Part A: INTRODUCTION
- These Terms govern the Services made available to you.
- The Services are only available to Users resident in Singapore who are non-US citizens. The Services are not made available to any person in any jurisdiction where its use would be contrary to any law. Nothing in the Site should be considered an offer or solicitation to buy or sell any service or product to any person in any jurisdiction where such offer or solicitation would be unlawful.
- We provide execution-only Services. We do not advise on the merits of any particular transactions or their taxation consequences. Nothing in the Site is intended to be or should be taken as financial, legal or taxation advice. You should seek your own financial, legal, tax and accounting advice as to the likely outcomes from transacting in TILES.
- If you do not agree with any of these Terms, do not access the Site or use the Services. If you do so, you are deemed to have agreed to these Terms
- USER REGISTRATION
- You must register with us to access and use the Services and view the Deals on the Platform. We have absolute discretion in deciding whether to register you as a User. To register with us, you must create an account (the “Account”) on the Site.
- In creating the Account, you must provide accurate, current and complete information about yourself when creating the Account. If we believe your details are not correct, current, or complete, we may reject your registration. For the avoidance of doubt, we are not obliged to check if the information submitted is accurate, correct or complete.
- We may at any time require you to provide us with additional information and documents for the purposes of verifying your identity if we deem it necessary.
- While you are registered with us as a User, you must keep the information provided to us up to date and notify us of any changes.
- USER ACCOUNT
- We will only open an Account for you if you meet our procedures for opening of Account, including our user verification procedures.
- You must not create more than one Account for yourself by using different email addresses or other identifying information.
- The Account can only be used for your own transaction. You cannot use the Account to transact on behalf of any person.
- We may suspend or terminate the Account at any time and for any reason immediately upon written notice to you. You may terminate the Account by giving 3 Business Days prior notice to us.
- LIMITED LICENCE
- Subject to these Terms, we grant you a limited non-exclusive, non-transferable, revocable licence to access and use the Platform solely in connection with the use of the Services. Any other use is expressly prohibited.
- You must not transmit to the Platform any form of malicious software.
- We may at our discretion restrict (a) the number of open instructions you may have on the Platform at any one time, (b) restrict your ability to change or cancel a posted instruction in any particular time interval, (c) periodically define the incremental values for instructions on the Platform, and (d) cancel any instruction that does not adhere to these limitations.
- INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights vested in texts, images or any other content found on or related to the Platform are owned by us. Accordingly, you may not copy, distribute, reproduce, republish, upload, transmit, modify, post or otherwise use in any way any such content without our prior express authorisation.
- Our property or that of our vendors or licensors is protected by intellectual property laws and may not be used without our express written consent.
- DISCLAIMER OF WARRANTIES
- We provide no guarantee as to the performance or the uninterrupted availability of the Services. The Services are provided on an “as-is”, “as-available” basis without warranties of any kind (whether implied, express or statutory). We disclaim all warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement with respect to the Services.
- We do not represent or warrant that the Services and the information on the Site are accurate, complete, reliable, current or error-free. We will make reasonable efforts to ensure that all transaction on the Platform are processed in a timely fashion. But we make no representations or warranties with respect to the amount of time needed to process such transactions. As cryptocurrency transfers on and off the Platform are dependent on many factors outside our control, we make no representations or warranties regarding the success of or the amount of time needed to process cryptocurrency transactions.
- All transactions on the Platform must comply with applicable law of any jurisdiction (domestic or foreign), including those relating to anti-money laundering and counter-terrorism financing and our internal policies.
- We will not process any transaction or will cancel any transaction on the Platform where we suspect the transaction involves money laundering, terrorist financing, fraud or any other type of crime.
- All transactions on the Platform are subject to applicable fees, commissions, taxes, and any third party fees. Any payments payable to you will be net of such charges and taxes (if any).
- DOLLAR TOKENS
- Transactions are paid with Dollar Tokens. To obtain Dollar Tokens, you must transfer sufficient money to a service provider’s account by direct bank transfer. Upon receipt of the money, the service provider will transfer equivalent Dollar Tokens to your Wallet. All bank transfers are subject to the terms of the relevant bank.
- You must hold sufficient Dollar Tokens in your Wallet to meet your settlement obligations and any other liabilities arising from any transaction.
- Dollar Tokens may only be transferred through the procedures of the Platform. ).
- TILES represent your interest in a Deal. Although TILES are held by us on your behalf, you remain the absolute beneficial owner of the number of TILES which are identified in your Wallet.
- TILES may only be transferred through the procedures of the Platform.
- USER INSTRUCTIONS
- We are entitled to act for you upon instructions given by or purporting to be given by you or any person authorised on your behalf without further inquiry as to the genuineness, authority, or identity of the person giving or purporting to give such instructions, provided that such instruction is accompanied by correct information about the Account
- All instructions are received or deemed received by us only if they are received by our system hosting the Platform.
- Your instructions may not be processed immediately, around the clock, or in a timely manner. Processing of your instructions is dependant, among others, on the time and day your instructions are received by us, or on the business hours of third party processing such instructions.
- We may not process your instructions if they are conflicting or we suspect that they are given fraudulently.
- We will maintain strict procedures to ensure that the correct number of TILES is recorded as the property of the relevant User, as well as adopting security measures to prevent TILES being misused, misplaced, misappropriated or stolen.
- We may monitor the Password and require you to change it. If you use a Password that we consider insecure, we may require it to be changed or terminate the Account.
- You are prohibited from using any tool designed for compromising security to compromise security or tamper with our system resources.
- You are responsible for maintaining adequate security and control of the Account information, including your Password, any code that you use to access the Site, and all activities which occur on the Account.
- You must notify us immediately of any unauthorised use of the Account or Password, or any other breach of security. Upon receipt of your notification, we will take any action we consider appropriate as soon as reasonably practicable, including disabling the Account.
- Clause 13 is not, and shall not be deemed to constitute, an express or implied agreement between us for a higher standard of security than that prescribed in any applicable law (domestic or foreign).
- RESTRICTING ACCESS TO PLATFORM
- We may terminate or suspend your access to the Platform without any reasons by giving 14 Business Days prior notice to you.
- Notwithstanding clause 14.1, we may terminate or suspend your access to the Platform immediately if we are of the opinion that you have breached these Terms.
- PARTICIPATION IN DEALS
- General information on each Deal is provided on the Platform. Such information is usually obtained from public documents or other sources. We will not be liable to you if such information is inaccurate or untrue.
- You may participate in a Deal on the Platform by subscribing for TILES during the Subscription Period and paying the Subscription Price by transferring equivalent Dollar Tokens. These Dollar Tokens will be held in a Holding Wallet during the Subscription Period.
- Where the Target Investment Goal is met and the Deal is successfully funded, Dollar Tokens held in the Holding Wallet will be transferred to the Special Vehicle’s Wallet and equivalent TILES will be issued by the Special Vehicle to your Wallet as soon as practicable.
- Where the Target Investment Goal is not met or the Deal is not successfully completed, Dollar Tokens held in the Holding Wallet will be transferred to your Wallet.
- You may not amend or cancel your transaction once your Dollar Tokens have been transferred to the Holding Wallet.
- You are entitled to a distribution of such an amount and on such a date determined by the Special Vehicle at its discretion.
- You are entitled to a distribution of such an amount and on such a date determined by the Special Vehicle at its discretion.
- All distributions are apportioned and paid proportionately to the number of TILES held in your Wallet on the Record Date.
- You will receive the distribution amount in Dollar Tokens and we will transfer equivalent Dollar Tokens to your Wallet on the payment date.
- We will notify you of the Record Date and the payment date once we have decided on those dates.
- TRADING OF TILES
- We are not a principal in any transaction on the Platform. We are merely an agent appointed to facilitate transactions between Users.
- You may place an Order to buy or sell TILES with other Users.
- At any time before an Order is matched, you may amend or cancel your Order. Once an Order is matched, it will proceed immediately to settlement and a trade confirmation summarising the key terms (such as the time of sale and number of TILES bought or sold) of the Order will be sent to you through the Platform.
- You acknowledge that once an Order is matched, it is irrevocable. You agree not to dispute the validity of the Order.
- In a buy Order, the Dollar Tokens equivalent to the value of TILES will be transferred from your Wallet to the Holding Wallet. If a buy Order is not matched or is successfully cancelled, the Dollar Tokens will be returned to your Wallet. If a buy Order is successfully matched, the TILES you bought will be transferred to your Wallet within 1 Business Day.
- In a sell Order, TILES will be transferred from your Wallet to the Holding Wallet. If a sell Order is not matched or is successfully cancelled, TILES will be returned to your Wallet. If a sell Order is successfully matched, you will receive the equivalent Dollar Tokens in your Wallet within 1 Business Day.
- DISPUTES WITH TILE TRADES
- If you (whether as seller or buyer of TILE) have a trade disagreement with another TILE Holder, you may initiate a dispute and request our assistance to resolve the trade dispute.
- If you disagree with the decision we have made, you may refer this dispute for resolution under clause 36.
- DECISION-MAKING BY TILE HOLDERS
- The general rule about decision-making by TILE Holders is that any decision of TILE Holders taking the form of a resolution must be by the simple majority vote of TILE Holders who voted electronically.
- No resolution can be voted on if a quorum is not present. In the context of electronic voting, a quorum means at least 3 TILE Holders who voted on a resolution through the Platform.
- Notwithstanding clause 19.1, where any decision-making involves the sale or disposal of the underlying investment of TILES, any decision of TILE Holders must be supported by a majority of not less than two-thirds of the votes cast by all TILE Holders who voted electronically in respect of that resolution.
- Every TILE Holder has one vote for each TILE he holds. Once a TILE Holder has voted on a resolution, he shall not be allowed to change it subsequently or cast the vote again.
- Any action or resolution requiring voting will be sent by FundPlaces to TILE Holders through the Platform and will remain open for voting during the Voting Period. Upon expiry of the Voting Period, the facility for voting will be disabled.
- Subject to the receipt of sufficient votes, an action or a resolution is deemed to be passed on the date of the expiry of the Voting Period. The voting results will be published on the Site.
- If the numbers of votes for and against a resolution are equal, TILE Holder who owns the most number of TILES or (if no such TILE Holder) FundPlaces has a casting vote.
- A TILE Holder has the right to decide how the underlying investment of TILES is to be managed by proposing certain actions to be considered by other TILE Holders through the Platform.
- Each action receiving 10% of the total number of votes cast by TILE Holders electronically in respect of that action will be proposed as resolutions for adoption by TILE Holders. FundPlaces may propose resolutions to TILE Holders for adoption.
- REDEPTION OF TILES
- TILES are not redeemable at the option of a TILE Holder. The Special Vehicle has the right to compulsorily redeem all of a TILE Holder’s TILES without the consent of such TILE Holder (i) if a resolution is passed for the winding up of the Special Vehicle; or (ii) the underlying asset of TILES is sold, disposed, redeemed, or subject to any analogous event.
- Upon receipt of such notice of redemption through the Platform, you must return your TILES to the Special Vehicle through the procedures of the Platform. The redemption proceeds will be deposited in your Wallet in equivalent Dollar Tokens.
- For the purpose of determining the redemption proceeds due to you under clause 20, we will divide the net proceeds from the sale of a Deal’s underlying asset by the total number of outstanding TILES and multiplying that amount by the number of TILES to be redeemed.
- RISK DISCLOSURES
- Investment in TILES carries a high level of risk and may not be suitable for you. Before deciding to invest in TILES, you should carefully consider your objectives, financial situation, needs, and investment experience.
- The value of TILES may rise or fall and will be affected by factors outside the control of the Special Vehicles. By investing in TILES, you could sustain losses of all of your invested money.
- TILES may not be transferrable or accepted for transfer by any third party. It may be difficult or not be possible for you to cash in on or to exit your investment in TILES.
- TILES are based on open-source software. There is a risk of bugs and other weakness being introduced into the system that may result in you losing TILES stored in your Wallet.
- Investment in TILES is not currently regulated in Singapore. However, such investment may become regulated or may be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit our ability to continue to operate the Platform or to facilitate the redemption of TILES.
- Your purchases of TILES are non-refundable. We are not required to provide any monetary refund to you in the event you change your mind about your investment. Except as provided in these Terms, you will not receive any monetary refund or other compensation for investing in TILES.
- There is no statutory obligation for the Special Vehicles or us to provide you with information that you would reasonably require to make informed assessments of investment n TILES.
- The underlying assets of Deals may be situated in a foreign jurisdiction. Your investments will be subject to the laws of that foreign jurisdiction, including tax liabilities, transaction costs, and capital controls.
- If we, the Special Vehicles, or a third party service provider handle your money, you may lose your entire investment amount if any of us become insolvent.
- The objective of clause 21 is to highlight to you, briefly, the risk of investing in TILES so that you can consider these risks before investing in TILES. Clause 21 does not purport to disclose or discuss all of the risks and other significant aspects of investing in TILES.
- It is your responsibility to consult with your own legal, tax and finance advisers before investing in TILES.
- REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that:
(a) you will enter into these terms as principal;
(b) you are not a bankrupt;
(c) you have the capacity to provide each instruction and enter into each transaction on the Platform;
(d) transactions initiated with the Account are for your own account and not on behalf of any other person;
(e) you will not access the Site to use the Services if the laws of your jurisdiction prohibit you from doing so in accordance with these Terms;
(f) you will not be using the Site for any illegal activity, including but not limited to, money laundering and the financing of terrorism;
(g) you will only operate an Account and use the Platform to transact in TILES for the purposes and in accordance with these Terms;
(h) you are a resident of a jurisdiction in which the Services are legally allowed;
(i) any information contained in or provided by you is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; and
(j) you will promptly inform us in writing of any changes in the information provided.
- The representations and warranties made in clause 23.1 are deemed to be made by you by reference to the facts and circumstances then existing on the date of each trade.
- You acknowledge that you have make these representations and warranties with the intention of inducing us to enter into these Terms and that we have entered into these Terms on the basis of and in full reliance on such representations and warranties.
- FEES AND COMMISIONS
- We may charge such fees for providing the Services and commissions on the transactions through the Platform. The prevailing rates of charges will be published on the Site.
- Any changes to the fees and commissions apply from the date that such changes are published on the Site. We will endeavor to notify you through the Platform in advance of any changes to the fees or commissions.
- All fees and commissions due to us will be deducted from any amount due to you.
- You remain liable for payment of all fees and commissions incurred prior to the suspension or termination of the Account or the Services.
- DISCLOSURE OF INFORMATION
We have the right (and you authorise us) to:
- Clause 25.1 is not, and shall not be deemed to constitute, an express or implied agreement between us for a higher standard of confidentiality than that prescribed in any applicable law (domestic or foreign).
(a) disclose your information to any third party service providers;
(c) disclose your information to any of our other offices or related company, whether in Singapore or not; and
(d) disclose any information relating to you, including information to enable us to perform our obligations under these Terms, to whom such disclosure is considered necessary, and required by any applicable law (domestic or foreign).
- STORAGE OF INFORMATION
- Information we collect may be stored in servers in Singapore or other countries that may have different levels of privacy protection. To the extent allowed by any applicable law (domestic or foreign), you consent to such transfer and processing of the information in such other countries.
- We will use reasonable measures and to the extent permitted by applicable law (domestic or foreign), to maintain the security of all information collected against any loss, theft, unauthorised use, disclosure, or modification and to ensure the integrity of the information.
- Clause 26 is not, and shall not be deemed to constitute, an express or implied agreement between us for a higher standard of security measure than that prescribed in any applicable law (domestic or foreign).
- If any of these Terms shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law (domestic or foreign), the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.
- You agree to indemnify us for and keep us indemnified against all liabilities, obligations, actions, suits, claims, demands, losses and damages which we may incur or suffer, and all costs, charges and expenses of reasonable amount and reasonably incurred by us, arising from (a) your use of the Services, (b) any breach by you of these Terms, (c) the exercise of our rights under these Terms us, (d) acting or relying on instructions, (e) any claim by any third party against us arising from providing the Services to you, and (f) your violation of any applicable law (domestic or foreign).
- WRITTEN COMMUNICATIONS
- Any written communication to be made between us must be in writing and in English. Such communication may be made by mail or email.
Written communication from us to you will be sent to your address and email address recorded in our system; and from you to us, must be sent to our registered address or our email address at firstname.lastname@example.org. They will be deemed effective if:
(a) sent by mail, on the date it is delivered; and
(b) sent by email, on the date it is delivered (unless otherwise notified that the electronic mail was not delivered).
- We may, at any time after giving notice to you of our intention of doing so, assign or transfer any of our rights and obligations under these Terms to any person. You shall not assign or transfer any of your rights or obligations under these Terms to any person.
- EXCLUSION AND LIMITATION OF LIABILITY
- To the extent permissible under applicable law (domestic or foreign), we have no liability for any damages of any kind (including, without limitation, indirect, special, incidental, consequential or tort damages, or loss of profit, principle or revenue) in connection with your use of the Services even if we have been advised or is aware of the possibility such damages.
- To the extent permissible under applicable law (domestic or foreign), in no event will our liability for money damages exceed a sum of S$5,000.
- RECORDS CONCLUSIVE
- All our records stored in our system shall be binding on you for all purposes whatsoever and conclusive evidence of the transactions and your liability to us, save for manifest error.
- You agree that all such records are admissible as evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or authenticity of the contents of such records merely on the basis that such records are in electronic form or are from a computer system. You waive any of your rights to so object.
- We may amend these Terms at any time by notifying you by post, electronic mail or such means as we may think fit. If you do not inform us of your intention to terminate the Account or still hold TILES and Dollar Tokens in your Wallet after 3 Business Days after such notification, you are deemed to accept and agree to such amendments.
- THIRT PARTY RIGHTS
- No person has any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any provision of these Terms, except as expressly provided in these Terms.
- NO WAIVER OF RIGHTS
- A failure or delay in exercising any right, power or privilege in respect of these Terms will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.
- GOVERNING LAW AND ENFORCEMENT
- These Terms and any non-contractual obligations arising out of or in connection with these Terms will be governed by and construed in accordance with laws of Singapore.
- 36.2 All disputes, controversies or differences including any questions regarding its existence, validity or termination arising out of or in connection with these Terms (the “Dispute”) shall be referred to and finally resolved by arbitration administered by an arbitrator to be agreed between the parties to these Terms or failing agreement, to a person to be appointed as arbitrator by the President or Vice President for the time being of the Singapore Institute of Arbitrators upon an application therefor made by either party. The arbitration shall be conducted in accordance with the Rules of Arbitration of the Singapore Institute of Arbitrators for the time being in force.
- Parties agree that prior to the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation in accordance with the Singapore Mediation Centre’s Mediation Procedure in force for the time being. A party who receives a notice for mediation from the other party shall consent and participate in the mediation process or shall be deemed to be in breach of these Terms.
- DEFINITIONS AND INTERPRETATION
In these Terms, Account has the meaning specified in clause 3.1;
Business Day means a day (other than a Saturday or Sunday or a gazetted public holiday) on which banks are open for general business in Singapore;
Deals means the opportunities to invest in the underlying assets of Special Vehicles offered through the Platform through owning TILES;
Disputehas the meaning specified in clause 36.2;
Dollar Tokens means a cryptographic unique software token converted from any legal tender and stored in a User’s Wallet;
FundPlaces means FundPlaces Pte. Ltd.;
Holding Wallet means a digital wallet on the Platform to hold Dollar Tokens and TILES temporarily until such time they are transferred to the Wallet;
Order means an offer to transact in TILES through the Platform;
Password means a combination of alphanumeric characters set by Users to gain access to the Platform;
PDPA means the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore;
Platform means an online tool operated by FundPlaces to facilitate transactions in TILES;
Record Date means the date and time fixed by FundPlaces for the purpose of determining a TILE Holder’s entitlements to distributions;
S$ means the lawful currency of Singapore;
Site means the website located at www.fundplaces.com;
Services mean the offering by FundPlaces of its Platform to Users to participate in Deals and transact in TILES;
Special Vehicle means an entity established for the sole purpose of owning assets;
Subscription Period means in relation to a Deal the period starting on the date on which the Deal is open for participation on the Platform and ending on the earlier of date the Target Investment Goal is met or FundPlaces withdraws the Deal from the Platform;
Subscription Price means in relation to a Deal, the price paid for subscribing for TILES;
Target Investment Goal means in relation to a Deal, the minimum amount sought to be raised for that Deal within the Subscription Period specified on the Platform;
Terms mean these standard terms and conditions as may be amended or supplemented from time to time, which expression shall, where the context so admits, include any such amendment or supplement;
TILES means in relation to a Deal, a cryptographic unique software token issued by a Special Vehicle with a value derived from its underlying asset;
TILE Holder means any person who has TILES stored in his Wallet, and includes any person who has an Order supported by a trade confirmation under clause 17.3;
US means the United States of America;
User means any person who is registered with us, and includes TILE Holder;
Voting Period means the period starting on the date of delivery of resolutions to TILE Holders for consideration and ending 5 Business Days from the date thereof; and
Wallet means a digital wallet on the Platform for storing, sending and receiving Dollar Tokens and TILES.
- References in these Terms to “us”, “we”, and “our” mean FundPlaces. “You”, “your”, and “yourself” are references to you in the capacity of a User or potential User.
- No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.
- Any reference to any person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees; a person includes any individual, firm, company, corporation, government, state or agency of a state, or any association, trust or partnership (whether or not having separate legal entity); and any clauses are to clauses of these Terms. Expressions in the singular form include the plural and vice versa.
- All obligations under these Terms shall be binding on each person who accesses the Platform to use the Services.
- The headings used in these Terms are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms.
Part B: USE OF PLATFORM
Part C: INVESTMENT PROCESS
Part D: RIGHTS OF TILE HOLDERS
Part E: DISCLOSURES AND DISCLAIMERS
Part F: USER REPRESENTATIONS
Part G: GENERAL
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