1.1. We, F&F Fintech Pte. Limited (“F&F”), are a Singapore-incorporated company, which operates an online funding platform (“Platform”), accessible via F&F’s website, at https://www.foodandfinance.asia/ (“Website”), which allows a Singapore company borrower (the “Borrower”) to seek funding by way of loans (“Funding”), pursuant to funding request(s) (“Funding Request(s)”) posted on F&F’s Platform.
1.2. These terms (“Platform Terms”) describe how Funding Request(s) may be posted and how F&F may fulfill such Funding Request(s). They also set out the terms and conditions of any confirmed arrangement to be entered into between a Borrower and F&F (“Arrangement”). These Platform Terms shall be deemed to include:
1.3. F&F may change these Platform Terms from time to time, at F&F’s discretion, but any such change will only apply to Arrangements entered into after F&F has uploaded the new Platform Terms which will state clearly the date from which they become effective. Any new Platform Terms shall be made available on F&F’s Website but the Borrower agrees and acknowledges that it is primarily responsible for keeping themselves updated, from time to time, of any such changes.
1.4. In the event of any inconsistency between the Platform Terms and the terms and conditions governing the credit facility granted to the Borrower (“Facility Agreement”), the Facility Agreement shall prevail.
2.1. We are an “excluded moneylender” under the Moneylenders Act (Cap. 188) of Singapore. Therefore, we do not provide moneylending services to individuals.
2.2. We may assign a credit score to entities who apply for a credit facility offered by F&F, for the purposes of assessing their eligibility for such credit facility and assigning them with an appropriate maximum credit limit and risk level. This shall not constitute a regulated activity under the Securities and Futures Act (Cap. 289) of Singapore.
3.1. We do not provide any form of investment advice or recommendation to any Borrower regarding any Funding Request(s) or Arrangement.
3.2. All data available on F&F’s Platform is strictly for information purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation on F&F’s part to buy or sell any securities or other capital markets product or financial services.
4.1. Subject to these Platform Terms, the Borrower may, from time to time, publish information about their history and/or operations (“Borrower Data”) on the Platform. As a convenience to F&F, we may also (but shall not be obliged to) publish additional data about a Borrower, as extracted or obtained from independent third-party sources (“Borrower Public Data”).
4.2. We are not responsible for and make no representation whatsoever regarding the accuracy, completeness or otherwise of any Borrower Data or Borrower Public Data.
5.1. To be eligible to make an application for a credit facility from F&F via the Platform, an entity must:
5.2. An application to be registered as a Borrower (“Application”) must be made via the Website accompanied by the prescribed information and documents, and must meet any additional verification procedures that F&F may, in its sole discretion, implement on a case-by-case basis (including credit checks). F&F may, in connection with such verification procedures, disclose information contained in the Application and/or the prescribed information and documents provided by the Borrower to F&F, to other financial institutions, banks, credit bureaus, credit agencies, and other analogous entities.
5.3. F&F shall endeavour to review each Application within one (1) day from the date of its submission, provided that all the relevant documentation submitted is accurate and complete.
5.4. If the Application is successful, we will notify the applicant by way of electronic mail at the email address provided in the Application. Subject to the applicable laws, we reserve the right to decline, in our sole and absolute discretion, any Application to register with the Platform, without assigning any reason.
6.1. Following the successful registration as a Borrower, each Borrower will be allocated a virtual account on the Platform (“Borrower’s Account”), with a unique username and password. Each Borrower will also be assigned the appropriate maximum credit limit (“Maximum Credit Limit”) and risk level based on F&F’s assessment of the information and documents submitted by the Borrower.
6.2. The Borrower’s Account shall allow the Borrower to access and use the Platform to submit Funding Request(s), and to issue and/or receive communications, instructions and documents from F&F in relation to such Funding Request(s).
6.3. The Borrower’s Account shall be for the exclusive use and benefit of the Borrower and each Borrower’s rights and entitlements as reflected in its Borrower’s Account may not be assigned or transferred without F&F’s prior written consent.
6.4. Each Borrower shall be responsible for taking all necessary steps within its control to ensure the security and integrity of its Borrower’s Account at all times, including, but not limited to, keeping the Borrower’s username and password to the Borrower’s Account strictly confidential.
6.5. All Borrowers must immediately notify us should they become aware of any breach or threatened breach of the security or integrity of their Borrower’s Account and shall continue to be liable for any communications and/or instructions issued, and/or transactions effected via their Borrower’s Account prior to such notification.
6.6. We may, from time to time, require Borrowers to reconfirm the information that have been provided to us in their Application. Failure to reconfirm or meet the prevailing requirements may result in the Borrower’s ability to use the Platform (including, but not limited to, making Funding Request(s)) being suspended, restricted, withdrawn or otherwise terminated, in full or in part, without prior notice.
7.1. Upon successful registration as a Borrower, the Borrower may apply for advance(s) (“Advance(s)”) of amount(s) which are within the Maximum Credit Limit of the Borrower by submitting Funding Request(s) in the form set out at Annex A of these Platform Terms via the Platform. The Borrower will be required to indicate the amount, interest rate and loan tenure in the Funding Request(s).
7.2. The Funding Request(s), once successfully submitted via the Platform, shall be irrevocable and binding on the Borrower.
7.3. F&F shall endeavor to review the Funding Request(s) within one (1) day (inclusive of days which are not Business Days) from the date of its submission, provided that all the relevant documentation submitted by the Borrower is accurate and complete.
7.4. The Borrower will be notified of the outcome of the Funding Request(s) via a notification posted to the Borrower via the Platform. Subject to the applicable laws, we reserve the right to decline, in our sole and absolute discretion, any Funding Request(s) without assigning any reason.
7.5. The Borrower shall not be allowed to make any further Funding Request(s) until the Borrower has duly paid at least four (4) instalment payments in respect of existing credit facilities granted by F&F, and provided that the Borrower will not exceed its Maximum Credit Limit if such further Funding Request(s) were approved.
7.6. Following the approval of the Borrower’s Funding Request(s), the Borrower shall be issued an electronic Facility Agreement containing the terms and conditions of the credit facility granted by F&F. The Borrower shall execute the Facility Agreement within three (3) Business Days from the date of issuance, failing which the Facility Agreement shall lapse and no longer be valid for acceptance.
7.7. Each of the Advance(s) given by F&F to a Borrower, or payment made by a Borrower pursuant to a Facility Agreement from time to time shall be correspondingly reflected as a debit or credit (as the case may be) to the Maximum Credit Limit of the Borrower, within a reasonable amount of time.
We reserve the right to require each Borrower to duly substantiate, to our satisfaction, their source of funds when making payments pursuant to the Facility Agreement.
9.1 If the Borrower requests an amendment to or withdrawal of any Funding Request(s), F&F may (but shall not be in any way obliged to), at its sole and absolute discretion, allow the Borrower’s request, provided that the Borrower shall pay F&F on demand an administrative fee of S$100.00 (or such other amount as the Lender may determine in writing from time to time) to cover F&F’s administrative costs in responding to, evaluating and/or effecting that request.
9.2 In consideration of F&F’s services in providing the Platform and facilitating the Facility Agreement with the Borrower, F&F shall be entitled to charge a processing fee equivalent to 5.00% of the amount of the Advance(s) to be provided under each Notice of Drawing in the form approved by F&F (or such other amount as the Lender may determine in writing from time to time), which shall be deducted upfront from any Advance(s) prior to disbursement from F&F to the Borrower.
9.3 If the Borrower fails to identify any payment it makes to the Lender under the Facility Agreement by indicating the full name of the Borrower in the payment description, the Borrower shall pay the Lender on demand an administrative fee of S$30.00 (or such other amount as the Lender may determine in writing from time to time) to cover the Lender’s administrative costs in processing such unidentified payment from the Borrower.
9.4 If the Borrower commits any Event of Default or Potential Event of Default (as defined in the Facility Agreement), including, but not limited to, any default in making any payment or part thereof when due under this Agreement, the Borrower shall pay the Lender an administrative fee in the amount set out in the Notice of Drawing (or such other amount as the Lender may determine in writing from time to time)for each occurrence of Event of Default or Potential Event of Default in relation to the Advance provided under such Notice of Drawing. Such administrative fee shall become immediately due and payable by the Borrower, and shall be applied towards defraying the Lender’s administrative costs in connection with the Event of Default or Potential Event of Default.
Each Borrower acknowledges to F&F that each of them are solely responsible for understanding and complying with their tax obligations in respect of any monies received pursuant to a Facility Agreement in any applicable jurisdiction in which those obligations may arise. Certain countries may have tax legislation with extra-territorial effect regardless of the Borrower’s place of domicile or country of incorporation. We do not provide tax advice and Borrowers are advised to seek independent legal and tax advice if they are in any doubt.
11.1. Each of the Borrowers represents and warrants to F&F, in relation to any Facility Agreement(s) that F&F may enter into with the Borrower, that:
12.1. Each Borrower hereby represents, warrants and undertakes, to F&F that:
12.2. For the purposes of this paragraph 12, a “U.S. Person” includes, a U.S. partnership or U.S. corporation.
13.1. F&F reserves the right to, at any time, suspend, restrict, withdraw or otherwise terminate, in full or in part, the use of any Borrower’s Account, in F&F’s sole and absolute discretion and without assigning any reason.
13.2. Without limiting the generality of the foregoing, F&F may do so:
13.3. Subject to any applicable law, any action taken by F&F to suspend or revoke a Borrower’s Account shall not affect any accrued rights and/or liabilities of any party prior to such action being taken.
14.1. The Platform is provided on an “as is” and “as available” basis and F&F does not warrant that (a) access to the Platform or any of its functionality will be timely, uninterrupted or error free, (b) defects will be corrected, or (c) the Platform will be free of infection by computer viruses or other harmful or corrupting code or software.
14.2. F&F reserves the right, in F&F’s absolute discretion, to vary or modify any of the features or functionality of the Platform and/or to suspend or terminate the operations of the Platform at any time, as F&F deems fit, without notice or giving any reasons.
14.3. Subject to any applicable law, any such action by F&F shall again not affect any accrued rights or liabilities of any party prior to such action being taken.
15.1. To the fullest extent permitted by law, F&F expressly disclaims all express, implied and statutory warranties, including, without limitation, warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updated-ness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose and non-infringement of proprietary rights.
16.1. The use of the Platform by any Borrower and their entry into any Facility Agreement(s) is solely at their own risk and, to the fullest extent permissible by law, F&F shall not be responsible or liable to any Borrower for any expenses, losses, costs, damages, liabilities or other consequences whatsoever that they may suffer or incur, directly or indirectly, in connection with any such use or Facility Agreement, whether the cause of action is founded in contract, tort (including negligence) or other legal theory.
16.2. Without limiting the above, F&F shall, in no event, be liable for any indirect, special, economic or consequential loss or damage, including any loss of revenue or income, loss of contracts, loss of reputation or goodwill, or loss or corruption of information or data, whether or not F&F has been informed of such a possibility.
18.1. F&F shall treat as confidential and not disclose or use any information received or obtained from the Borrower as a result of the Borrower entering into the Facility Agreement (or any agreement entered into pursuant to the Facility Agreement), including, without limitation:
(collectively, the “Confidential Information”).
18.2. Paragraph 18.1 shall not prohibit disclosure or use of any Confidential Information if and to the extent:
19.1. All intellectual property rights in or to the Platform, including any trademarks associated therewith and any content contained therein, shall belong exclusively to F&F and/or F&F’s licensors, as the case may be.
19.2. Aside from the above, any trademarks owned or licensed by third parties, as well as the names of any companies, products, systems or solutions that may be referred to on the Website belong exclusively to their respective owners or licensees and F&F does not represent itself as being in any way connected, associated or affiliated with such owners or licensees.
20.1. Borrowers may instruct F&F to perform tasks in respect of the Platform on their behalf, but F&F shall not be obliged to accept and act on such instructions.
20.2. If F&F elects to accept and act on the instructions given by the Borrowers, such instructions shall be irrevocable and binding on the Borrowers.
20.3. In consideration of F&F accepting and acting on instructions given by the Borrowers through the Platform, by post, by email, by fax or in any other mode or manner, the Borrowers agree:
21.1. If F&F ceases operating the Platform, all existing loans (including all relevant data) will be transferred to and managed by a party that will be identified by F&F. F&F shall notify all Borrowers of the identity of this party (“New Party”) in writing at least fifteen (15) Business Days prior to the cessation of Platform operations (“Cessation Notice”).
21.2. The particulars of all Borrowers shall be transferred to the New Party in accordance with the applicable laws (including, but not limited, to the Personal Data Protection Act of Singapore), and Borrowers may carry on with their Facility Agreements with the New Party.
21.3. Borrowers who are transferred to the New Party as mentioned in paragraph 21.2 shall forthwith be bound by the terms and conditions governing the New Party’s operations. The additional costs incurred (if any) shall be borne by the Borrower.
21.4. All Borrowers who do not have an existing Facility Agreement with F&F shall have their Borrower’s Account closed within sixty (60) days (inclusive of days which are not Business Days) of the Cessation Notice.
21.5. All Borrowers expressly acknowledge and agree to this paragraph 21 and shall indemnify the New Party for performing its role in managing the Facility Agreements that were transferred from F&F to the New Party.
22.1. Each of the Borrowers undertakes to indemnify F&F, F&F’s third party service providers (including technological and analytical providers) and each of F&F’s and F&F’s third party service providers’ members, partners, shareholders, members, officers, directors, employees and agents (the “Indemnitees”), harmless from and against any losses, liabilities, costs, claims, demands, obligations, actions, proceedings, suit, judgment, damages or expenses which all or any of the Indemnitees may incur or sustain or which may be made against all or any of them arising out of or in relation to or in connection with (a) performing F&F’s role and/or responsibilities to them under these Platform Terms, (b) in respect of any Application(s) (including conducting credit assessment or activities relating to credit assessment), Funding Request(s), or Facility Agreement(s) in which they are involved, and/or (c) arising out of any breach of these Platform Terms on their part.
All notices and communications between F&F and any Borrower shall be sent via the Platform or (in the case of notices and communications from F&F to the Borrower) sent via electronic mail to the address of such Borrower as last registered with F&F, or any other digital channel that may be advised from time to time. Such notices or communications shall be deemed to have been received upon successful transmission.
The Platform Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. Each Borrower irrevocably agrees for the exclusive benefit of F&F that the courts of the Republic of Singapore shall have exclusive jurisdiction to hear and determine any disputes, which may arise out of or in connection with this Agreement and the Borrower irrevocably submits to the jurisdiction of such courts. F&F reserves the right to commence proceedings in any other court of competent jurisdiction or in any other jurisdiction.
25.1. Unless the context requires otherwise:
“Advance(s)” means any, each or all (as the context may require) of the advance(s) made or to be made under the Facility Agreement following the delivery of a Notice of Drawing and subject to the terms of the Facility Agreement;
“Application” shall have the meaning given to it in paragraph 5.2;
“Borrower Event of Default” means the occurrence of any of the following events:
“Business Day” means a day (other than Saturday, Sunday or public holiday) on which commercial banks are open for business in Singapore;
“Confidential Information” shall have the meaning given to it in paragraph 18;
“Confidentiality Agreement” shall have the meaning given to it in paragraph 18;
“Facility Agreement” shall have the meaning given to it in paragraph 1.4;
“Funding” shall have the meaning given to it in paragraph 1.1;
“Funding Request(s)” means a request submitted by a Borrower via the Platform for credit facilities provided by F&F;
"Guarantor" means any person giving the Personal Guarantee;
“Indemnitees” shall have the meaning given to it in paragraph 22.1;
“Material Adverse Change” means any change in circumstances which, in the reasonable opinion of the F&F, constitutes a material change adversely affecting the business, the shareholdings, prospects, assets and/or financial position of the Borrower and/or any Guarantor, or affects the Borrower and/or the Guarantor ability to perform or comply with any of their obligations under the Facility Agreement and the Personal Guarantee respectively;
“Maximum Credit Limit” means the Maximum Aggregate Principal Amount (as defined in the Facility Agreement) specified at paragraph 4 of Appendix A of the Facility Agreement;
“New Party” shall have the meaning given to it in paragraph 21.1;
“Notice of Drawing” means the web page(s) and/or any documents hosted on the Platform whereby the Borrower (i) gives notice in accordance with the Facility Agreement in the form set out at Annex A of these Platform Terms, and (ii) accepts and agrees to terms in relation to the relevant Advance(s);
“Personal Guarantee” means the personal guarantee(s) issued in favour of F&F in respect of the Facility Agreement for all sums payable by the Borrower to F&F or which are or at any time may be or become due from or owing by the Borrower to F&F, under or arising from or in connection with the Facility Agreement, including subsequent amendments to or re-statements of the Facility Agreement;
“Platform” shall have the meaning given to it at paragraph 1.1;
“Platform Terms” shall have the meaning given to it at paragraph 1.2;
“Website” shall have the meaning given to it at paragraph 1.1.
25.2. Annex A hereto forms an integral part of these Platform Terms.
25.3. The headings in these Platform Terms and Annex A are for ease of reference only and shall not affect the construction of these Platform Terms.
25.4. Unless the context requires otherwise:
Pursuant to Clause 4 of the Facility Agreement, we hereby give you notice that we request an Advance under the Facility to be made to us under the Facility Agreement on the following terms:
Proposed Advance Date:
Default Interest Rate: (not inclusive of any administrative fee)
If the Proposed Advance Date is not a Business Day, the Proposed Advance Date shall be deemed to be the next Business Day.
In connection with Clause 4.7 of the Facility Agreement, the processing fee set out in paragraph 2 of this Notice of Drawing shall be deducted from the Advance prior to disbursement from the Lender to the Borrower. All processing fees once deducted shall be non-refundable notwithstanding any subsequent reduction, cancellation or termination of any part of the Facility.
AGGREGATED REPAYMENT TABLE
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We confirm that: