Terms of Use of the Platform

Last modified:29/03/2020

1. Introduction

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. F&F’s website terms of use;
  2. F&F’s privacy policy;
  3. the standard terms of the credit facility agreement;
  4. the standard terms of the personal guarantee; and
  5. the standard terms of the power of attorney.

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. Scope of the Platform

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. No Investment Advice

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. Borrower Data and Borrower Public Data

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. Registration as Borrower

5.1. To be eligible to make an application for a credit facility from F&F via the Platform, an entity must:

  1. be a company or limited liability partnership registered with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”);
  2. have its principal place of business in Singapore;
  3. have an existing bank account in Singapore;
  4. confirm its agreement to be bound by these Platform Terms upon its successful registration as a Borrower; and
  5. be registered as a Borrower on the Platform.

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. Borrower’s Account

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. Funding Requests

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.

8. Verification of Source of Funds

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. Fees

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.

10. Tax Implications

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. Representations and Warranties

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:

  1. they are duly organised and validly existing under the laws of Singapore and are in good standing under such laws;
  2. they have full legal capacity and the power and authority to accept these Platform Terms and to perform their obligations thereunder and to enter into and perform their obligations under any Facility Agreement to which they are party and their acceptance of the Platform Terms, to the extent applicable to them, and entry into any such Facility Agreement, constitutes valid and legally binding obligations on them;
  3. the performance of their obligations under the Platform Terms and any Facility Agreement to which they are party will not breach any contractual obligation to which they are party or result in any breach of law or order of court or other regulatory body including any stock exchange on which its securities are listed;
  4. there is no action or proceeding pending or threatened against them that may affect their ability to perform their obligations under the Platform Terms or any Facility Agreement to which they are a party to;
  5. they are solvent and there are no reasonable grounds to suspect that they will be unable to pay their debts as and when they become due and payable;
  6. all information that they provided to us, via the Platform or otherwise, is true and accurate in all material respects as at the date it was provided and they will forthwith inform F&F should any such information cease to be true and accurate in any material respects;
  7. they are solely responsible for any activity undertaken on their Borrower’s Account;
  8. they will only use the Platform for the intended purpose;
  9. they will not use or allow the use of the Platform for or in furtherance of any illegal or criminal activity;
  10. they will not take any action that may interfere with or disrupt the smooth and/or efficient operation and/or performance of the Platform;
  11. they will not reverse engineer, alter or modify any part of the Platform or F&F’s computer systems or protocols, or attempt to do so;
  12. they will not copy, store or transmit any spyware, computer virus, Trojan Horse, worm, keystroke-logger, or other malicious software to the Platform;
  13. they will not use or facilitate the use or transmission of any robot, spider, search/retrieval programme or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure, protocols or presentation of the Platform or any of its contents;
  14. they will not, without F&F’s prior written consent, which shall not be unreasonably withheld, substantially alter the nature of their business or amend or alter any provision in their Constitution or equivalent constitutive documents while any Facility Agreement, or part thereof remains outstanding or while any obligation remains unperformed;
  15. they will not, without F&F’s prior written consent, which shall not be unreasonably withheld, enter into any other loan arrangements with third parties, the aggregate quantum of which exceeds any amounts owed by the Borrower under the Facility Agreement(s), while any Facility Agreement(s) or part thereof remains outstanding;
  16. they will, for so long as any loan or part thereof remains outstanding or while any of their obligations under the Facility Agreement(s) remains unperformed, notify F&F promptly of any Material Adverse Change;
  17. they have never been censured, disciplined, publicly criticized by or made the subject of a court order at the instigation of any regulatory body or other authority concerned with the financial services or other business activity;
  18. they have not been the subject of any civil action, whether in Singapore or elsewhere, which resulted in a court verdict against the Borrower relating to the Borrower’s business activities;
  19. they have never been the subject of a bankruptcy order and a bankruptcy petition has never been served on them, whether in Singapore or elsewhere;
  20. saved as disclosed in writing to us, they are not currently under investigation or involved in any legal or other proceedings, whether in Singapore or elsewhere, and there are no pending or threatened claims against them; and
  21. they have never been refused banking or other financial services (for reasons other than normal banking or credit matters) by other institutions, whether in Singapore or elsewhere.

12. Declarations by Borrowers

12.1. Each Borrower hereby represents, warrants and undertakes, to F&F that:

  1. the Borrower is aware of Singapore’s commitment to safeguarding its financial system from being used to harbour or launder tax evasion monies or proceeds from serious tax offences which include omissions, falsifications, or fraudulent conduct perpetrated with wilful intent to evade tax or to assist others in evading tax;
  2. the Borrower shall be responsible for its own tax affairs and hereby declares that it has not been convicted of any serious tax crimes, whether in Singapore or elsewhere and, as appropriate and necessary, the Borrower has taken, or will take, tax and/or legal advice in relation to the matters referred to in this paragraph 12;
  3. all amounts paid by the Borrower in respect of sums which are due and payable under the Facility Agreement(s) are sourced from legitimate sources and are not considered as proceeds of serious tax crimes, whether in Singapore or elsewhere;
  4. the Borrower shall be responsible for any tax reporting obligation imposed by the tax authority in its country of tax residency;
  5. the Borrower is not a U.S. Person and does not intend to be one;
  6. the Borrower has not at any time pleaded guilty to or been found guilty of a criminal offence, or is currently the subject of any criminal investigation or inquiry, whether in Singapore or elsewhere, where it is alleged that the Borrower is dishonest or in breach of any criminal laws or regulation in connection with financial transactions or investments of any kind;
  7. the Borrower has never been the subject of any inquiry or investigation by any fiscal or revenue authority (excluding routine regulatory inquiry or audit, unless these are likely to result in prosecution), whether in Singapore or elsewhere;
  8. the Borrower is not currently under investigation or involved in any legal or other proceedings, whether in Singapore or elsewhere, and there are no pending or threatened claims against the Borrower; and
  9. the Borrower has never been refused banking or other financial services (for reasons other than normal banking or credit matters) by other institutions, whether in Singapore or elsewhere.

12.2. For the purposes of this paragraph 12, a “U.S. Person” includes, a U.S. partnership or U.S. corporation.

13. Suspension or Revocation of Rights

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:

  1. upon the Borrower’s failure to reconfirm the information that the Borrower had provided in their Application, or to meet the prevailing requirements for the Borrower’s Account;
  2. upon the occurrence of a Borrower Event of Default;
  3. the Borrower breaches any of these Platform Terms applicable to it, and fails to rectify such breach within five (5) Business Days of receiving notification to do so from F&F;
  4. the Borrower ceases to operate or becomes insolvent; or
  5. any proceedings commenced or initiated against the Borrower for its liquidation or dissolution (except for the purpose of a reconstruction, amalgamation or reorganisation which has been previously approved by F&F in writing) or for the appointment of a receiver, judicial manager, trustee, administrator, agent or similar officer over all or any part of the Borrower’s assets and/or undertaking.

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. Availability of Platform

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. Disclaimers

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. Exclusion of Liability

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.

17. Collection, Use and Disclosure of Personal Data

17.1. All Borrowers acknowledge and agree that F&F may collect, use, maintain and/or disclose their personal data to third parties engaged by F&F as may be required for the purposes set out in the Privacy Policy.

18. Confidentiality

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:

  1. any information which relates to the provisions of the Facility Agreement and any agreement entered into pursuant to the Facility Agreement;
  2. the negotiations between F&F and the Borrower relating to the Facility Agreement (and such other agreements);
  3. the Borrower’s business, financial or other affairs (including future plans and targets); and
  4. any document(s) furnished by the Borrower to F&F pursuant to the Facility Agreement (“Confidentiality Agreement”),

(collectively, the “Confidential Information”).

18.2. Paragraph 18.1 shall not prohibit disclosure or use of any Confidential Information if and to the extent:

  1. the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange;
  2. the disclosure or use is required for the purpose of any judicial proceedings arising out of these Platform Terms or any other agreement entered into under or pursuant to the Platform Terms;
  3. the disclosure is made to F&F’s professional advisers and/or third party contractors (including, without limitation, for risk analysis purposes) on terms that such professional advisers and/or third party contractors undertake to comply with the provisions of paragraph 18.1 in respect of such information;
  4. the information becomes publicly available (other than by breach of this paragraph 18);
  5. the information is properly received by F&F from a third party who is rightfully in possession of such information;
  6. F&F can show that the information was legitimately in its possession prior to receipt from the Borrower;
  7. the Borrower has given prior written approval to the disclosure or use; or
  8. the information is contained within the Funding Request(s).

19. Intellectual Property Rights

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. Operating the Platform

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:

  1. not to dispute any instruction or communication so given;
  2. acknowledge and accept the risks of given such instructions (including the risk of fraud, forgery, delay and misunderstanding, and the risk that the information transmitted may not be secure);
  3. not to hold F&F liable in the event that any instruction is delayed, intercepted, lost and/or failed to be received during delivery, transmission or dispatch or if the content of such instruction is disclosed to any third party during transit; and
  4. indemnify and hold harmless F&F (on a full indemnity basis) from and against all actions, proceedings, liabilities, losses, damage, claims, demands and expenses (including legal fees) which F&F may incur as a result of acting on the instructions or purported instructions.

21. Cessation of Platform Operations

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. Indemnity

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.

23. Notices

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.

24. Governing Law and Jurisdiction

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. Definitions

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:

  1. the Borrower does not pay any amount which is due and payable (whether on the due date or on demand) under the Platform Terms and/or the Facility Agreement;
  2. an Event of Default, as defined under the Facility Agreement;
  3. the Borrower breaches any of its other obligations under the Platform Terms and/or Privacy Policy and fails to rectify such breach within five (5) Business Days of receiving notification from F&F to do so; or
  4. if the Borrower fails to respond to any communication and/or request for information from F&F and/or F&F’s lawyers in connection with the Borrower’s Account, any Fund Request(s) submitted by the Borrower, the Facility Agreement and/or the Personal Guarantee, within a period of ten (10) Business Days;

“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;

“Privacy Policy” shall have the meaning given to it at paragraph 17.1; and

“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:

  1. words denoting the singular number only shall include the plural and vice versa;
  2. words denoting the masculine gender shall include the feminine and neuter genders and vice versa;
  3. the word “person” includes any company or association or body of persons, corporate or non-incorporate; and
  4. references to “paragraphs” and “annexes” are to be construed as references to paragraphs of, and annexes to these Platform Terms respectively.

ANNEX A

NOTICE OF DRAWING

Date:

Time:

  1. Unless otherwise defined, the terms contained herein shall adopt the definitions in the Credit Facility Agreement dated (the “Facility Agreement") in respect of the Facility.
  2. 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:

    Amount:

    Proposed Advance Date:

    Processing Fee:

    Interest Rate:

    Default Interest Rate: (not inclusive of any administrative fee)

  3. If the Proposed Advance Date is not a Business Day, the Proposed Advance Date shall be deemed to be the next Business Day.

  4. 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

    Aggregated Repayment Dates Aggregated Repayment Amount (S$)
    Aggregated Principal (S$) Aggregated Interest (S$)
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    We confirm that:

    1. we accept and agree to all the terms set out in this Notice of Drawing;
    2. each of the conditions precedent under the Facility Agreement have been fully complied with;
    3. each of the representations and warranties under Clause 11 of the Facility Agreement are correct, true and accurate in all respects as though made on the date of this request. We further represent, warrant and undertake that each of the representations and warranties under Clause 11 of the Facility Agreement would be correct, true and accurate if repeated on the Proposed Advance Date by reference to the circumstances existing on the Proposed Advance Date;
    4. that all the covenants on our part contained in the Facility Agreement and the Platform Terms have been fully performed and observed by us, the Borrower; and
    5. as at the date hereof, no Event of Default under Clause 13 of the Facility Agreement has occurred. We further represent, warrant and undertake that no Event of Default and no Prospective Event of Default shall occur as at the Proposed Advance Date.
For and on behalf of the Borrower:

Name :

Designation :