THIS AGREEMENT is made, electronically executed and agreed on the date when You, the user of the Platform, click the "Submit" button on the Platform and thereby consenting to and be bound by the terms and conditions thereon and this Agreement ("Consent Date") so as to be eligible to refer a potential Borrower(s):
(1) You ("Referral Partner"); and
(2) FUNDING SOCIETIES PTE LTD (Company Registration No. 201505169M), a company incorporated in the Republic of Singapore and having its registered address at6 SHENTON WAY #21-08 OUE DOWNTOWN SINGAPORE 068809 ("Funding Societies").
(Each a Party and collectively the Parties).
For avoidance of doubt, Funding Societies reserves the right to keep and record the Consent Date and all mechanism or every technical process related to it in Funding Societies' internal system, Platform or other means of safekeeping which may be used in its sole discretion as a valid and acceptable evidence to prove the existence of the Referral Partner's unconditional and irrevocable consent and willingness to be bound by this Agreement on the Consent Date.
Hereby the Referral Partner declares its consent to accept such record related to the Consent Date as a sole and legitimate evidence before any court proceedings or arbitral bodies in relation to any disputes or conflicts between Funding Societies and the Referral Partner.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 In this Agreement, the following words have the following meanings:
(a) Agreement means this agreement and the accompanying schedules governing the Referral Programme (as may be amended and/or substituted from time to time, subject to the mutual agreement of both Parties);
(b) Borrowers means any companies seeking financing from Funding Societies;
(c) Business Day means any day (other than a Saturday or Sunday or gazetted public holiday in Singapore) when commercial banks are open for banking business in the Republic of Singapore;
(d) Confidential Information means:
(i) this Agreement and its terms and the fact that discussions or negotiations are taking place between the Parties in connection with the subject matter of this Agreement;
(ii) information about the Parties which is by its nature confidential or which is marked by each Party as confidential;
(iii) information about the Parties which either Party know or have reason to know or believe is confidential; and
(iv) any information shared by each Party in connection with this Agreement, including information relating to its officers, shareholders, ultimate beneficial owner, financials, business or operations;
(e) Consent means all permissions, consents, approvals, certificates, permits, licences, agreements and authorities;
(f) Loss means any and all losses, damages, expenses, costs (including legal costs to lawyers and losses, damages, expenses and costs arising out of claims or proceedings);
(g) Platform means Funding Societies' platform which is used, owned, managed and operated to market its services which is accessible and found in www.fundingsocieties.com (including its changes or modifications from time to time) in all versions namely, without limitation, iOS and android versions.
(h) Referral Partner means any person, entity or individual which intends to refer prospective Borrower(s) to Funding Societies via the Platform for the purpose of applying for a loan or financing and, for that purpose it is bound by the provisions of the Agreement;
(i) SME Referral Programme refers to the arrangement where Referral Partner may refer a Borrower(s) to Funding Societies, based on the terms and conditions of this Agreement;
(j) Term shall have the meaning as set out in Clause 8.1;
1.2 In this Agreement, the following also apply:
(a) 'Person', also mean that person's executors, personal representatives and anyone authorised to take over their legal rights. 'Person' also includes an individual, a partnership, a corporate organisation, an unincorporated association, a government, a state, an agency of state and a trust.
(b) 'Including' means 'including without any limitation'.
(c) A 'regulation' includes any regulation, rule, official directive, request, code of practice or guideline (whether or not having the force of law) of any government organisation, agency, department, taxing authority or other authority or organisation in any jurisdiction.
(d) Whenever referring to a law or regulation, also includes any amendments to it and related legislation.
(e) Any agreement or document includes any amendment, supplement, or replacement to that agreement or document.
2. Referral Arrangement and Fee
2.1 During the Term, Referral Partner will refer Borrower(s) to Funding Societies based on the criteria specified in Schedule 1.
2.2 For each Borrower(s), Referral Partner would provide Funding Societies with the contact information needed to follow-up with the Borrower(s), as specified in Schedule 2. Referral Partner shall obtain prior approval of the Borrower(s) whose relevant information related to them as referred to in Schedule 2 are to be provided, if so required to comply with existing regulations, agreements or commitments made or entered into by and between Referral Partner and the said Borrower(s). Referral Partner would need to promptly update Funding Societies, within five (5) calendar days, should there be any updates or changes in the information and authorisations. Referral Partner shall release, defend and indemnify each other against all losses, expenses and liabilities which may arise from or in connection with its failure to comply with the mandatory obtaining of prior approval of the Borrower(s) as referred in this Clause above (if so required).
2.3 Subject to continuing compliance with the terms and conditions of this Agreement, where Funding Societies enters into any contractual arrangements with any Borrowers on financing or the use of Funding Societies' product(s) and/or service(s), then Funding Societies must pay a referral fee to Referral Partner in accordance with Schedule 3 or such other fee as may be otherwise agreed in writing between both Parties. The referral fee payment terms and details are specified in Schedule 4.
2.4 Referral Fee will only be payable to the Referral Partner if the loan is disbursed to the Borrower(s) within one (1) month of the provision of the Requested Information by the Referral Partner.
2.5 In the event where multiple Referral Partners refer the same prospective Borrower(s) for obtaining a loan via the Platform, the Referral Fee will be paid to the Referral Partner who submitted the Borrower's details on the Platform first. Funding Societies reserves the right to decide the order of referrals based on the time stamp of the submission on the Platform or any other reasonable basis in the sole discretion of Funding Societies which shall be final and binding to the Referral Partner.
2.6 This referral arrangement would be applicable to Funding Societies' operations in Singapore.
2.7 Subject to Clause 2.1 of this Agreement, any bank and transaction fee (Transaction Fees) related to transferring the Referral Fee from Funding Societies to the Referral Partner will be deducted by Funding Societies from the Referral Fee. In the event when the Transaction Fees are estimated to be higher than the Referral Fee, Funding Societies will inform the Referral Partner by email within five (5) business days without having to compensate the Referral Partner nor provide any reimbursement in relation to any deficit, loss or detrimental consequences resulting from a higher amount of the Transaction Fees than the Referral Fee.
2.8 Funding Societies will not be responsible for any foreign exchange costs and losses arising from any currency conversion between the Referral Fee which is paid in Singapore Dollars and the Referral Partner's bank account.
2.9 Upon the lapse of the Term of this Agreement, all obligations or liabilities of Funding Societies shall cease to exist (unless that the Term of the Agreement is extended by mutual consent of the Parties).
3. Obligations of the Referral Partner
3.1 Mandatory Disclosure
The Referral Partner shall disclose the following information to all prospective or potential Borrowers to be referred to Funding Societies:
(a) In carrying out its referral or promotional activities or conveying any introductory messages on Funding Societies and/or its products and/or services, the Referral Partner is prohibited from giving advices, inputs or rendering recommendations, directions or suggestions on any investment products, marketing or promoting any investment schemes or carrying out any initiatives or activities which would therefore jeopardize violate any prevailing laws and/or regulations, decrees, rulings or policies of any government institutions including verdicts or awards of any judicial or arbitral bodies or result in any infringement of any third party's rights. The Referral Partner shall ensure that the performance of its obligations hereunder will not in any way cause financial loss of Funding Societies (or its employees, management, shareholders or representatives ("Associated Parties")) or jeopardize Funding Societies' reputation, customer trust nor result in Funding Societies' (or its Associated Parties) involvement in any conflict, lawsuit or be subjected to any penalty or sanction in any forms whatsoever from any governmental bodies or officials.
(b) clarity as to whether the Referral Partner is or will be remunerated for carrying out its obligations set out hereunder and the amount of the said remuneration (if any) if so requested by the prospective Borrowers.
3.2 Minimum Transparency Requirements
In carrying out the referral activities set out under this Agreement, the Referral Partner shall:
(a) convey the Referral Partner's disclosure obligation as referred to in Clause 3.1(a) of this Agreement; and
(b) provide correct and accurate information on Funding Societies and its products and/or services.
4.1 Neither Party must not, at any time, use the Confidential Information arising from this Agreement except for the purpose of carrying out the obligations under this Agreement. Both Parties shall keep the Confidential Information confidential and not disclose it to anyone except as provided by Clause 3.2 and shall ensure that the Confidential Information is protected with security measures and a degree of care that would apply to each Party's own confidential information and in any case not less than reasonable care.
4.2 Either Party may disclose Confidential Information:
(a) to directors and employees on a strictly need-to-know basis, to the minimum extent necessary, and on condition that the recipient is bound by confidentiality requirements and agree to be responsible for the breach by any such recipient;
(b) where required by applicable law or to any competent governmental or statutory authority provided that, to the extent legally permitted, each Party provide the other with notification of the full circumstances of the requirement before any proposed disclosure; and/or
(c) to any person with prior written consent.
4.3 Either Party agrees to notify each other immediately upon becoming aware that Confidential Information has been used or disclosed in breach of this Agreement.
4.4 Upon termination or expiration of this Agreement, each Party shall use its best endeavours to:
(a) return or destroy all Confidential Information;
(b) destroy or permanently erase all copies of Confidential Information made; and
(c) ensure that anyone who has received any Confidential Information destroys or permanently erases such Confidential Information and all copies made by them.
4.5 Confidential Information shall not include any information which becomes generally known to the public other than as a direct or indirect result of any default, wilful or negligent act or omission.
4.6 This Clause 4 shall survive the termination or expiration of this Agreement.
5. Representations, Warranties and Undertakings
5.1 Each of the Parties hereby warrants and represents to the other Parties:
(a) that such Party is: (i) an individual having a valid identity card, who is free from any prohibition or limitation to enter into this Agreement; or (ii) a company duly organized and incorporated and validly existing under the laws of the jurisdiction of its place of incorporation (as the context requires);
(b) that such Party has full power, capacity and authority to enter into and execute this Agreement and all documents or instruments to be executed by such Party pursuant to this Agreement and to carry the terms hereof and thereof into effect and deliver and perform all of its obligations under this Agreement and any other agreements contemplated hereunder;
(c) that such Party has all authorisations, licences or approvals to conduct its principal business activities and to enter into and be bound by the Agreement;
(d) that this Agreement constitutes legal, valid and binding obligations of such Party in accordance with their respective terms; and
(e) that the execution, delivery and performance of this Agreement does not violate any law or regulation or any judgment, order or decree of any governmental or regulatory authority, or any contract or undertaking binding on or affecting it.
The Referral Partner agrees to indemnify Funding Societies and its Officers against all losses, taxes, expenses, costs, legal fees, and liabilities (present, future, contingent or otherwise on an indemnity basis), which may be suffered or incurred by Funding Societies as a result of or in connection with:
(a) the Referral Partner's breach of or non-compliance with this Agreement;
(b) any suits, proceedings or claims of third party, bankruptcy, criminal offenses, non-compliance with or violation of any prevailing laws and/or regulations or of any rights of third party or of any decrees or directions of any governmental authorities or judicial bodies committed by or which involve the Referral Partner and/or its Officer; and
(c) and/or any steps taken by Funding Societies' in the event of a breach of this Agreement.
Funding Societies shall not, and the Referral Partner shall ensure that Funding Societies will not be involved, by any means or under any circumstance whatsoever, in any proceeding, investigation, inspection, examination, dispute, negotiation and conflict which arise from or in connection with the matters as referred to Clause 6(a) and 6(b) above unless Funding Societies expressly choose or agree with it.
Funding Societies reserves the right in its sole discretion to monitor, investigate, postpone and/or terminate any referral submitted, initiated or proposed by the Referral Partner which potentially or factually violates or is non-compliant with the terms and conditions of this Agreement from time to time.
7. Exclusion and Limitation of Liability
7.1 The Referral Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of the Referral Partner's operations and materials, created and used in connection with this Agreement.
7.2 Neither Funding Societies nor any of its Officers shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise, for (i) any loss of profit, business or revenue, (ii) any costs or expenses, or any special, indirect or consequential damages of any nature whatsoever, suffered or incurred by the Referral Partner as a result of or in connection with the provision of the Referral.
8. Effective Date and Termination
8.1 This Agreement shall commence on and from the date when You click the "Submit" button and shall continue for a term of 12 (twelve) months (Term), with the option for renewal by way of service of a renewal notice via e-mail from Funding Societies to Referral Partner, subject to mutual approval of both Parties . The following e-mail details shall be used for delivery and receipt of the aforesaid renewal notice:
Attention : Shrawan (SK) Saraogi
(Partnerships Director, Funding Societies)
Referral Partner : Email address as submitted by the User via the Platform
Attention : Name as submitted by the User via the Platform
8.2 Either Party has the option to terminate this Agreement by giving an email notification of seven (7) calendar days to the other Party.
8.3 Upon termination, all rights and obligations of the Parties under this Agreement shall come to an end, except for those rights or obligations of the Parties which are specified or intended by the Parties to survive termination. Termination of this Agreement does not affect any accrued right or liability of either Party or any other obligation surviving termination or any rights or remedies of any Party under this Agreement or at law.
9.1 Both Parties may send any correspondence, notice or other communication by hand, post or email to the following address:
To Referral Partner :
Email address: Email of Referral Partner
Attention: Name of Referral Partner
To Funding Societies:
Postal address: 112 Robinson Road, Level 8, Singapore 068902
Attention: Shrawan Saraogi, Partnerships Director
9.2 Any communication will apply from:
(a) if delivered by hand - the time it is delivered;
(b) if sent by post - 3 (three) Business Days after posting;
(c) if sent by email - at the time sent to email address.
9.3 Correspondence, notice or other communication could be done either by hand, post or email.
9.4 Neither Party is responsible if any communication is delayed, intercepted, lost or in any other way fails to reach the other when it is being delivered or sent. This also applies if anyone else becomes aware of the contents of any communication when it is delivered or sent.
10. Amendment, variation or changes to this Agreement
Save as otherwise provided under this Agreement, any amendment, variation or changes to this Agreement (or of any of the documents as mentioned or referred to in this Agreement) ("Changes") will be notified by Funding Societies to the Referral Partner in writing or delivered by email to the email address provided by the Referral Partner on the Platform during the on-boarding or registration phase, without having to secure any consent or approval from the Referral Partner or any party whatsoever to effectuate the said Changes, to the extent that they are: (i) legally allowable by the prevailing laws; and (ii) undertaken by Funding Societies in good faith without any malicious intention to cause any damage or detrimental financial impact on the Referral Partner.
11.1 This Agreement constitutes the entire agreement of the Parties relating to the provisions set out in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements, written or oral, agreements between the Parties with respect to any provisions set out in this Agreement.
11.2 This Agreement shall not be interpreted or construed as to create any association or partnership between the Parties hereto for any activities outside the scope of agreement described in it. The Parties hereto remain independent contractors and continue to have the right to carry on their individual business for their own benefit.
11.3 If any term of this Agreement cannot be enforced or is no longer valid, it will not affect any other term of this Agreement.
11.4 If either Party decides not to enforce any of their rights under this Agreement, it will not mean that either Party will not do so in the future. It also does not mean the right no longer exists.
11.5 This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding between the Parties relating to the Referral Programme.
11.6 In this Agreement, 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.
11.7 The headings used in this Agreement are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in, interpreting this Agreement.
12. Anti-Money Laundering & Prevention of Terrorist Financing
For the avoidance of doubt, the Referral Partner acknowledges and agrees that Funding Societies may and without giving prior written notice immediately terminate this Agreement, its account on, and/or access to, the platform and/or cease providing any of its services or fee set forth in this Agreement, where Adverse Information is subsequently discovered in the course of completing the performance of due diligence measures on the Borrower referred by, or affiliated to, the Referral Partner in the performance of its referral activities or obligations under this SME Referral Programme. "Adverse Information" means any information that may give Funding Societies reasonable grounds to suspect money laundering or terrorist financing or any illegal activities (according the relevant laws); such potential information may include but is not limited to; evidence of money laundering or terrorist financing on the referred Borrower and/or ultimate beneficial owners of the Referral Partner and/or referred Borrower; referred Borrower (i) that is from and/or have business from countries or jurisdictions which have relatively higher levels of corruption, organized crime or inadequate AML/CFT measures, as identified by the Financial Action Task Force (FATF) or Transparency International; (ii) from higher risk businesses / activities / sectors identified in Singapore's National Risk Assessment (NRA); (iii) where the ownership structure of the legal person or arrangement appears unusual, suspicious or excessively complex given the nature of the legal person or legal arrangement's business; and/or (iv) that have nominee shareholders or shares in bearer form.
13. Governing Law and Jurisdiction
13.1 This Agreement shall be governed by and construed in all respect, in accordance with the laws of Singapore.
13.2 With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement, each party submits to the non-exclusive jurisdiction of the courts of Singapore.
Schedule 1: Referral Criteria
SME Qualifying Criteria
1. Singapore registered company
2. 30% local shareholding
3. History of bankruptcy to be settled for more than 24 months while history of adverse litigation to be settled for more than 12 months (at a minimum, self-declared)
Blacklist / Exclusions:
1. Money lender
2. Currency, Commodities & precious metal (all types) traders
3. MLM / Pyramid scheme companies
4. Investment holding companies
5. Real estate investment, Financial institutions & Investment fund companies
6. Shell companies
Schedule 2: Referred Borrower's Details
Required Borrower's Information
1. Company Name
2. Contact Name
4. Contact Number
5. Email Address
Schedule 3: Referral Fee
Referral fee is expressed a percentage of the amount disbursed.
Referral fee will only be payable to Referral Partner if the information requirements (per Schedule 2) have been fulfilled by the Referral Partner to the satisfaction of Funding Societies, and if the loan is disbursed to the Borrower(s) within one (1) month of the provision of the Requested Information by the Referral Partner.
Referral fee would be payable by Funding Societies to Referral Partner within two (2) months after approval of financing and disbursement for the referred Borrower.
Schedule 4: Referral Fee Payment Details to be provided by Referral Partner
Funding Societies will contact the Referral Partner at the email address submitted via the Platform to gather the details below.
1. Bank Name
2. Account Name
3. Account Number
Note: Payment of referral fee to be made by the 7th day of the month following financing disbursement to the Borrower(s).
IN WITNESS WHEREOF the Parties have executed this Agreement, with immediate binding effect on the Parties, when the Referral Partner render its consent on the Consent Date as recorded by Funding Societies.
Tel : +65 6221 0958
Email : firstname.lastname@example.org
Funding Societies is the leading peer-to-peer lending platform in Southeast Asia. We specialize in all forms of short-term financing for SMEs, crowdfunded by individual and institutional investors. We pride ourselves with speed and flexibility, offering the widest range of term loan, trade finance and micro loan products. Back by SoftBank Ventures Asia Corp. and Sequoia India, Funding Societies has helped to finance over S$1 billion business loans regionally. It is dedicated to the vision of enabling SMEs through equitable financial access, ultimately making a positive impact for our societies in Southeast Asia.
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