relevant Financing Agreements and fully understand the contents and the legal and financial implications arising from the Financing Agreements;
3.4.6 where you are registering as a Seller, all documents in relation to your full legal name and nature of entity (i.e.; corporation or LLP) furnished to Validus in respect of a transaction in connection with the Services provided through the Platform is true, accurate, current and complete; and
3.4.7 it is not illegal or unlawful for you to access the Website from the territory in which you are carrying out such access.
4.1 You will be responsible for all access to and activityon the Platform using your Account, even if the access is by another person without your consent. If you are a corporate entity or other organisation, you shall be responsible for the use of such entity's Account by your employee, subcontractor, agent or other authorized persons.
4.2 Accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Platform from elsewhere other than Singapore, you do so on your own initiative and are responsible for compliance with local laws in the territory of access.
4.3 Validus reserves the right at any time, to change, modify, suspend or discontinue the whole or any part of the Platform or Services. You agree that Validus shall be entitled at any time, at its sole and absolute discretionand without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Platform or the Services without assigning any reason thereof.
4.4 Validus does not represent, warrant or undertake that any information, data or other content that you store on or provide to the Platform (collectively "User Content")will not be subject to inadvertent damage, temporary unavailability, corruption or loss. You shall be responsible for making archival copies of all User Content. To the maximum extent permitted by law Validus will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store, access or encrypt any User Content.
4.5 Validus reserves the right at any time, at its sole and absolute discretion and without prior notice to terminate or suspend your Account or restrict your access to the Platform if:
4.5.1 there is the reasonable suspicion that there is an unauthorised use of your Account, or where Validus suspects that your Account will be used for illegal, fraudulent or unauthorized purposes. Any breach of security, loss, theft or unauthorized use of your Account details must be notified immediately to Validus;
4.6 For the avoidance of doubt, any existing obligations of an Investor or a Seller under any Financing Agreementswhich it is a party to will continue and shall not be extinguished by reason of the termination or suspension of such Investor's or Seller's Account or restrictions to such Investor's or Seller's access to the Platform pursuant to paragraph 4.5.
5.1 Your Account is personal to you and is not transferable.
5.2 By assessing the Website and/or using the Services provided through the Platform, you agree that you will not:
5.2.1 use the Platform in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
5.2.2 use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
5.2.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform or express or imply that Validusendorses any statement you make;
5.2.4 interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available or violate any requirements, procedures, policies or regulations of such networks;
5.2.5 transmit or otherwise make available in connection with the Platform any virus, worm or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
5.2.6 remove any copyright, trade mark or other proprietary rights notice from the Platform; or
5.2.7 as a result of your use of the Services provided through the Platform, be engaged in any business that is contrary to the laws of the time being of Singapore, including, but not limited to, the business of moneylending or in any activity that might constitute the business of moneylending under the Moneylenders Act (Cap. 188).
5.3 By assessing the Website and/or using the Services provided through the Platform, you further agree that you will not imitate, modify, copy, reverse engineer, disassemble, decompile, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell, in full or in part and in any way, the Platform, the Services or any Platform Content. Unauthorized modification and/or interference, misuse, abuse or unauthorized use of the Platform or the Platform Content may violate Validus' and/or third party owners' intellectual property rights, and may also be an offence under the Computer Misuse Act (Cap 50A). Notwithstanding the foregoing, Validusgrants the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator's public online search service.
5.4 Validus neither assumes nor accepts liability for any loss or damage, (whether direct or indirect), howsoever caused, as a result of any computer viruses, trojan horses, worms or similar items or processes arising from your use of the Website and/or Platform.
6.1 The Website and the Platform are provided "as is" and on an "as available" basis. Validus gives no representation, warranty or undertaking, express or implied, to anyone in relation to thefunctionality or otherwise of the Website or the information and materials provided on thePlatform.
6.2 Without prejudice to the generality of paragraph 6.1, Validusgives no representation, warranty or undertaking (as the case may be), express or implied, to anyone:
6.2.1 that theWebsite and/or the Platform will constantly be available or available at all in respect of viewing, transactions or otherwise;
6.2.2 that any individual function or feature of the Platform will be uninterrupted and/or error free;
6.2.3 that the Website and/or the Platform or the servers that make them available will be free of viruses, malware or other harmful components;
6.2.4 that the Website and/or the Platform will be compatible with all software and hardware or that it will be secure;
6.2.5 that the Website and/or the Platform are/isof satisfactory fitness or quality for any general or particular purpose;
6.2.6 that any defects on the Website and/or the Platform will be corrected immediately and promptly;
6.2.7 that the materials on the Platform are appropriate or available for use in locations outside Singapore;
6.2.8 that the information on theWebsite, Platform,marketing material or in any documentation that Validus prepares is complete, true, accurate, non-misleading, reliable or validity; or
6.2.9 regarding any Seller's or the Seller's debtors' ability to pay or repay, or its credit worthiness.
6.3 The content and material available on the Website and/or through the Platform are for general informational purposes only. Nothing on the Website and/or the Platform constitutes or should be construed to constitute:
6.3.1 the making or offering to make or inducing or attempting to induce any person to enter into or to offer, a solicitation, an invitation, advice, recommendation or endorsement to buy or sell investments, securities, investment products or any other financial services; or
6.3.2 advice of any kind, whether being advice of an investment, legal, tax, risk assessment, financial nature, or otherwise.
For the avoidance of doubt, Validus does not and should not be construed as giving advice of any kind, in particular advice on investment products, securities, etc., by providing instructions to a User on how to use the Website, Platform and/or the Services available, or summaries of financial or business information concerning any particular Seller produced from information provided by such Seller.
7.1 The Website and/or the Platform may contain links to other websites and online resources which are not maintained or operated by Validus. The use of such third party websites and resources is at your own risk. Validus is not responsible for and does not endorse the availability or contents of such third party websites or resources and shall not be liable for any damages or loss (including any computer viruses, trojan horses, worms or similar items or processes), arising from the availability of contents of those third party websites or resources.
7.2 You agree that the Services may include advertisements which may be sent unsolicited to you. Your dealings with, or participation in promotions of, advertisers found on or through the Website and/or the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Validusshall not be responsible or liable for any loss or damage of any sort suffered or incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website and/or the Platform.
8.1 Save as set out below, access to the Platform and/or use of the Services through the Platform does not grant, assign, transfer or constitute a license to you of any intellectual property rights over the Platform Content. Provided you keep intact all accompanying copyright and other proprietary notices, you shall be entitled to:
8.1.1 retrieve and display the Platform Content on any compatible device owned by you; and
8.1.2 retain a copy of the Platform Content for archival purposes.
8.3 Validus and its affiliates and licensors own and retain all right, title and interest in and to (a) the Platform; (b) all hardware, software, and other items used to provide the Services; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
8.4 By submitting, posting or displaying content on or through the Platform, you grant Validus a worldwide, non-exclusive, royalty-free licence to reproduce, adapt and publish such content on the Platform for the purpose of displaying, distributing, marketing and promoting the Platform or any other of our Services. You further grant to Validus an irrevocable non-exclusive royalty-free license to use such content, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including, but without limitation, the developing and/or enhancing and/or marketing of Services. Validus reserves the right to retain an archival record of all such content including those deleted or removed by you.
9.1 From time to time, Validus may collect from (a) Users, (b) third parties, including Relevant Individuals (as defined below) and/or (c) publicly available sources including credit bureaus personal data about the Users and (the following individuals collectively referred to as, " Relevant Individuals") related parties, including but not limited to the User's beneficial owners, partners, directors, officers or authorised signatories, employees, customers, payors, payees, guarantors, other security providers and other natural persons related to User. Such personal data may include names, identification particulars, date of birth, contact details and other relevant personal information.
9.2 Information and data may also be generated in the ordinary course of the relationship with Validus, for example, through the use of an Account (on the Platform) or when a Relevant Individual gives instructions in respect of the transaction in connection with a User. Such personal data may include, but is not limited to, signatures, answers to questions intended for security verification, emergency contact numbers or call back contact details.
9.3 Personal data of a Relevant Individual may be processed, kept, transferred or disclosed in accordance with the PDPA.
9.4 By the User's continued dealingwith, access of the Website and/or use of the Services, the User will be deemed to have consented (or obtained the consent of the Relevant Individuals) to the collection, use and disclosure of personal data of Relevant Individuals for the following purposes (the " Permitted Purposes"):
9.4.1 to administer your Account with Validus and provide Services to you including but not limited to the facilitating the transferof funds for Registered Users, maintaining accurate "know your customer" information, to verify the identities or authorities of Users and/or their representatives who contact Validus or may be contacted by Validus, to carry out or respond to requests, questions or instructions from Users and/or their representatives, and to perform risk modelling or analysis;
9.4.2 to facilitate transactions in connection with the Services;
9.4.4 to conduct credit and/or identity checks and sharing it with third parties to safeguard or protect Validus against instances of fraud or in the assessment of viability of Users to perform their obligations in relation to the Platform and/or the Services, and any other documents entered into or agreed to by such Users;
9.4.5 to carry out, monitor and analyse Validus' business;
9.4.6 to send you marketing materials that you have agreed to receive pursuant to paragraph 3.3;
9.4.7 as part of any sales, mergers, or similar change of Validus' business;
9.4.8 to comply with any applicable laws, rules, or regulations in any country; and
9.4.9 to detect, prevent and investigate fraud.
9.5 Personal data may be disclosed to the following entities (inside or outside Singapore) for the Permitted Purposes or any other purposes arising out of or in connection with any Permitted Purposes on a need to know basis:
9.5.1 any agent, contractor, or third party services provider who 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 risk modelling or analysis or other services to Validus in connection with the business operations of Validus;
9.5.2 any person or entity working for Validusor is a part of Validus' group companies and is under a duty of confidentiality to the disclosing Validus entity although only to the extent necessary to fulfill the relevant Permitted Purposes;
9.5.3 any person or entity to whom Validus is under an obligation or otherwise required to make disclosure pursuant to any applicable laws, including disclosure to courts, tribunals, and/or legal, regulatory, tax and government authorities;
9.5.4 any actual or proposed assignee of Validus or transferee of Validus' rights in respect of the User, or all or any part of the assets or business of Validus;
9.5.5 any party giving or proposing to give a guarantee or third party security to guarantee or secure the obligations of the User;
9.5.6 any credit bureau (including without limitation Credit Bureau (Singapore) Pte Ltd) as well as the members of such credit bureau and other relevant third parties (e.g.; banks, financial intermediaries, insurers, reinsurers, escrow agents and other P2P platforms).
9.6 If you have given false or inaccurate information or we suspect fraud we will record this and may pass this information to fraud prevention and law enforcement agencies.
9.7 Validus will keep your personal data for no longer than is necessary for the Permitted Purposes or to meet legal and regulatory requirements.
10.1 You acknowledge that Validusand the Platform are not licensed or regulated by the Monetary Authority of Singapore.None of the Services constitutes or should be construed as an activity that would require licensing or regulation under any laws of Singapore.
10.2 You acknowledge that Validus' role and business in providing the Services is limited to an administrative nature.
10.3 By purchasing the Debt(s) underlying certain Invoices as an Investor on the Platform (by way of Invoice Financing), you will be and are doing so at your own risk. You retain complete control and discretion over the decision whether or not to provide financing to any Seller and your participation in the Platform and Financing Agreements issued through it. Validus gives no representation, warranty or undertaking to any Investor of the creditworthiness of any Seller and Validus will not be liable to any Investor if any Selleror its relevant debtor(s) fails to fully comply withany of its repurchase or repayment obligations under any Financing Agreements, including payment of any related coupon rate, fees, late charges, etc. Investors waive all their rights against Validus if they are unable to fully recover unpaid amounts owed under the Financing Agreementsor if the Investor does not receive expected returns from the financing provided, or in respect of any Services performed by Validus through or in connection with the Platform.
10.4 Validusgives no representation, warranty or undertaking to any Seller that the Services will enable any Seller to receive from Investors the full amount requested to be financedor that there will be any Seller for any Investor to provide financing to on the Platform.
10.5 Validus accepts no responsibility and disclaims all liability for any information about any Seller made available to Investors through the Platform. Validus may, from time to time, but accepts no obligation to, require Sellers to update or amend their information.
10.6 By being an Investor, you shall not rely on any information contained in the Platform in committing funds to the Seller but shall undertake your own research, analysis, and assessment to form your own opinion, and obtain specific professional advice as you consider necessary or appropriate before entering into any Master Agreement for the Purchase of Invoices.
10.7 You acknowledge that you are solely responsible for understanding and complying with your 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 the Services. Validus does not provide tax advice and is not responsible for your tax obligations in any jurisdiction which may arise as a result of your use of the Services. You shall obtain independent legal, tax and financial advice as you consider necessary or appropriate before entering into any Financing Agreement.
11.2.1 the use or performance of the Platform or Services;
11.2.2 any authorised use of your Account;
11.2.3 the delay or inability to use the Platform or Services;
11.2.4 the provision of or failure to provide the Platform or Services;
11.2.5 any use/misuse of Platform Content and related graphics obtained through the Platform or Services;
11.2.6 any reliance on any statement, opinion, representation, warranty or information on the Platform or Services;
11.2.7 the information about a Seller made available to Investors through the Platform; or
11.2.8 otherwise arising out of the use of the Platform or Services,
whether based on contract, tort, strict liability or otherwise, except where such loss or damage arises was caused by the negligence, wilful default or fraud ofValidus.
11.3 If Validus is liable to any User for damages, losses, expenses or other liabilities of the scope set out aforesaid in paragraph 11.2, Validus' aggregate liability to affected Users in respect of the same (whether in contract, tort, strict liability or otherwise including, without limitation, negligence, wilful default, fraud or otherwise) shall not exceed the total amount (if any) of fees and charges paid by such Users to Validus in the 6 months' period immediately preceding the time such liability arose. For the avoidance of doubt, Validusshall have no liability hereunder to any User where such User has not paid any fees or charges to Validus.
12.1 You agree to maintain strict confidence and secrecy of all information of a proprietary or confidential nature that you receive, through the Platform, the Website and pursuant to the Financing Agreements.
12.2 Your obligation in paragraph 12.1 shall not apply to:
12.2.1 any information which is required to be disclosed by you pursuant to any applicable legal requirement or legal process issued by any court or any competent government authority or rules or regulations of any relevant regulatory body;
12.2.2 any information which is or becomes generally known to the public, other than by reason of a breach by you of this paragraph 12;
12.2.3 any information which you are required to be disclosed pursuant to any applicable laws; and
12.2.4 any information disclosed by a User to its lawyers, auditors and bankers or other financiers, on a need-to-know basis and provided that such disclosure is on the basis that such recipients of the information comply with this paragraph 12.
13.1.1 acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
13.1.2 war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
13.1.3 acts of any government or authority;
13.1.4 terrorist attack, civil war, civil commotions or riots;
13.1.5 any labour disputes, including but not limited to strikes, industrial action or lockouts;
13.1.6 nuclear, chemical or biological contamination or sonic boom;
13.1.7 fire, explosion or accidental damage;
13.1.8 interruption or failure of utility service, including but not limited to electric power, gas or water;
13.1.9 collapse of building structures, failure of plant machinery, machinery, computers or vehicles; and/or
13.1.10 any interruption to the Platform or Services outside the reasonable control of Validus.
Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between Validus and a User.