Terms Of Use

The Terms of Use stated herein constitute a legal agreement between you and Funding Societies Pte Ltd (201505169M) and/or FS Capital Pte Ltd (201631787R) as the case may be (collectively “Funding Societies”, “we”, “our”, or “us”) companies incorporated pursuant to the laws of Singapore.

These Terms of Use govern your access and use of the fundingsocieties.com website and/or the Funding Societies mobile apps ("Platform"), whether as a guest or as a registered user. Before using the Platform or any services, information or functions made available by Funding Societies in the Platform ("Services"), you must read carefully and accept these Terms of Use, the Privacy Notice, or the Risk Disclosure Statement and all other terms and conditions and policies pertaining to the use of the Platform and/or Services (collectively "Funding Societies Terms & Conditions").

The reference to the terms and conditions shall depend on whom the respective terms and conditions shall apply:

1. For Investors on the Platform, the Terms and Conditions for Investors shall apply;

2. Prospective Issuers and/or Issuers on the Platform, the Terms and Conditions of Financing shall apply; and

3. For Prospective Borrower and/or Borrowers of FSC, the Terms and Conditions of FSC
   Financing shall apply.

Your access to the Platform and/or using the Services signifies your acceptance of the Funding Societies Terms & Conditions including any amendments to the same issued by Funding Societies from time to time. If you do not agree to the Funding Societies Terms & Conditions, please do not access and/or use this Platform and/or register for or use the Services otherwise which you will be deemed to render your unconditional consent and acceptance to the Funding Societies Terms & Conditions

1. USE OF THE PLATFORM AND/OR SERVICES

1.1. By using the Platform and/or Services, you agree to be bound by the Terms of Use. You are also responsible for ensuring that all persons who access the Platform through your internet connection or user account comply with the Terms of Use.

1.2. The content and materials made available to you including, but not limited to, all text, information, images, photographs, video, audio, graphics, software programs and links found on the Platform (“Contents”) are for informational purposes only and should not be relied upon without obtaining the necessary independent legal, accounting, tax, financial or other advice in connection therewith before making an investment or other decision as may be appropriate. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all information and services provided by Funding Societies. Funding Societies has made every effort to ensure that its service offerings are always made in accordance with applicable rules and regulations.

1.3. Funding Societies reserves the rights, at all times, (but will not have an obligation) to unilaterally and immediately remove or refuse to distribute the Contents, to refuse the Services, to suspend or terminate you, and to reclaim your User Account without any liability to us in our sole discretion. Funding Societies also reserves the right to access, read, preserve, and disclose any information that it receives in or from our the Platform as it reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, money laundering, illegal activities, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Funding Societies, its users and the public, and/or (vi) carry out its daily operation, activities or in the ordinary course of its business. All of which above are enforceable or executable from time to time by Funding Societies without having to compensate you in any forms whatsoever nor provide you with any privileges, benefits or commercial rights as a result of the implementation of the abovementioned rights of Funding Societies.

1.4. In case of any violation of the Terms of Use, Funding Societies shall be entitled to seek all remedies available to it under law or in equity for such violations.

2. AMENDMENTS

2.1. Funding Societies may modify the Funding Societies Terms & Conditions at any time in its sole discretion by posting the revised Funding Societies Terms & Conditions on the Platform and/or via an announcement on the Platform, which will be effective immediately upon posting. You should therefore read the Funding Societies Terms & Conditions carefully each time you visit the Platform. If you do not wish to accept the revised Funding Societies Terms & Conditions, you should not continue to use the Platform and/or Services. Your continued use and access to the Platform and/or Services after the date on which the change comes into effect shall constitute your consent to be bound by the revised Funding Societies Terms & Conditions.

3. REGISTRATION

3.1. You must be over the age of twenty-one (21) to register on the Platform. If you are below the age of twenty-one (21), you must immediately stop using/accessing this Platform and/or Services.

3.2. Funding Societies processes your information in accordance with the Privacy Notice. By using the Platform, you consent to such processing and warrant that all information submitted to us, whether via the Platform or otherwise, is true, accurate, reliable, valid, complete and is not misleading nor violate any laws or regulations, by omission or otherwise. In the event of any change to the information provided, you must inform us immediately of the same in order for us to communicate with you effectively.

4. PASSWORD AND SECURITY

4.1. When you register to use the Platform, you will be asked to create a password. In order to prevent fraud, you are responsible for keeping your password strictly confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password, you should notify us by contacting info@fundingsocieties.com immediately. Funding Societies shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Clause 4.

4.2.  If Funding Societies has reason to believe that there is likely to be a breach of security or misuse of the Platform, Funding Societies may require you to change your password or suspend your account.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. The Platform, any materials thereof and all Contents therein are protected by copyright, trademarks, database rights and other intellectual property rights, as applicable which are the property of Funding Societies and/or its holding company and/or its subsidiaries and/or the subsidiaries of its holding company. As such, they may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked or otherwise used in whole or in part in any manner without the prior written consent of Funding Societies.

5.2. Save and except with Funding Societies’ prior written consent, you may not insert a hyperlink to the Platform or any part thereof on any other website, mobile application or "mirror" or frame the Platform, any part thereof, or any information or materials contained in the Platform on any other server, website or webpage.

5.3. All trademarks, service marks and logos used in the Platform are the property of Funding Societies and/or the respective third-party proprietors identified on the Platform. No licence or right is granted and your access to the Platform and/or use of the Services should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademarks, service marks or logos appearing on this Website without the prior written consent of Funding Societies or the relevant third party proprietor thereof. Save and except with Funding Societies’ prior written consent, no such trademark, service mark or logo may be used as a hyperlink or to mark any hyperlink to the Platform or any part thereof.

5.4. You may retrieve and display the Contents on a computer screen, mobile phone screen, tablet screen (or equivalent), store such Contents in electronic form on disk (but not any server or other storage device connected to a network), download or print copies of such Contents for your own use, provided you keep intact all and any copyright and proprietary notices. You may not reproduce, modify, copy or distribute or use for commercial purposes any of the Contents without written permission from Funding Societies.

6. PROHIBITED USE

6.1. You may not use the Platform for any of the following purposes:

(a) any activities that violate the Terms of Use, any payment provider’s terms of service and/or any other relevant third party’s terms of use;
(b) disseminating any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
(c) transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practices;
(d) interfering with any other person’s use or enjoyment of the Platform;
(e) access, tamper with, or use non-public areas of the Platform, Funding Societies’ computer systems, or the technical delivery systems of Funding Societies’  providers;
(f) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(g) access or search or attempt to access or search the Platform by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions);
(h) forge any TCP/IP packet header or any part of the header information in any email or posting;
(i) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful, overloading, flooding, spamming, mail-bombing the Website, or by scripting the creation of the Contents in such a manner as to interfere with or create an undue burden on the Platform; and/or
(j)  carry out any activities or induce anyone to undertake any action which may (i) hinder or factually obstruct the operation of the Platform or the provision of Funding Societies’ services; (ii) impose any threat to its reputation; and/or (iii) result in any detrimental effects on its business, affiliates, employees, agents, management or relationship with any third party.

6.2. In the event of any of the above in Clause 6.1, FundingSocieties reserves the right, at all times, to remove or refuse to distribute any of the material on the Platform, to suspend or terminate you, and to reclaim your User Account without any liability to us.

6.3. You will be responsible for any losses and costs incurred by Funding Societies resulting from your breach of this Clause 6.

7. AVAILABILITY OF THE PLATFORM

7.1. Whilst Funding Societies will use commercially reasonable efforts to make the Platform available to you without any interruption, it does not guarantee that the Platform will be fault-free. If a fault occurs with the Platform, you should report it to info@fundingsocieties.com and Funding Societies will attempt to correct the fault as soon as it reasonably can.

7.2. The Platform is dependent on other third-party service providers, including but not limited to website domain hosts and payment providers. Funding Societies do not guarantee that the Website will be available at all times or uninterrupted. As such, Funding Societies shall not be liable to you if for any reason the Platform is unavailable at any time or for any period.

8. FUNDING SOCIETIES' RIGHT TO SUSPEND OR CANCEL YOUR ACCOUNT

8.1. Funding Societies may suspend or cancel your account immediately at its reasonable discretion, or if you breach any of your obligations under these Terms of Use. Funding Societies will take reasonable efforts to notify you by the email address provided by you to us of such suspension or cancellation, or to notify you at your next attempt to access your account.

8.2. You may cancel your account at any time by making a withdrawal request in writing at info@fundingsocieties.com so that we can guide you on the cancellation procedure accordingly.

8.3. The suspension or cancellation of your account and your right to use the Platform shall not affect either party’s statutory rights or liabilities nor shall it be deemed or construed as a waiver of our rights to take any action against you for any loss and damages suffered as a result of your breach of these Terms of Use.

9. DISCLAIMERS AND EXCLUSION OF LIABILITY

9.1. The Platform and its use are provided by us on an "as is, where is" and "as available" basis without warranties of any kind.

9.2. Whilst Funding Societies endeavour to ensure that information and materials on the Platform are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose, error-free and, to the extent permitted by law, it does not accept any liability for any errors or omissions.

9.3. Whilst Funding Societies endeavour to make the Platform available 24 hours a day, it shall not be liable for any reason the Platform is unavailable for any time or for any period. Funding Societies makes no warranty that your access to the Platform will be uninterrupted, timely or error-free, or will be free of viruses, worms and/or other harmful or invasive elements. Due to the nature of the Internet, this cannot be guaranteed. In addition, Funding Societies may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.

9.4. Further, Funding Societies does not guarantee that the Platform will be compatible with all hardware and software which you may use. Funding Societies shall not be liable for damage to, or viruses or other codes that may affect, any computer or phone equipment, software, data or other property as a result of your access to or use of the Platform.

9.5. Neither Funding Societies nor any of its directors, officers, employees, members, representatives, affiliates, agents, parent(s), subsidiaries, successors and assigns shall be liable for any loss, expense or damages whatsoever nature and howsoever incurred or arising whether in contract, tort, negligence, strict liability or any other basis, including without limitation, direct or indirect, special, incidental, consequential or punitive damages, or loss of profits or savings arising in connection with your access or use or the inability to access or use the Platform (or any part thereof), reliance on the information contained in the Platform, reliance on the Platform and tools provided on the Platform, any technical, hardware or software failure of any kind, the interruption, error, omission, delay in operation, computer viruses, or otherwise, even if Funding Societies has been advised of the possibility of such damages or loss.

9.6. This exclusion clause shall take effect to the fullest extent permitted by law and shall apply even after you cease to access and/or use the Platform.

10. INDEMNITY

10.1. You agree to defend, indemnify and hold us including our management, employees, subsidiaries, representatives and affiliates harmless from and against all liabilities, damages, claims, actions, penalties, costs and expenses (including legal fees) and all detrimental consequences, which may be suffered or incurred by us as a result of or in connection with or arising out of:

• information you submit, post, transmit or make available through the Platform;

• from your breach of any of these Terms of Use;

• your use of the Platform or the Contents;

• any non-compliance with or violation of any prevailing laws and regulations, government’s policies, directives and court verdicts or arbitral awards of any judicial bodies including infringement of any third party’s rights committed by or which involves you and/or your affiliates, employees or related parties in or after the use of our services or during the access to, use of or browsing on the Platform.

11. THIRD PARTY LINKS

11.1. This Platform may contain hyperlinks to other websites which are not maintained by Funding Societies (the “External Websites”). Such hyperlinks are provided solely for the convenience of users. Funding Societies is neither responsible for the contents, accuracy, continuity or security of the External Websites, nor for any goods or services offered on the External Websites, and shall not be liable for any injury, damage, expense or loss arising from access to or use of the External Websites. Use of such hyperlinks is entirely at your own risk.

11.2. Links to third party websites and services do not constitute an endorsement by us of such websites or services, or the information, products, advertising or other materials made available by such third parties. In addition, Funding Societies is not liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of such Contents, information, products or services available on or through such linked websites. Funding Societies shall also not be considered associated or affiliated with any trade or service marks, logos, insignia or other devices (not owned by, licensed to, or controlled by Funding Societies) used or appearing on the External Websites.

11.3. Notwithstanding anything else set out in these Terms of Use, unless expressly permitted in writing by Funding Societies on a prior basis the following are strictly prohibited:

• hyperlinking to, or framing of, the Platform or any of the Contents;

• using any robot, web-crawler, spider, or any other automatic device, or manual process to monitor or copy any pages within the Platform or its Contents;

• using any device, software or routine to interfere or attempt to interfere with the proper working of this Platform; and

• any action that imposes an unreasonable or disproportionately large load on Funding Societies’ servers.

11.4. Your hyperlinking to, or framing of, any part of the Platform or any of the Contents constitutes acceptance of Funding Societies Terms & Conditions (as may be amended from time to time). If you do not accept the Funding Societies Terms & Conditions, you must discontinue hyperlinking to, or framing of, the Platform or any of the Contents. For the avoidance of doubt, this Clause 11 shall not be construed as dispensing with or prejudicing the need to seek Funding Societies’ prior written permission for hyperlinking to, or framing of, the Platform or any of the Contents as described in Clause 11.3 above.

11.5. Funding Societies shall be entitled to disable any hyperlink to, or frame of, the Platform or any of the Contents at any time, notwithstanding any prior permission that may have been given by Funding Societies.

11.6. Funding Societies may amend or change the URL of the Platform at any time including any Content or information therein. Under no circumstances is Funding Societies obliged to inform, or give prior notice to, parties / persons who have hyperlinked to or framed the website or any of the Contents about the amendment or change of the website’s URL, content or information therein.

12. SEVERANCE

12.1. If any provision of the Terms of Use is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms of Use. Funding Societies will unilaterally decide in its sole discretion a substitute provision, without having to notify or secure any approval of you, which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

13. ACKNOWLEDGEMENT

13.1. You agree that you will use or are using the Platform and the Services at your own risk. Funding Societies does not and will not warrant or represent:

• that any and all information on its platform, website, marketing material or in any documentation that Funding Societies prepared including the Contents are accurate, valid, correct, current, reliable, verified, complete, or error-free;

• that the Platform (including any functions associated therewith) or the Contents will be uninterrupted or error-free, or that defects will be corrected, or that the Platform or its server is or will be free of viruses, worms and/or other harmful or invasive elements, or that the download, installation or use of any software of the Platform or the Contents in or with any computer or device will not affect the functionality or performance of the computer or device;

• that the Platform will be protected against any malicious attack or that data will not be compromised under such attack;

• as to the functionality, operability, accessibility, accuracy, correctness, completeness, reliability, up-to-dateness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, of the Platform and the Contents;

• the success of any outcome, dealings or transaction on the Platform;

• that all applications for financings on the Platform will be approved or granted;

• that all fundraising campaigns on the Platform will be successful; and

• that the creditworthiness, genuineness and trustworthiness of any users

and therefore Funding Societies will not indemnify you nor provide any forms of compensation whatsoever, whether expressly or implied, unless, to the extent applicable or expressly stated otherwise herein, that it is proven by a final and binding court decision that such are attributable to Funding Societies’ gross negligence, fraud or wilful misconduct.

13.2. Funding Societies does not assume any advisory, fiduciary or similar other duties or act as an investment adviser to you. You agree that you have taken, or will take, the necessary independent legal, tax, financial or other advice before using any function or services provided on the Platform.

14. NOTICES AND ELECTRONIC COMMUNICATION

14.1. You consent to receiving communication from us electronically and you agree to Funding Societies use of electronic communication to enter into agreements and communicate with you in accordance with the Electronic Transactions Act. All notices or other communications given to you if communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast.

15. DISPUTE RESOLUTION AND APPLICABLE LAW

15.1. Funding Societies Terms & Conditions shall be governed by and interpreted in accordance with the laws of the Republic of Singapore.

15.2. If you have any questions or complaints, you may contact us using our live chat bots or write to us using the “Contact Us” details on our Platform.

15.3. If the dispute remains unresolved, the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Singapore to settle any disputes which may arise out of or in connection with these Terms of Use.

16. INTERNATIONAL USE

16.1. Funding Societies makes no promise that materials on the Platform are appropriate or available for use in locations outside of Singapore and accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Platform from locations outside of Singapore, you do so on your own initiative and are responsible for compliance with the local laws.

17. MISCELLANEOUS

17.1. You may not transfer any of your rights under these Terms of Use to any other person. Funding Societies may transfer its rights under these Terms of Use to another business where it reasonably believe your rights will not be affected.

17.2. If you breach these Terms of Use, no failure or delay by Funding Societies to exercise any right or remedy provided under these Terms of Use shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

TERMS AND CONDITIONS FOR INVESTORS

The terms and conditions relating to the investors shall be governed by the Platform Agreement entered into between Funding Societies and the Investor.

TERMS AND CONDITIONS OF FINANCING

These Terms and Conditions of Financing (“Terms and Conditions”) govern your access and use of Accounts Payable Financing, Accounts Receivable Financing, Revolving Credit Financing, and Term Financing facilities operated and/or hosted by Funding Societies. All references in these Terms and Conditions to “we”, “us” or “our” shall refer to Funding Societies as the operator and/or host of the financing. “You” and “Your” shall refer to the Prospective Issuer and/or the Issuer.

By making an application or utilizing the financing, you agree to be bound by the Terms and Conditions. If you do not agree to these Terms and Conditions, please do not proceed to create an account with us and make an application for financing. We allow applicants to make financing applications on behalf of borrowers who are representative of the borrower. We will be entitled to assume that the borrower has read and accepted these Terms and Conditions and treat the application as having been made with the borrower’s full authority.

These Terms and Conditions are in addition to the terms and conditions governing your use of the Platform and the Services.

1. DEFINITIONS

1.1 For the purpose of these Terms and Conditions, the following words and expressions shall have the following meanings:

"Applicable Laws” means all applicable laws, rules, regulations, constitution, rulings, interpretations, customs, usages, directions, instructions and protocols of governmental bodies and self-regulatory organisations of Singapore including any decrees or awards of any judicial bodies or arbitral institutions

"Finance Documents” means the Facility Agreement, the Platform Agreement, Funding Societies Terms & Conditions, the Security Documents, the Transaction Documents, and the Investment Notes Certificates, which expression shall include any amendments variations, supplemental and substitution and any other document designated as such by Funding Societies from time to time;

“Issuers” means Prospective Issuers, which are deemed eligible and creditworthy by Funding Societies in its sole discretion to obtain and benefit from the financing and therefore are accepted as the Issuer and are the parties to the Finance Documents (each an “Issuer”);

“Prospective Issuers” means any SMEs who are looking for financing opportunity (each a “Prospective Issuer”);

2. ACKNOWLEDGEMENT

2.1 The Issuer understands, acknowledges and agrees that:

(i) Funding Societies is a Capital Markets Services Licence (“CMSL”) holder for the regulated activity of dealing in securities under the Securities and Futures Act (Cap. 289) of Singapore (the “SFA”). Funding Societies is regulated by the Monetary Authority of Singapore (“MAS”) in respect of this regulated activity only;

(ii) Funding Societies, as a CMSL holder, is an exempt financial adviser pursuant to Section 23 of the Financial Advisers Act (Cap. 110) of Singapore (the “FAA”);

(iii) Funding Societies does not and will not:

• carry on a deposit-taking business nor take any deposit;

• take any equity interest in any Issuer; or

• apart from dealing in securities, engage in activities regulated under the SFA.

(iv) Funding Societies’ role in providing the Services is merely administrative and mechanical in nature in arranging for the Issuer to obtain financing (save as expressly contemplated herein) and as such Funding Societies is not regulated by laws regulating the business of moneylending, financing business, the taking of deposits in the course of carrying on a deposit-taking business, or fund management (including but not limited to the Moneylenders Act (Cap. 188) of Singapore; Finance Companies Act (Cap. 108) of Singapore; Banking Act (Cap. 19) of Singapore) or the SFA.

(v) it has read, understood and agreed to these Terms and Conditions, and accept all such obligations thereunder, in reliance only upon its own independent judgment and upon advice from such independent advisers as it has deemed necessary, and that it is solely responsible for ensuring that it has carefully considered whether doing so is suitable for its financial situation and condition and particular needs; and

(vi) Funding Societies does not handle or manage Issuers’ monies. At all times, it is the Escrow Account Agent that exclusively handles, holds and accepts the Issuers’ monies which will be held in a bank account in a Singapore licensed bank together with all other Borrower’s monies but fully segregated from all monies of Funding Societies or the Escrow Account Agent. Funding Societies will instruct the Escrow Account Agent to disburse the facility( upon successful application) into and receive repayments from, the Escrow Account.

3. PROSPECTIVE ISSUER'S FINANCING APPLICATION

3.1 The Prospective Issuer shall submit a financing request application to Funding Societies via the Platform.

3.2 Funding Societies will in its sole and absolute discretion, either:
(i) approve the financing request application subject to limit imposed by Funding Societies (which shall not exceed SGD 5 million within any 12 months period) and at the applicable interest rate set by Funding Societies; or
(ii) reject the financing request application.

3.3 Funding Societies shall notify its decision by email or such other mode of communication determined by Funding Societies.

4. DUE DILIGENCE

4.1 Funding Societies’ credit underwriters are entitled to conduct due diligence on the Issuer. The Issuer hereby give Funding Societies its express and irrevocable permission to contact any relevant authorities, banks, financial institutions, private companies, or individuals to ascertain, verify and confirm relevant information about the Issuer, including (but not limited to) its legal or credit history and hereby renders its consent to (or shall execute, if any signature is reasonably required for such purpose.

4.2 For the avoidance of doubt, each Issuer acknowledges and agrees that Funding Societies may and without giving prior written notice immediately terminate the Issuer’s account on and/or access to, the Platform and/or cease providing any of the Services, where Adverse Information is subsequently discovered in the course of completing the performance of due diligence measures on each Issuer. “Adverse Information” means any information that may give Funding Societies reasonable grounds to suspect money laundering or terrorist financing or any illegal activities (according to the Applicable Laws); such potential information may include but is not limited to; evidence of money laundering or terrorist financing on the customer and/or its ultimate beneficial owners; customers that are from and/or have business from countries or jurisdictions which have relatively higher levels of corruption, organised crime or inadequate AML/CFT measures, as identified by the FATF or Transparency International; customers from higher risk businesses / activities sectors identified in Singapore’s NRA; customers where the ownership structure of the legal person or arrangement appears unusual or excessively complex given the nature of the legal person’s or legal arrangement’s business; customers that have nominee shareholders or shares in bearer form.

5. TERMS AND CONDITIONS OF FINANCING

5.1 The terms and conditions relating to the financing shall be governed by the respective Finance Documents to be entered into between Funding Societies and the Issuer.

TERMS AND CONDITIONS OF FSC FINANCING

These Terms and Conditions of FSC Financing (“Terms and Conditions”) govern your access and use of Microfinancing, Accounts Payable Financing, Accounts Receivable Financing, Revolving Credit Financing, Micro Credit Line Financing, Credit Line Financing and Term facility offered by FS Capital Pte Ltd (“FSC”) for Funding Societies. All references in these Terms and Conditions to “we”, “us” or “our” shall refer to FSC as the operator and lender of the financing. “You” and “Your” shall refer to the Prospective Borrower or the Borrower.

By making an application or utilizing the financing, you agree to be bound by the Terms and Conditions. If you do not agree to these Terms and Conditions, please do not proceed to create a borrower’s account and make an application for financing. We allow applicants to make financing applications on behalf of borrowers who are representative of the borrower. We will be entitled to assume that the borrower has read and accepted these Terms and Conditions and treat the application as having been made with the borrower’s full authority.

These Terms and Conditions are in addition to the terms and conditions governing your use of the Platform and the Services.

1. DEFINITIONS

1.1 For the purpose of these Terms and Conditions, the following words and expressions shall have the following meanings:

"Applicable Laws” means all applicable laws, rules, regulations, constitution, rulings, interpretations, customs, usages, directions, instructions and protocols of governmental bodies and self-regulatory organisations of Singapore including any decrees or awards of any judicial bodies or arbitral institutions

“Borrowers” means Prospective Borrowers which are deemed eligible and creditworthy by FSC in its sole discretion to obtain and benefit from the financing and therefore are accepted as the Borrower and are the parties to the Finance Documents (each a “Borrower”);

"Finance Documents” means the Facility Agreement, Funding Societies Terms & Conditions, the Security Documents, and the Transaction Documents, which expression shall include any amendments variations, supplemental and substitution and any other document designated as such by FSC from time to time;

“Prospective Borrowers” means any sole proprietorship or entities who are looking for financing opportunity (each a “Prospective Borrower”);

2. ACKNOWLEDGEMENT

2.1 The Borrower understands, acknowledges and agrees that:
(i)  FSC is an exempt moneylender under the Moneylenders Act (Chapter 188) and in the business of inter alia, providing financing to SME business.
(ii)  FSC does not and will not:
carry on a deposit-taking business nor take any deposit; or take any equity interest in any Issuer; and

(iii) it has read, understood and agreed to these Terms and Conditions, and accept all such obligations thereunder, in reliance only upon its own independent judgment and upon advice from such independent advisers as it has deemed necessary, and that it is solely responsible for ensuring that it has carefully considered whether doing so is suitable for its financial situation and condition and particular needs.

3. PROSPECTIVE BORROWER'S FINANCING APPLICATION

3.1 The Prospective Borrower shall submit a financing request application to FSC via the Platform.

3.2 FSC will in its sole and absolute discretion, either:
(i)  approve the financing request application subject to limits imposed by FSC; or
(ii) reject the financing request application.

3.3 FSC shall notify its decision by email or such other mode of communication determined by Funding Societies.

4. DUE DILIGENCE

4.1 FSC’s credit underwriters are entitled to conduct due diligence on the Borrower. The Borrower hereby give FSC its express and irrevocable permission to contact any relevant authorities, banks, financial institutions, private companies, or individuals to ascertain, verify and confirm relevant information about the Issuer, including (but not limited to) its legal or credit history and hereby renders its consent to (or shall execute, if any signature is reasonably required for such purpose.

4.2 For the avoidance of doubt, each Borrower acknowledges and agrees that FSC may and without giving prior written notice immediately terminate the Borrower’s account on and/or access to, the Platform and/or cease providing any of the Services, where Adverse Information is subsequently discovered in the course of completing the performance of due diligence measures on each Borrower. “Adverse Information” means any information that may give FSC  reasonable grounds to suspect money laundering or terrorist financing or any illegal activities (according the Applicable Laws); such potential information may include but is not limited to; evidence of money laundering or terrorist financing on the customer and/or its ultimate beneficial owners; customers that are from and/or have business from countries or jurisdictions which have relatively higher levels of corruption, organised crime or inadequate AML/CFT measures, as identified by the FATF or Transparency International; customers from higher risk businesses / activities / sectors identified in Singapore’s NRA; customers where the ownership structure of the legal person or arrangement appears unusual or excessively complex given the nature of the legal person’s or legal arrangement’s business; customers that have nominee shareholders or shares in bearer form.

5. TERMS AND CONDITIONS OF FINANCING

5.1 The terms and conditions relating to the financing shall be governed by the respective Finance Documents to be entered into between FSC and the Borrower.