Please take the time to read and understand these Terms of Use (“Terms of Use”) before using the Website as they describe the terms under which we offer you access to the Service (defined below).

 

BINDING AGREEMENT

These Terms of Use constitute a binding legal agreement concluded between (i) you (“you” or “Participant”) and (ii) International Capital Solutions Pte Ltd (UEN No. 201526317H), (“we”, “us” or “CapSol”) in respect of the use of the Service.

By using and/or registering for the Service in any manner, including visiting, browsing and using the Website, and/or ticking on the checkbox and clicking the acceptance button below, you signify your agreement to follow and be bound by:

  • all the terms and conditions of these Terms of Use, which may be updated by us from time to time without notice to you;
  • all other operating rules, policies and procedures that may be published from time to time on the Service by us, including our Privacy Policy at the Website (“Privacy Policy”) and the additional policies set out in Clause 17, each of which is incorporated herein by reference and each of which may be updated by us from time to time without notice to you (collectively “Policies”).

These Terms of Use take effect once you click your acceptance thereto (as described in Clause 2) or, when you start to use the Service, whichever is earlier (the “Effective Date”).

We may modify or revise these Terms of Use at any time in the exercise of our sole discretion, by displaying the amended Terms of Use on the Website/Service or notifying you of the same by email or otherwise. Any use of the Service thereafter shall constitute your acceptance of the revised Terms of Use.   If you do not agree with these Terms of Use (or any revised versions thereof), you are not permitted to use, and should immediately stop using, the Service. The Terms of Use may not be modified, amended, and/or changed by you in any manner.

In these Terms of Use,

  • include” (and its derivatives, such as “including” and “includes”) means to include without limitation;
  • Intellectual Property Rights” means all intellectual property rights whether registered or not, including rights in inventions, patent rights, registered designs, design rights, copyrights and all rights of whatever nature in computer programs, firmware, micro-code and other computer software and data;
  • Login Codes” means the unique login user identification codes (such as your email, username and password) used by you to access the Service;
  • Participant Account” means a registered account on the Service held by you which is tied to and accessible through your Login Codes;
  • Personal Data” shall be as defined in the Privacy Policy;
  • Service” means the online peer-to-business financing platform owned and operated by CapSol at the Website, and includes the Website, Service Content and all features, content, services and applications offered by us to you or made available to you by us on or through the Website or otherwise in connection therewith and any and all updates, upgrades, supplements and releases thereto as may be provided by us from time to time;
  • Service Content” means (i) content, features, data, information, applications, text, audio, image or other files or materials produced, generated, displayed in or otherwise made available by us through or in relation to the Service (including Listings); and/or (ii) data and information relating to the use of the Service, the users of the Service and the transactions on the Service (collectively “Service Content”).
  • Website” means the website owned and operated by CapSol at capitalsolutions.com.sg, such as may be amended or updated by us from time to time.

All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Deed.

The clause headings used herein are for convenience only and shall not be given any legal import.

 

USE OF THE SERVICE

Participant Accounts. You may browse the Website to a limited extent, without signing up for an account. However, in order to use and/or access the Service, you must be registered for a Participant Account. You may only register for a Participant Account if you have entered into a Core Platform Deed with CapSol (“Deed”). For details on how to become a registered user, please email us at [insert email]. We reserve the right, in the exercise of our sole discretion, to refuse to offer access to or use of the Service to any person or entity, and to suspend or terminate any Participant Account to the Service and/or to change the eligibility criteria for registration at any time, for any reason and without notice to you. You acknowledge that the functionalities, features and services which we offer or make available on the Service to different users may differ.

Minimum Age. The Service is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law (“Minimum Age”). If you are under 18 years of age, please do not use the Service. To use the Service, you agree that you must be the Minimum Age or older.

Changes to Service. We may update, change, remove or discontinue the Service or change any features, component or content of the Service at any time, for any reason, with or without notice to you, in the exercise of our sole discretion, without liability or responsibility to you or any other party. We do not guarantee that any specific content, component and/or feature will always be available on the Service.

Licence to Use. In consideration of you agreeing to abide by these Terms of Use, we hereby grant you a non-exclusive, non-transferable licence, subject to the terms and conditions herein including Clause 6 below, to use and access the Service (including to browse the Website and the Service Content) for your internal purposes only, subject to the payment by you of the fees applicable to such use and access.

Service Suspension. You acknowledge and agree that we have no obligation whatsoever to furnish any maintenance and support services with respect to the Service. Notwithstanding the foregoing, you acknowledge and agree that we may need to interrupt or suspend your access to the Service from time to time, for maintenance, technical or other reasons. We reserve the right to change, suspend, remove or disable access to the Service or any part thereof at any time without notice and without liability to any party.

Restrictions. You agree:

  • not to copy the whole or any part of the Service except where such copying is incidental to the normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
  • not to copy, sell, publish, share, distribute, transmit, modify or exploit the Service Content or to remove or destroy any copyright, trade mark or other proprietary markings or notices on the same;
  • not to distribute, rent, lease, re-sell, sub-license, loan, exploit or otherwise make available the Service or any part thereof in any form to any person or entity, for commercial purposes;
  • not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or any part thereof or attempt to do any such thing or to discover the source code of the Service (or any part thereof), except to the extent that applicable law expressly permits the same despite this limitation;
  • do anything that would interfere with, alter or disrupt the Service or the operation thereof, or the servers or networks connected thereto, or infringe any requirements, procedures, policies or regulations of networks connected to the Service, or inhibit or interfere with another user’s use and enjoyment of the Service;
  • take any action that imposes, or may impose in our opinion, an unreasonable or disproportionately large load on our infrastructure;
  • upload, post or otherwise transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbot or other computer codes, files, programs or routines that are intended to interrupt, destroy, damage, detrimentally interfere with, surreptitiously intercept, limit the functionality of or expropriate the Service (or any part thereof) or any computer system, hardware, software or data;
  • modify, adapt or hack the Service or scan or test the vulnerability or security of the Service;
  • attempt to gain unauthorised access to the Service, other users’ accounts on the Service, or any computer systems or materials, through password mining or any other means;
  • frame or link to our Website or any parts of the Service without our written permission; and/or
  • not to use scripts to automatically mass download any Service Content from the Service or engage in or allow the automatic gathering of information or the automatic extraction of data from the Service (including “spidering”, “screen scraping”, “database scraping” or harvesting of e-mail addresses).

Compliance. You shall comply (and shall ensure that your employees, agents, contractors, service providers and affiliates comply) with all applicable laws, statutes, ordinances and regulations with respect to your use of the Service. When accessing and using the Service, you must also comply with directions, instructions or protocols communicated to you by us either through the Service, online correspondence or personal communication.

Participant Content. You are solely responsible for any information you provide to us or other users in the course of using the Service or communicating or interacting with us or other users (“Participant Content”). You agree that we are not responsible or liable for material posted you or by other users, or information which we post on behalf of any user, including the accuracy or reliability thereof. We reserve the right, but are not obliged, to monitor any or all communication, content, materials and matters posted to the Service by you or other users, and to edit, refuse to post, restrict or to remove any content that in our discretion is incorrect, objectionable or in violation of these Terms of Use, our Policies or any applicable law.

Service Content. All Service Content shall be our sole and exclusive property, and we shall have the exclusive right to reproduce, sell, resell, distribute and such information for any purpose whatsoever at our sole discretion (including for marketing and promotional purposes). You shall use Service Content only for your internal purposes of considering or making transactions through the Service and for no other purpose.

Login Codes. Any use of the Service and any acts, information, data, instructions, transactions or communications referable to your Login Codes and/or your Participant Account, shall be deemed to be use of the Service by you, or acts, information, data, instructions, transactions or communications emanating from you, whether they are in fact made or authorised by you. It is your sole responsibility to keep the Login Codes confidential and you shall be solely and fully liable for any disclosure or unauthorised use thereof by you, or otherwise. You must not share your Login Codes or sensitive information relating to your Participant Account with anyone else or allow anyone else to access the Service using your Login Codes.

 

INFORMATION YOU SUBMIT

In registering for a Participant Account on the Service and/or providing information (which may include Personal Data, as defined in the Privacy Policy) to us or other users, you represent that:

  • all the information you provide is true, accurate, current and complete;
  • the information is owned by you, and/or that you have the right to use and disclose the same; and
  • you will maintain and promptly update the information you provided under or in registering for your Participant Account to ensure that it remains true, accurate, current and complete at all times.

If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that this is the case, we have the right to suspend or terminate your use of the Service (or to take any of the actions set out in Clause 1 below).

Each Company authorises us to make available to the Finance Providers and prospective Finance Providers any of the information that the Company may provide to us from time to time (including its business and financial information, information on the Company’s customers) as we may see fit.

We reserve the right to keep all records of any and all transactions and communications between us and you, and you also authorise us to use the information you supply to us in connection with the Service, for such business or administration purposes as we may deem fit, subject to the provisions of the Privacy Policy with respect to Personal Data.

You agree that we may process Personal Data in accordance with the Privacy Policy, which forms part of these Terms of Use. Information on the collection, disclosure and use of Personal Data are set out in the Privacy Policy.

 

FEES & PAYMENT

Fees. We reserve the right to charge users for fees associated with the access to and use of, and in respect of specific transactions that occur on our Service, and to waive or change our fees at any time. All fees shall be paid by you in accordance with our instructions and through such modes of payment as we may accept, from time to time.

No refunds. All fees paid by you to us with respect to your Participant Account or otherwise for your access to and use of the Service, are not refundable under any circumstance.

We may offer discounts or change or suspend our fees as a promotional offer, or run other promotions from time to time on the Service. Such promotions shall be effective only for the applicable promotional period and shall be subject to the additional terms and conditions therefore as described on our Service.

You agree that we are not responsible for missed payments, fraud, unavailability or hacking of our third party payment processors, or any other issues related to payments.

 

THE SERVICE AS A NEUTRAL VENUE

The Service acts as a neutral venue where users, who are parties to the Deed, can enter into agreements with each other for various types of financing arrangements.

You further acknowledge that:

  • CapSol is not and shall not be deemed to be a bank, finance company, corporate finance adviser, financial adviser, fund manager, financial institution, moneylender, money-changer, remittance business, trust company nor does it hold itself out as any of these;
  • CapSol is not regulated by, among others, Monetary Authority of Singapore, and is not, and shall not be deemed to be an entity licensed or authorised under the Auctioneers’ Licences Act (Cap. 16), Moneylenders Act (Cap. 188), Finance Companies Act (Cap. 108), Banking Act (Cap. 19), Financial Advisers Act (Cap. 110), Securities and Futures Act (Cap. 289), Monetary Authority of Singapore Act (Cap. 186), Trustees Act (Cap. 337), Trust Companies Act (Cap. 336), Money-changing and Remittance Businesses Act (Cap. 187), or any of their attendant laws and regulations, nor does it hold itself out as having any licence in relation to any of them;
  • you will not be seeking from CapSol any representation, information, content or communication which is intended to be or is construed as legal, tax, financial, or any other advice, and you acknowledge that CapSol’s role whether as regards the Service or otherwise is merely administrative in nature; and
  • any communication between CapSol and you or with any user, does not constitute or form part of an offer, recommendation, invitation or solicitation to purchase or subscribe for any shares, debentures or other securities of or enter into any transaction.

Nothing in these Terms of Use and/or your use of the Service, shall confer, imply, constitute or be construed to constitute, a partnership, contractor (independent or otherwise), joint venture, employee-employer or franchiser-franchisee relationship between us for any purpose whatsoever nor otherwise entitle you to have authority to bind us for any purpose. We shall not be liable in any way for any promise, engagement, obligation, contract, debt, warranty or representation of yours, or for any wilful or negligent act or omission by you.

 

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that all Intellectual Property Rights in the Service (including its content, features, design, compilations, domain name(s), trade marks and the “look”, “feel”, “appearance” and “graphic function” of the Service and Website including but not limited to its colour combinations, sounds, layouts and designs) belong to us. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Rights, or use it in any other way for any public or commercial purpose.

You acknowledge that rights in the Service are licensed (not sold) to you, and that you have no rights in or to the Service other than the right to use it in accordance with the terms set out in these Terms of Use. You acknowledge that you have no right to have access to the Service or any part thereof in source-code form.

You shall in no way contest or deny the validity of, our rights, title and interest to the Intellectual Property Rights in the Service, and you shall not encourage or assist others directly or indirectly to do so. You shall not copy, reproduce, display or use our trade marks in any manner without our express written permission. You shall not use or register any domain name that is identical to or similar to any of our trade marks or domain names.

 

CONFIDENTIALITY OBLIGATIONS

You acknowledge and agree that all proprietary rights in the Confidential Information belongs to us, and that you shall not use or disclose any Confidential Information except where expressly and specifically permitted by us in writing or under these Terms of Use. Provided that this clause shall not extend to information which was rightfully in your possession prior to the Effective Date of these Terms of Use or your use of the Service (whichever is earlier), or which is already public knowledge or becomes so at a future date, otherwise than as a result of your (or your employee’s, contractor’s and/or agent’s) breach of this clause. You shall ensure that all your employees, contractors and/or agents are aware of and comply with the provisions of this clause. The obligations contained in this Clause 7 shall survive the expiry or termination of these Terms of Use.

Confidential Information” shall mean information:

  • disclosed to or obtained by you (your employees, contractors and agents) in connection with the Service (whether intentionally or due to our or any party’s negligent act or omission); and
  • all data and information relating to our business, operations and activities, including our documents (including our application forms, the Deed and other related application forms and agreements), business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business.

 

INDEMNITY

You shall fully indemnify CapSol Pte. Ltd., its officers, directors, employees, partners and agents (“Indemnitees”), from and against any and all damage, loss, claim, action and/or demand (including economic loss, accounting fees, and court and legal costs assessed on a solicitor-client basis), suffered or incurred by any of the Indemnitees arising whether directly or indirectly from:

  • your access to and/or use of the Service or any part thereof (or such as is referable to your Participant Account and/or Login Codes);
  • your negligent act or omission, wilful default, misconduct or fraud;
  • your unauthorised use or disclosure of the confidential information and/or personal data of any party;
  • your infringement of the Intellectual Property Rights of any third party;
  • your breach of any provision in these Terms of Use and the Policies;
  • your failure to comply with applicable laws;
  • any dealing, communication, transaction, agreement or dispute between you and another user or third party in connection with or relating to the Service; and/or
  • any claim by a third party against any Indemnitee in respect of any of the above.

 

LIMITATION OF LIABILITY

The Service and Service Content are provided to you “as is”, “as available”, without warranty of any kind, whether express or implied (including any implied warranty of merchantability or satisfactory quality, fitness for a particular purpose, compliance with any description, or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, all of which are expressly disclaimed). We also do not warrant that the operation of the Service will be uninterrupted or error free or that the Service or Website are free of viruses or other harmful components, that defects will be corrected, or that the transmission of any data or information (including Participant Content and Personal Data) through the Service will be entirely secure. You further acknowledge that operation of and access to our Service or Website may be interfered with as a result of technical issues or numerous factors outside of our control.

We do not warrant that the use of the Service or that the use of any functionality or feature of the Service will be lawful, non-infringing, or not in breach of any contractual obligations, and you agree that you have full and sole responsibility for ensuring the same.

The information made available on the Service is subject to change without notice and its accuracy is not guaranteed.

You agree that the entire risk arising out of your use of the Service remains solely with you, to the maximum extent permitted under applicable law.

By using the Service, you acknowledge and agree that internet transmissions are never completely private or secure, and that it is possible that the data on the Service can be mistakenly released, lost, hacked or accessed by unauthorised users. You understand that any data (including Participant Content and Personal Data) you upload or send using the Service or make available to us through the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

To the fullest extent permissible under law, we hereby disclaim all liability to you and/or any third party for any direct, indirect, incidental, special, consequential or exemplary damages, whether foreseeable or not, under contract or tort, including damages for loss of profits, loss of business, revenue, use, data, money, goodwill, reputation or other economic advantage, personal injury or property damage, even if we are aware of or advised of the possibility of the same, resulting from:

  • any error, omission, defect, deficiency, unreliability, nonconformity, delay or disruption in or of the Service, Website or Service Content or your inability to use the same or any part thereof (including glitches, bugs, errors, or inaccuracies of any kind );
  • viruses or other malicious software obtained by accessing our or using the Service;
  • in whole or in part, the act, omission or default of or failure by any user (including you) to comply with its contractual obligations (including under these Terms of Use) or with applicable laws;
  • unauthorised access to, disclosure of or alteration of any part or whole of your Participant Content and/or Personal Data, including in the event the Service is hacked by third parties;
  • unauthorised access to and/or use of the Service by you, other users or third parties;
  • our provision of, or your access to and/or use of the Service or any part thereof (or such as is referable to your Participant Account and/or Login Codes) and any third party claims against you arising therefrom;
  • any communication, dealing, transaction, agreement or dispute between you and a Participant on the Service;
  • the error, negligent act or omission, wilful default, misconduct or fraud of any user (including you);
  • any investigation by us or assistance rendered by us with respect to disputes between users;
  • a suspension or other action taken with respect to your Participant Account; and
  • any other matter relating to the Service.

Your use of the Service is entirely at your own risk. If you are dissatisfied with any part or whole of the Service, your sole remedy is to discontinue use of the Service. Nothing in these Terms of Use shall limit or exclude our liability for any liability that cannot be excluded or limited by applicable laws.

 

BREACH AND TERMINATION

Failure to comply with any provision under these Terms of Use constitutes a material breach. We will determine, in our discretion, whether a breach has occurred through your use of the Service. Where we determine that such a breach has occurred, or that you have engaged in unprofessional or unethical conduct or practices, or if there arise other issues which we consider, in our sole discretion, to be disruptive to the business and reputation of our Service or CapSol, or if we suspect that you have engaged in fraudulent activity in connection with the Service, we may take such action as we deem appropriate at any time, with or without prior notice to you, including all or any of the following:

  • refusing to provide services to you;
  • removing or deleting your Participant Content (including your Listings or your Bids);
  • issuance of a warning to you;
  • warning other Service users of your actions;
  • restricting, suspending or terminating your Participant Account and/or your access to or use of the Service or any part thereof;
  • instituting legal proceedings against you for breach; and/or
  • disclosure of such information related to your breach to law enforcement authorities as we may feel is necessary.

For the avoidance of doubt, you shall not be entitled to any refund of any payments (including subscription fees for your Participant Account) made by you, in the event of the termination of your Participant Account or your access to or use of the Service for any reason whatsoever, or in the event we take any actions pursuant to Clause 1 above.

Upon termination of your Participant Account and your access to or use of the Service, all rights granted to you hereunder shall immediately cease and terminate, and you must immediately cease using the Service or any Service Content.

 

GENERAL

Governing law. These Terms of Use and the Policies are governed by and construed in accordance with the laws of the Republic of Singapore.

Arbitration. Save where equitable relief or remedy is sought by CapSol, any dispute, controversy or claim arising out of or in connection with these Terms of Use, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC“) or at such other venue in Singapore as the parties may agree in writing in accordance with the SIAC Rules. The law of the arbitration shall be the Singapore International Arbitration Act (Cap. 143A). A tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre. The language of the arbitration shall be English. The parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.

Equitable remedy. You agree that in the event of any breach or non-performance of the terms of Clause 6 and 7 by you (or any of your employees, contractors and/or agents), money damages would not be a sufficient remedy, and that Clause 2 shall not prevent us from applying to court to obtain injunctive, equitable and other relief for such breach, non-performance, or threatened breach or non-performance. You hereby submit to the exclusive jurisdiction of the Singapore courts for this purpose.

Invalidity. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law.

Force majeure. We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of the Service (or any part thereof) or in the operation of the Service or Website, or any unavailability of the Service, that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including without limitation (i) Acts of God, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, communications channels or information systems used in the provision of services; (iii) acts or omissions of the provider of telephone data communication lines, or any third party service provider or party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third party services; and (v) viruses, other malicious computer codes or the hacking by any party of the Service.

Assignment. We may transfer our rights and obligations under these Terms of Use to another party without notice to you. You may not transfer any of your rights or obligations under these Terms of Use to another party.

Waiver. Failure or neglect by us to enforce at any time any of the provisions in these Terms of Use shall not be construed or deemed to be a waiver of our rights hereunder, nor in any way affect the validity of the whole or any part of these Terms of Use or prejudice our right to take subsequent action.

Inconsistency. In the event of any conflict or inconsistency between the provisions of these Terms of Use and the Deed, the Deed shall prevail.

Third parties. A person who is not a party to these Terms of Use may not enforce its terms under the Contracts (Rights of Third Parties) Act of Singapore.

 

ADDITIONAL TERMS

The following policies and documents are incorporated into this Terms of Use by reference and provide additional terms and conditions related to specific services offered on the Service:

Effective date: 2015

Last updated: 15 September 2015