Terms and Conditions.

1. Introduction

1.1 Dealcierge provides the Services to you through your usage of the Platform and the relationship between you and Dealcierge is governed by this Agreement. This Agreement shall apply to and govern our provision of the Services to you and your Account(s) with us.

1.2 Dealcierge is not and does not act in any capacity as an agent or adviser for any user of the Platform, and assumes no advisory, fiduciary, or other similar duties to any user of the Platform. Dealcierge does not provide any advice (legal, investment, financial, tax or otherwise). You should obtain independent legal, tax, financial, or other advice in connection with any activity on the Platform as you deem necessary.

1.3 As a user of the Platform, after an Account is created, you may, as a potential seller of privately held companies, upload information about the target company on your profile on the Platform. Such information may include business plans and financial information in respect of the target company. You may also, as a potential buyer or investor, upload information on your investment preferences on your profile. Transaction opportunities and information uploaded on your profile on the Platform will be made available to all users of the Platform, unless you impose specific restrictions through your Account settings.

1.4 Dealcierge does not endorse or assume any responsibility in respect of the information uploaded by users on the Platform, including as to its truth, completeness, and accuracy. You should not take any Content as a form of recommendation to invest in a target company or as to the merits of the target company’s business or its likelihood of success. Any decision to sell or invest in the target company shall be yours alone and made entirely at your own risk.

1.5 The Platform will also offer a messaging system, through which users of the Platform may initiate contact and communicate with each other. We may at any time monitor your use of the messaging system so as to detect any improper activity, and may process and retain all records of content or communications exchanged via the Platform.

1.6 You acknowledge and agree that where you grant information to, or are granted access to information by, another user on the Platform (the Counterparty) for the purposes of facilitating any discussions for a potential sale and purchase transaction, your disclosure of or access to such information is subject to the Confidentiality Terms set out at Schedule 1. The Confidentiality Terms set out the terms on which you or the Counterparty agrees to disclose information and constitute a binding agreement between you and the Counterparty.

1.7 In relation to transaction opportunities which originate from the Platform, you agree and are aware that any transaction agreement(s) you enter into will be between you and a Counterparty only. Dealcierge will not be a party to the transaction agreement(s) or collect or handle any funds for the transaction. Under no circumstances shall Dealcierge be involved in or liable for the non-payment of any amount between users of the Platform.

1.8 For the avoidance of doubt, Dealcierge’s role is limited to the provision of the Platform and/or Services to facilitate potential transactions, and Dealcierge does not and will not:

(a) provide any advice and/or recommendation in respect of any matters referred to in such Content;

(b) review the accuracy and/or completeness of any Content;

(c) review or conduct any assessment of suitability of any particular investment opportunity;

(d) carry out any due diligence in respect of any investment opportunities;

(e) become a party to any agreements between users of the Platform in respect of
any investment opportunities; and/or

(f) complete any tax or other filings or formalities relating to any transaction.

1.9 Your use of our Services is subject to you fulfilling the following general criteria, and upon
our request, providing us with such information and documents to prove that you fulfil the criteria:

1.9.1 you shall have completed the onboarding flow or procedure required by us;

1.9.2 you have received an acceptance notice from us confirming that you may use and access the Platform, your Account and/or our Services; and

1.9.3 such other criteria as we may determine from time to time.

1.10 For the avoidance of doubt, we are not obliged to create any Account for you or provide you with any Service and we are not required to provide you with any reasons should we choose not to do so.

1.11 You shall be taken to have accepted the terms and conditions of this Agreement upon your first access and use of your Account and/or our Services.

2. Definitions

2.1 In this Agreement, unless the context otherwise requires, the terms, words and expressions used in this Agreement shall have the following meanings:

“ Account ” means the account which we have set up and granted to you for your use and access to the Platform and Services pursuant to this Agreement;

“ Access Method(s) ” means any user identification, passwords, personal identifiers, other codes and verification procedures and other security credentials whether set by you or us or assigned to you that would allow you to access and use the Platform and/or your Account;

“ Additional Terms ” means any terms or Schedules to this Agreement which may from time to time be varied, amended, or supplemented as required by Dealcierge as an addition to the Agreement;

“ Anti-Corruption Laws “ means all laws, rules, and regulations of any jurisdiction applicable to the Platform user or its subsidiaries from time to time concerning or relating to bribery or corruption, including but not limited to the United Kingdom Bribery Act 2010 and United States Foreign Corrupt Practices Act 1977;

“ Applicable Laws ” means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation, notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time;

“ Authorised User ” means any person(s) authorised by you from time to time to use the Platform and/or Services in relation to your Account;

“ Binding Offer ” means an offer or proposal made by a Buyer to a Seller of a target company to purchase and/or invest, which proposes to create a binding obligation on the Buyer if the offer is accepted by the Seller. Such obligation may be subject to the conclusion of a definitive agreement;

“ Business Day ” means a day, other than a Saturday or Sunday or public holiday in Singapore;

“ Buyer ” has the meaning ascribed to it in the definition of “Transaction”;

“ Confidentiality Terms ” means the agreement between you and the Counterparty which governs the disclosure of information between you and the Counterparty for the purposes of facilitating any discussions for a potential sale and purchase transaction made available at Schedule 1;

“ Content ” refers to any material, information, images, links, sounds, graphics, videos, software or other materials including quotes, news and research data that are available on or through the Platform, including those that have been uploaded or shared by users of the Platform;

“ Cookie Policy ” means the cookie policy on the privacy and protection of Personal Data adopted by us as made available at Schedule 3, as may be supplemented, amended or varied from time to time;

“ Counterparty ” has the meaning ascribed to it under clause 1.6 of this Agreement;

“ Equipment ” means any electronic, wireless, communication, transmission or telecommunications equipment, device or medium including any computer, mobile equipment, terminal, machine, system, hardware, software, and the internet, network connection or infrastructure, which may be required to use the Services;

“ Fee Package ” means the package fee which is an annual subscription, milestone based fee, or ad-hoc fee charged by Dealcierge to you in return for the provision of Services;

“ Finder’s Fee ” means a fee charged by Dealcierge from users of the Platform for the successful closure or completion of each Transaction that originated from the use of the Platform. This fee may also be referred to as a Success Fee;

“ Instructions ” means any communication, instruction, order, message data or information received by us through or pursuant to the Platform or otherwise referable to your Access Methods, and any information delivered to us offline by any methods as we may agree to;

“ Invoice Due Date ” means the date on which payment of the invoice falls due as provided for in the invoice;

“ Loss(es) ” means any losses, damages, costs (including legal costs on a full indemnity basis), fines, expenses, fees, charges, actions, suits, proceedings, claims, claims for an account or equitable compensation or equitable lien, any other demands or remedy whatsoever, or any diminution in the value of or loss or damage to any property or security or any lost opportunity whereby the value of the same could have been increased or otherwise, including any direct, indirect, incidental, special and consequential or punitive damages (including losses arising from counterparty risk, investment losses, economic losses or lost profits);

“ Malware ” means all forms of software that interferes with the use of the Platform in any way or disrupts computer usage, including viruses, cyber-attacks, phishing e-mails, spyware, worms, logic software, bombs, malicious codes Trojan horses or other similar harmful components, contaminants or defects;

“ Non-Binding Offer ” means a provisional offer or proposal made by a Buyer to a Seller of a target company, which is not legally binding on the Buyer and therefore does not constitute a contractual obligation between the Buyer and the Seller to proceed with a transaction;

“ Personal Data ” has the meaning ascribed to it in the Personal Data Protection Act 2012 of Singapore;

“ Platform ” means the Dealcierge online platform (https://dealcierge.io) operated by us including any software or information provided as part of or in connection with the Platform;

“ Privacy Policy ” means the privacy policy on the privacy and protection of Personal Data adopted by us as made available at Schedule 2, as may be supplemented, amended or varied from time to time;

“ Regulatory Body ” shall mean any financial, tax, accounting, statutory or other governmental body whether in Singapore or another jurisdiction;

” Sanctions “ means any economic, trade or financial sanctions or trade embargoes or other restrictive measures enacted, administered, imposed or enforced by: the UK government, including Her Majesty’s Treasury (HMT); the European Union and/or any present or future member state; the United Nations Security Council; the US government, including the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) and/or the US Department of State;

“ Seller ” has the meaning ascribed to it in the definition of “Transaction”;

“ Services ” means any service provided by us pursuant to this Agreement;

“ Success Fee ” means a fee charged by Dealcierge from users of the Platform for the successful closure or completion of each Transaction that originated from the use of the Platform. This fee may also be referred to as a Finder’s Fee;

“ Tax ” has the meaning ascribed under clause 4.8.3 of these General Terms;

“ Transaction ” means, whether in one or a series of transactions:

(i) the divestment or sale, directly or indirectly, by a user of the Platform (Seller), its subsidiary, affiliate, related entity or any other entity designated by it; or,

(ii) the acquisition, investment, directly or indirectly, by a user of the Platform (Buyer), its subsidiary, affiliate, related entity or any other entity designated by it,

of all or a portion of a business, asset or securities, to a company listed on the Platform (Counterparty), whether by way of a merger or consolidation, joint venture, reorganisation, recapitalisation or restructuring, offer, scheme of arrangement, negotiated purchase, leveraged buyout, minority investment or partnership, collaborative venture, fundraising, capital raising or otherwise.

The reference in this paragraph to “a company listed on the Platform” shall include any company that is listed on the Platform at any time when you are registered as a user of the Platform, notwithstanding that such company might no longer be listed on the Platform when the relevant Transaction closes; and

“ Value-Added Services ” means certain value-added services and products provided by Dealcierge and/or third parties which the Platform user wishing to receive from time to time, may request from Dealcierge.

2.2 The words “we”, “us”, “our” or any of their derivatives refer to Dealcierge and its successors and any novatee, assignee, transferee or purchaser of Dealcierge’s rights and/or obligations hereunder and any reference to Dealcierge includes a reference to such successor, novatee, assignee, transferee or purchaser.

2.3 The words “you”, “your”, “yours” or any of their derivatives refer to the person who created the Account and/or uses or intends to use our Services and shall include, as the context may require, executors and administrators (as the case may be).

2.4 In this Agreement, unless the context otherwise requires:

2.4.1 singular words include the plural and vice versa;

2.4.2 a word of any gender includes the corresponding words of any other gender;

2.4.3 references to “include”, “includes” and “including” as they appear in this Agreement are not limiting and are deemed in each instance to be followed by the words “without limitation”;

2.4.4 any headings in the Agreement are for ease of reference only and shall not be relied upon in the construction of any of the provisions of the Agreement;

2.4.5 any reference to Schedules shall be references to Schedules to this
Agreement;

2.4.6 any document or agreement (including the Agreement and its Schedules) shall be deemed to include reference to such document or agreement as amended, novated, supplemented or replaced from time to time; and

2.4.7 any determination to be made by Dealcierge or any exercise by Dealcierge of any rights or entitlement may be made at the sole and absolute discretion of Dealcierge and, in every case, shall be conclusive and binding on you.

3. Know Your Client

3.1 Generally, under anti-money laundering laws and regulations, we are required to identify, verify and record information of individuals and entities prior to establishing business relations. You acknowledge that we are obliged to carry out “Know Your Client” procedures in accordance with our policies and Applicable Laws.

3.2 Accordingly, before we can create an Account for you or provide you with our Services, you must submit to us (through our website or such other method as we may notify you) all the documents, evidence, and information as we may require to carry out such “Know Your Client” procedures. You undertake to inform us promptly of any change in the information provided.

3.3 In addition, you agree to provide any information or documents requested by us in relation to any Services, including, where desirable or where required for the purposes of complying with any Applicable Law (including pursuant to any order, direction, or request by any applicable court, government or regulatory authority). We may, from time to time, in our discretion, also ask for additional and up-to-date documentation or information about you. This includes but is not limited to any applicable anti-money laundering requirements, or any applicable tax disclosure or reporting obligations. If all required documentation or information is not provided, we cannot establish a relationship with you.

3.4 Specifically, and without prejudice to the generality of our rights under clauses 3.3 and 4.9.1 of these General Terms, we may (where applicable) share the information you provide to us with any Regulatory Body as may be applicable for the purposes of complying with our obligations under applicable tax disclosure or reporting obligations. Without prejudice to any other representation and/or warranty you have provided, you confirm that you have examined the information and documents you have provided to us and such information and documents are true, correct and complete.

4. Use of Services

4.1 Use of Platform

4.1.1 We may provide you with instructions to assist and enable you to use and access the Platform.

4.1.2 We may make the Platform available through different Equipment (for example, personal computers or mobile devices). The features of the Platform may vary and the access and features may differ depending on the type, system specifications and configuration of your device.

4.1.3 We may, from time to time, stipulate the specifications, software version and such other technical requirements of any Equipment necessary for you to use and access the Platform but are not obliged to support all versions of the Equipment. We accept no responsibility for your inability to access the Platform by reason of any deficiency in your Equipment.

4.1.4 If you access the Platform outside of Singapore, your access may be limited and subject to the relevant laws and regulations of that country. We will not be responsible for any fees, charges and expenses which may be imposed by your telecommunication or other service providers in connection with the use of the Platform.

4.1.5 You understand and agree that:

(a) you may be signed out of the Platform after periods of inactivity or after a period of being signed-in;

(b) we may stop or make changes to the Platform, its contents, and the functions and services provided without giving any notice and for any reason whatsoever and for an indefinite period. In particular, Dealcierge reserves the right to modify or remove any Content from the Platform that Dealcierge at its sole discretion deems to be in breach of this Agreement or any Applicable Law, or is or may otherwise be harmful to Dealcierge;

(c) there may be circumstances where we may need to change the
manner of use of our Services or the Platform. In certain situations, we may have to suspend the Platform without giving you prior notice. Under such circumstances, we will not be responsible for any Loss suffered by you or any third party;

(d) the nature of the internet and telecommunications services is such that communications or information shown to you online or electronically may be subject to interception or hacking, may be defective, inaccurate, incomplete or out of date or that transmission may either be delayed or fail entirely;

(e) Dealcierge shall not be liable for any defect or default, system interferences, or other Malware that may interfere with the Platform and/or Services and/or your Equipment. You are responsible for ensuring your Equipment is free from Malware and that your Equipment does not lead to any disruption or interference with the Platform; and

(f) all costs of internet and electronic communications as well as any other expenses arising from the use of the Platform will be borne by you.

4.1.6 You agree and warrant that you will not (and will not permit, facilitate, or assist any third party to) publish, post, transmit, transfer, distribute, or upload any content, data, information, or materials on or through the Platform or the Services which:

(a) is or may be false, indecent, misleading, untruthful, or inaccurate;

(b) promotes or encourages or may promote or encourage illegal or unlawful activity;

(c) is or may be racially or ethnically or otherwise offensive;

(d) constitutes or may constitute agitation against a minority (such as a national or ethnic group);

(e) constitutes or may constitute defamation;

(f) may not be lawfully disseminated under Applicable Laws;

(g) you know or have reason to suspect contains any Malware;

(h) is or may in anyway be harmful, abusive, offensive, or illegal; or

(i) infringes the rights of any third party.

4.1.7 You shall not, either alone or in conjunction with any other person:

(a) store, process, alter, copy, distribute or otherwise deal in any way with any information, notification, data or document, in any form, obtained via the Platform, except for your use and for proper purposes;

(b) omit, delete, forge or misrepresent transmission and contact information, including headers, return mailing and internet protocol addresses; and

(c) transmit any materials or information through the Platform which are offensive, indecent, defamatory or which may not be lawfully disseminated under Applicable Laws or which contain Malware.

4.1.8 You shall use the Platform in accordance with all Applicable Laws and within our reasonable expectations. You shall not use the Platform for any purposes which are not authorised by us. In particular, you may not use the Platform for the harvesting or extraction of any data. Where we are aware of any misuse of our Services by you or your Authorised User, we reserve the right to terminate or suspend our provision of Services to you immediately without any prior notice. In such instances, we shall not be liable for any Loss suffered by you as a result of such termination or suspension.

4.1.9 Where you or your Authorised User has misused our Services and caused Loss, you agree and undertake to fully indemnify us, our affiliates, providers and sub-contractors for such Loss suffered and shall pay such monies to us upon our demand.

4.2 Creation of account

4.2.1 Access and use of the Platform is restricted to registered users who have an
Account with us only. You may not obtain or attempt to obtain unauthorised access to the Platform, or to any other information available on or through the Platform, through any means not intentionally made available by us for your specific use.

4.2.2 To be a registered user of our Platform, you must have entered into this Agreement and created an account with us. After creating the Account, you shall be entitled to enjoy the Services which we may provide through the Platform, subject to any addition, modification, suspension or termination of such Services in accordance with this Agreement.

4.3 General

4.3.1 Sharing of your Access Method(s) is prohibited. You are responsible for maintaining the confidentiality of, and protecting and securing, your Access Method(s) from unauthorized use and disclosure, and you are fully responsible for all activities that occur under your Account, whether or not actually or expressly authorized and/or used by you. You are responsible for all statements made and acts or omissions that occur while your profile or Account is being used.

4.3.2 We may monitor all your use of Services and/or the Platform so as to detect any improper activity relating thereto. You shall comply in a timely manner with our requests for information, documents and other material requested by us.

4.3.3 You agree to use our Services only for lawful purposes, in accordance with the terms of this Agreement.

4.3.4 We may at our absolute discretion provide alternative means by which you may enjoy the Services outside the Platform, which will be subject to such other terms and conditions as we may notify you.

4.3.5 We are not obliged to provide any Service in accordance with any Instructions, nor need we give any reasons for declining to do so. If we decline to do so we will not be liable for any Loss incurred by you if we fail or delay to notify you.

4.3.6 To the extent permitted by Applicable Laws, we and our affiliates are not liable for any Loss incurred by you or any third party, including loss of your data, investment losses or lost profits, arising out of your usage or inability to use our Services and the Platform unless caused by our wilful misconduct.

4.3.7 You shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Agreement and you shall use your best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Agreement.

4.4 Provision or receipt of information by you

4.4.1 We may require additional information, confirmation or declaration from you each time you access the Platform or certain parts or areas of the Platform, and you shall provide such information, confirmation or declaration promptly. You represent and warrant that each information, confirmation or declaration you provide to us is accurate, true and complete, and not misleading in any material particular.

4.4.2 You will find details of the types of personal data we collect, how we use your personal data and our privacy practices, in our Privacy Policy at Schedule 2 and our Cookie Policy at Schedule 3.

4.4.3 You will provide us with any information or documentation that we may reasonably request relating to your use of our Services and shall cooperate with us in any related investigation or litigation.

4.4.4 We may be required to share your information with third parties so that we can continue to offer our Services. Such sharing and use of information may be necessary or inevitable to effect your Instructions and/or to enable your use of the Services. If you do not allow such sharing, access to or use of your information, we may not be able to offer or continue to offer the Services to you.

4.4.5 Our right to collect, use and share information shall continue in accordance with the law.

4.5 Communications

4.5.1 Notices, information, documents and communications will be sent or made in the manner we deem appropriate, including via the Platform (or such other method we may designate in writing), by phone, or via electronic means to the electronic mail address indicated by you at account opening or edited subsequently through the Platform. You agree and acknowledge that such documents may be made available for viewing on the Platform, and therefore, you may download, save or print the documents for your subsequent reference.

4.5.2 You agree that unless otherwise expressly provided in writing, any notices, information, documents and communications sent by us to you will be deemed effective or received by you at the time and date it is despatched from us to you even if the same is returned undelivered. You are considered to have notice on the date of delivery, publication, broadcast or communication. If any communication is returned undelivered, we will not send you any further communication until you update your electronic mail address.

4.5.3 You agree that we may send you newsletters, communications or e-mail alerts relating to products, services or information offered by Dealcierge or other third parties or in connection with your use of the Platform. If you have not indicated any alerts preference, the alerts will be sent via our applicable default settings. You may indicate your alerts preference via your account settings on the Platform.

4.5.4 We do not guarantee the delivery or timeliness of such communication (electronic or otherwise) which may be subject to certain time lags and/or delays. You acknowledge that we shall not be liable to you or anyone else for losses, damages or expenses arising from any non-delivery, delayed delivery or wrong delivery of a communication (electronic or otherwise). You shall bear all risks of communications made by you to Dealcierge and by Dealcierge to you. You shall not hold us liable in the event that any communication is delayed, intercepted, lost and/or failed to reach you during delivery, transmission or dispatch or if the content of such communication is disclosed to any third party during transit except where such delay, interception, loss and/or failure to reach you or disclosure to any third party was due solely to our gross negligence or wilful default.

4.5.5 Dealcierge does not guarantee that any e-mails will be sent to you or received by Dealcierge nor does Dealcierge warrant the privacy and/or security of e-mails during internet transmission. Once alerts are sent to you in accordance with your alerts preference, we will assume you have received it. The alert service does not free you from the responsibility of safeguarding your Access Method(s) and authorised use of your Account.

4.6 Instructions

4.6.1 You are responsible for:

(a) the accuracy, adequacy and completeness of all Instructions

(b) ensuring that all Instructions are given in the manner specified by us;

(c) ensuring that the Instructions are not varied or cancelled after they have been received or processed by us;

(d) following our Instructions in connection with the Accounts and Services and complying with all Applicable Laws;

(e) giving us all documents and information and help we may need (whether for us to comply with our obligations under all Applicable Laws or to act on your Instructions); and

(f) all Instructions effected through the use of your Access Method(s).

4.6.2 You agree that the use of the Access Method(s) for the Platform is adequate identification of you or any Authorised User and that the Authorised User is deemed to be duly authorised to provide Instructions on your behalf. Dealcierge is entitled to act on the Instructions without obtaining any further written or other confirmation, even if those Instructions are not actually given or authorised by you or any Authorised User.

4.6.3 If your Authorised User accesses and/or uses our Services, we will deal with that person as if it was you using our Services and you shall ensure that each of your Authorised User is aware of and complies with this Agreement. If you have authorised any person to give us Instructions on your behalf, you will be responsible for their actions and/or omissions, including any Losses arising from any transaction which they may undertake.

4.6.4 If we receive an Instruction after the relevant cut-off time on a business day (as notified to you from time to time) or on a non-business day, we will treat the Instruction as being received on the next business day.

4.6.5 Dealcierge shall not be obliged to act on any request to cancel, revoke, reverse or amend any Instructions after the Instructions have been transmitted to Dealcierge. Notwithstanding the foregoing, Dealcierge may at its sole discretion, cancel, revoke, reverse or amend an earlier Instruction provided that your request to cancel, revoke or amend the same is received in sufficient time before the earlier Instruction is executed. For the avoidance of doubt, Dealcierge may levy a charge upon you for doing so.

4.6.6 We can disregard any Instruction or refuse to provide or allow you to use or access any Service if:

(a) we are of the opinion that the Instruction is inconsistent, incomplete, incorrect, misleading, unclear or conflicting, fraudulent or forged or not given in a manner specified by us;

(b) it is unreasonable and impracticable to do so;

(c) it is against our business practice or any internal policy or procedure;

(d) processing the Instructions might expose us to legal action or censure from any government, regulator or law enforcement agency;

(e) it is against any Applicable Law;

(f) circumstances beyond our control prevent your Instructions from being processed or carried out; or

(g) you have not provided us with all documents, verification and
information we require.

4.7 Records

4.7.1 You agree to verify the correctness of all details contained in each statement or any document sent to you and inform us within 14 days from the date of such document of any discrepancies, omissions, or errors. Upon the expiry of this period, the details in such documents shall be conclusive evidence against you (save for manifest or clerical error) without further proof, except as to any alleged errors so notified, that such details are correct, but subject always to our right to amend or delete from time to time, any details wrongly inserted by us, and provided that we are not fraudulent or in wilful default, we shall be free from all claims in respect of any details of the Services contained in such documents.

4.7.2 Without prejudice to any of the foregoing we may at any time without prior notice to you rectify any clerical errors that may have been made.

4.7.3 Our records (including computer and microfilm stored records or any other electronic records stored by us) of all matters relating to you, any Instructions, your Accounts and/or any Services provided to you is conclusive evidence of such matters and is binding against you for all purposes, save for manifest or clerical error, subject to our right to rectify any error or omission therein and our right to adduce other evidence. You hereby agree not to at any time dispute the authenticity or accuracy of any computer output relied upon by us for any purpose whatsoever.

4.7.4 You accept that the electronic records can be used as evidence in any court or legal proceedings or any investigation or enquiry as proof of their contents and you shall not challenge or dispute the validity, admissibility, reliability, accuracy or authenticity of the contents of any electronic record or information in the form of activity or transaction logs, computer or electronic records, magnetic tapes, cartridges, computer printouts, copies, or any other form of computer or electronic data produced by or obtained in connection with your Accounts and/or any Services provided to you. This provision shall also apply to all records maintained by a provider designated by us.

4.8 Fees and charges

4.8.1 We may charge a fee for the registration for, and creation of, an Account for the use and access of the Platform, and may charge fees for any other Services which may be offered by Dealcierge and/or in collaboration with third party vendors. However, we may, in our sole and absolute discretion, revise, reduce, or waive any applicable fees payable by you.

4.8.2 Subject to the provisions of the General Fee Terms (Schedule 4), the fees by way of a Fee Package, will be separately quoted and mutually agreed between you and Dealcierge. Dealcierge reserves the right to amend and change its fees from time to time. In particular, Dealcierge may at its sole discretion introduce new products and services and modify some or all of its existing services offered on the Platform.

4.8.3 The fee(s) payable by you to us for the use of the Platform and/or Services may also, where applicable, include foreign currency transaction fees as well as any goods and services tax (GST) or other applicable sales tax, other taxes, governmental impositions, duties and levies whatsoever, whether imposed in Singapore or elsewhere (Tax).

4.8.4 The fees payable to us under this Agreement shall be paid free and clear of and (except to the extent required by law) without any deduction (such deduction includes bank charges that may be levied by your bank or an intermediary bank for telegraphic transfer of fees due to us), or withholding for or on account of any Taxes imposed, levied, collected, withheld or assessed by or within any country/region. If you must at any time deduct or withhold any Tax on any of the fees which we are entitled to be paid under this Agreement, you shall pay to us and/or we shall receive and retain a net sum equal to what we would have received and retained as fees under this Agreement had such Tax and deductions not been payable.

4.8.5 You shall be liable for any GST, value-added tax or any other tax of a similar nature chargeable by law on any payment you are required to make to us. If we are required by Applicable Laws to collect and make payment in respect of such tax, you will indemnify us against such payments.

4.8.6 For certain Services, we may share fees, commissions and other charges with our provider(s). We are not required to account to you for all or any part of these sums. You may have been introduced to us by a third party. We may share our fees with or provide such other benefit as we may deem appropriate to such third party or any other third party in relation to such introduction. For the avoidance of doubt, we do not accept responsibility for any conduct, action, representation or statement of such third party.

4.8.7 Except as otherwise provided or agreed, fees payable by you will be payable to us in cash (including but not limited to a payment by means of a wire transfer or bank cheque) in US$, provided that you may elect to pay the fee in SG$, in which case, the applicable US$ amount shall be converted into SG$ at the prevailing exchange rate in Singapore

4.8.8 No fee payable to any third party (including, without limitation, any financial adviser or other service provider), by you or any other person or entity in connection with a Transaction shall reduce or otherwise affect any fee payable under this section. Nor shall any fee payable to Dealcierge by any party other than you in connection with a Transaction reduce or otherwise affect any fee payable under this section

4.8.9 You shall pay to Dealcierge all Fees owing under this Agreement by the Invoice Due Date. Fees or amounts not paid by this date shall be considered past due. Interest may be added from the Invoice Due Date to all past due invoices

4.8.10 The terms and fees of the Services provided by Dealcierge may not be disclosed to any third party (other than your legal counsel or accounting firm, in each case who has been informed by you of the confidential nature of the terms and has agreed to treat such information confidentially).

4.9 Transaction Information

4.9.1 Dealcierge may request from you details on Transactions that have been facilitated through, or closed on the Platform. You agree that all relevant information in connection with each Transaction shall be furnished by you to us upon request and shall have been properly obtained, and shall be accurate and complete in all material respects.

4.9.2 You recognise that, in determining when certain fees are payable, we may rely on and assume the accuracy and completeness of all of the information provided by you for such purposes.

4.10 Security measures

4.10.1 You shall take all precautions and reasonable care to prevent loss, theft, forgery, fraudulent or unauthorised use of your Account or Access Method(s) and keep your Access Method(s) confidential at all times.

4.10.2 It is your responsibility to ensure that any user identification and/or password used by you in connection with the Platform is kept secure, and that no person or entity other than you obtains access to that user identification and/or password, including logging off securely to prevent any unauthorised access to your confidential information. Dealcierge will not be liable to you for any Loss suffered by you as a result of the loss or unauthorised use of any user identification and/or password.

4.10.3 To ensure that your Account is protected, you agree that you will:

(a) not disclose your Access Method(s) to any third party;

(b) ensure that your Access Method(s) are kept in a secure manner and not accessible by any third party;

(c) not use any Equipment which you know or have reason to suspect contains any viruses, malicious code or damaging components which may interfere with or compromise your use of the Platform; and

(d) not install, or cause to be installed (for example clicking on suspicious links), any Malware that would result in your devices, email addresses or Access Method(s) being compromised by any third party.

4.10.4 If you discover or suspect any unauthorised or erroneous transactions from or to your Account, you must contact us immediately. Upon such discovery, you agree to take such steps to protect your Account, including changing any user identification, passwords to your email accounts and reporting such incidents to us immediately.

4.10.5 In respect of unauthorised or erroneous transactions from your Account, we will do our best to help you, but we may not always be able to reverse such transactions. To assist us in our investigations and recovery efforts, we may request that you report unauthorised or erroneous transactions to the relevant law enforcement and/or regulatory authorities and provide us with such report; and/or require information relating to such unauthorised or erroneous transactions, including how such transactions occurred. If you are unable to or decline to provide the requested information, this would have a negative impact on our recovery efforts.

4.11 Intellectual property rights

4.11.1 All rights (including, but not limited to, copyright) in and to the contents (including, but not limited to, trademarks, text, graphics, images, links and sounds) contained on the Platform is owned by or licensed to Dealcierge or our affiliates, and may not, unless expressly permitted, be reproduced, copied, modified, downloaded, distributed, broadcast, transmitted or published or otherwise used in whole or in part in any manner without the prior written consent of Dealcierge, our affiliates, or licensors, as the case may be. If any Content on the Platform is permitted for use, you shall comply with all terms of use, conditions, guidelines, or restrictions that apply to that Content.

4.11.2 “Dealcierge” and “dealcierge.io” are trademarks, logos and service marks of Dealcierge and no permission or licence is granted to use any such trademarks, logos or service marks without the prior written consent of Dealcierge. No licence or right is granted and your access to the Platform and/or use of the online 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 the Platform without the prior written consent of Dealcierge or the relevant third party proprietor thereof.

4.11.3 You may view, print or use the Content for personal, non-commercial use only, provided that you do not modify the Content and that you retain all copyright notices and other proprietary notices contained in the Content.

4.11.4 In relation to any information or material you submit to Dealcierge using the Platform and/or to our social media accounts, you hereby grant to Dealcierge royalty-free, perpetual, irrevocable, sub-licensable right and licence to use such information or material for the purpose of or otherwise in connection with the Services. You represent and warrant that such information or material you submit does not infringe the rights of any other third party.

5. Confidentiality

5.1 As described further in clause 1.6 of these General Terms, information exchanged between you and a Counterparty is subject to the Confidentiality Terms set out at Schedule 1. As between you and Dealcierge, you and Dealcierge each agree to use the other’s confidential information only in relation to the Services, and not to disclose it, except where required by Applicable Laws or where required by us to perform the Services(including, without limitation, any activities that we consider necessary in connection with the performance of the Services).Confidential information does not include any information which (i) is rightfully known to the recipient prior to its disclosure; (ii) is independently developed by the recipient without use of or reliance on confidential information; or (iii) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained from a third party.

5.2 subject to Applicable Laws, we may provide your confidential information to our affiliates and external service providers who may collect, use, transfer, store or otherwise process it in various jurisdictions in which they operate for purposes related to (i) the provision of the Services; (ii) complying with Applicable Laws;(iii) risk management and quality reviews; and (iv) internal financial accounting, information technology and other administrative support services.

5.3 We may wish to refer to you and the Services we have performed for you when marketing our Services. Without limitation, this may include references to any transaction you undertake. You agree that we may do so, as long as we do not disclose your confidential information.

6. Representations, Warranties and Undertakings

6.1 You represent, warrant and undertake that:

6.1.1 all information and documents provided to us, including the information contained in the onboarding flow or otherwise completed by you prior to you creating an Account with us, are true, correct and complete and not misleading or incomplete in any material way;

6.1.2 you have provided us with all material information and undertake to update us as soon as possible if there are any material changes to the information and/or document(s) provided to us, otherwise you continue to represent and warrant that all such information provided are and will continue to be true, correct, complete and not misleading or incomplete in any material way;

6.1.3 you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under this Agreement;

6.1.4 all actions, conditions and things required to be taken, fulfilled and done, in order to: (a) enable you to lawfully enter into, exercise your rights and perform and comply with your obligations under this Agreement, and (b) ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;

6.1.5 your obligations under this Agreement are valid, binding and enforceable;

6.1.6 you are solvent, able to pay your debts as they fall due and are a going concern or not an undischarged bankrupt;

6.1.7 your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement does not and will not violate any constitutional document or agreement to which you or where applicable, any of your affiliates, is a party;

6.1.8 you have obtained all consents, licences, approvals or authorisations of, exemptions by or registrations with or declarations by, any governmental or other authority that you require, and these are valid and subsisting and will not be contravened by the execution or performance of this Agreement;

6.1.9 you have not received nor been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Dealcierge in connection with this Agreement;

6.1.10 Neither you nor a member of your group of companies, nor any director, officer or employee thereof or, to the best of your knowledge and belief, any affiliate or agent thereof, has engaged in any activity or conduct which would violate any applicable Sanctions, Anti-Corruption Laws or anti-money laundering laws or regulations in any applicable jurisdiction;

6.1.11 As part of the Platform usage, you may invite users to the Platform to operate or view your account (“Invited Users”). To the best of your knowledge and belief, no Invited User nor any of its affiliates or agents has engaged in any activity or conduct which would violate any applicable Sanctions, Anti-Corruption Laws or anti-money laundering laws or regulations in any applicable jurisdiction. You shall immediately, upon becoming aware of them and unless otherwise prohibited in law, disclose to Dealcierge all details of any non-compliance with this clause of the Agreement;

6.1.12 No Transaction contemplated through the use of the Platform will violate any applicable Anti-Corruption Laws or applicable Sanctions;

6.1.13 You shall not use the Dealcierge website or the Service in violation of any local, state, or federal law, rule or regulation or otherwise in violation of any law, rule or regulation which you may be subject to; and

6.1.14 you will inform yourself and, if necessary, consult your own professional advisers as to the relevant legal, tax and exchange control regulations in force in the countries of your citizenship, incorporation, residence or domicile.

6.2 You shall notify us immediately if any of the representations set forth above or elsewhere in this Agreement no longer continue to be true and correct.

7. Compliance with Law and Tax Implications

7.1 The provision of all Services by us to you and the relationship between us and you shall be subject to all Applicable Laws. For the avoidance of doubt, we shall not incur any liability to you as a result of acting in accordance with any Applicable Laws (including guidelines, codes or other information, whether having the force of law or otherwise). To the extent that any provision of this Agreement is inconsistent with the requirements of any Applicable Laws or other information applicable to us, including that published by any Regulatory Authority, the requirements of the relevant Applicable Laws shall prevail over this Agreement.

7.2 Without prejudice to the foregoing, no breach or contravention of any Applicable Laws by us shall discharge or release you from any of your obligations under this Agreement to us unless prohibited under Applicable Laws.

7.3 The availability of any Services or any terms and conditions applicable thereto (including pursuant to this Agreement) may be varied by us without notice to you for compliance (voluntary or otherwise) with Applicable Laws. We reserve the right to suspend or terminate this Agreement in accordance with clause 7 of these General Terms.

7.4 You understand that your tax affairs are your own responsibility. We do not provide any tax or legal advice to you and do not accept any responsibility in respect of any taxation or legal consequences you may incur in relation to the use of the Platform or Services or otherwise in connection with the Agreement.

7.5 You confirm that you have not committed or been convicted of offences under any applicable tax law or regulation of Singapore or a jurisdiction to which you are subject.

8. Suspension and Termination of Service

8.1 We may at any time and without liability to you terminate this Agreement including our Services for any reason and in any manner upon providing you with not less than 30 Business Days’ written notice. You may terminate this Agreement or your Account with us at any time by providing us with notice in the manner as we may specify on the Platform.

8.2 Notwithstanding clause 8.1 above, we reserve the right in our absolute discretion at any time and without notice to you to suspend or terminate operations of any or all the Accounts, Platform and/or Services for such duration as we deem fit, including but not limited to the situations where:

(a) you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;

(b) you publish, post, transfer, distribute or upload any content or information to the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;

(c) you modify, adapt or reverse engineer the Platform or any part thereof or transmit any Malware through the Platform or otherwise compromise the security of the Platform;

(d) you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;

(e) your death or insanity;

(f) we are notified or become aware of any application or petition to declare you bankrupt or insolvent;

(g) you give us incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;

(h) you have breached any term of this Agreement;

(i) you are, in our opinion, the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests;

(j) we are notified of or in good faith suspect that your Accounts have been or will be used for unlawful, fraudulent, improper or unauthorised purposes or you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, have legal liability or disrupt others’ use of the Platform or the Services;

(k) we become aware or suspect that your Access Method(s) are stolen, lost, damaged or compromised;

(l) there is scheduled downtime, recurring downtime or other maintenance or IT security issues;

(m) as a result of force majeure, any calamity or condition, industrial actions, power failure, computer breakdown or sabotage, or any other reason, our customer’s records, Accounts or Services are not available;

(n) the provision or continued provision of any Services, product or part of any product, would or might in our reasonable opinion constitute a breach of our policy, or is not in accordance with our usual business practice and procedure; or

(o) we deem it necessary or appropriate to comply with Applicable Laws or to meet any requirement by any Regulatory Body, including but not limited to in connection with preventing any unlawful activity including fraud, money laundering, terrorist activity, corruption, bribery, tax evasion or the enforcement of any economic or trade sanction.

8.3 For the avoidance of doubt, we shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement arising from or attributable to any of the circumstances giving rise to a right to termination under clause 8.2 of these General Terms.

8.4 On termination of any Services or this Agreement or the relationship between you and us, you will stop using and we will stop providing any Services; and all charges, costs and/or expenses due to us or any third parties under this Agreement shall fall due for repayment immediately. Ending the Agreement, or the right to use a product or Service, does not affect any of the rights and obligations of either of us which arose before it ended. You are not entitled to any refund of any fee or amount paid or subsidy received in connection with any product or Service.

8.5 All disclaimers, indemnities and exclusions in this Agreement shall survive the termination of this Agreement.

9. Indemnity and Exclusion of Liability

9.1 To the maximum extent permitted by Applicable Law, Dealcierge (and any of our service providers or agents or third parties we may appoint for the operation of the Platform) accepts no liability for any Loss or damage (including special, incidental or consequential loss or damage) arising directly or indirectly from your use of the Platform and/or Services, howsoever arising from or in respect of, but not limited to, the following:

(a) any defect, failure, error, imperfection, fault, mistake or inaccuracy with the Platform, its contents (including services and content from third party providers), associated services, or due to any unavailability or system maintenance of the Platform or any local site or any part thereof or any contents or associated services. Dealcierge is not liable to you if any transmission is delayed, lost or otherwise fails to reach the intended recipient, or if the information exchanged on the Platform is modified, intercepted or otherwise accessed by a third party during the process of transmission;

(b) inaccurate or incomplete Content, reliance on or use of the information available on or accessible through the Platform (including, but not limited to, information exchanged between users of the Platform);

(c) the performance of any company or its ability to meet its business plan or projections or any other information available through the Platform;

(d) the suitability of any company for investment or the undertaking or outcome of any due diligence exercise in respect of a company (whether legal, financial, technical or otherwise);

(e) the non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Services;

(f) action taken, or not taken in reliance on material, content or information contained on or accessible through or in connection with the Platform;

(g) disclosure of any information (including personal data) which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws;

(h) the exercise of any of our rights under this Agreement;

(i) any breach of third party provider terms, including but not limited to your breach of any third party provider terms;

(j) any Malware, breach of security, unauthorised and/or unlawful access to or use of our Platform, machines, data processing system or transmission link. You click on any hyperlinks or download any software or data at your own risk; or

(k) any governmental restrictions, imposition of emergency procedures, civil order, act or threatened act of terrorism, natural disaster, war, strike or any event or circumstances beyond our control.

9.2 You further agree that Dealcierge will not be liable for (a) any indirect, consequential, special or punitive loss or damage arising from the provision of the Platform, whether arising based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise; or (b) any loss of revenue or business opportunities, loss of profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment including software.

9.3 If, notwithstanding the other provisions of this Agreement, we are found to be liable to you for any Loss which arises out of or is in any way connected with your use of the Platform or Services, our liability shall in no event exceed the amount of fees paid by you to us in the six (6) months preceding the claim.

9.4 You agree to indemnify on a full indemnity basis and hold us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands , Loss, liability, claims or expenses (including legal fees), made against us by any third party or that may be incurred by us (other than such Loss arising solely from our fraud, wilful misconduct or gross negligence) due to or arising out of or in connection with:

(a) your use of the Platform and/or our Services;

(b) any breach of, or non-compliance with, this Agreement by you;

(c) any unauthorized use by any party of your Access Method(s) or the Platform or any part thereof;

(d) any Malware which have been introduced by you, which affects or causes the Platform and/or our hardware, software and/or other automated systems to fail or malfunction;

(e) us acting on or carrying out or delaying or refusing to act on any instruction you give us;

(f) the exercise, preservation or enforcement of our rights as a result of your non- compliance with this Agreement; and

(g) any action, court orders, judgments and proceedings of whatever nature (whether taken by us or any other party against you or otherwise) relating to the Account, Platform or Services.

9.5 You agree that any exclusions and limitations of liability in this Agreement enable the Platform and/or Services to be provided by Dealcierge at either reasonable costs or no costs to you.

10. Disclaimers

10.1 The Platform and any Content is provided “as is” and, to the maximum extent permitted under Applicable Law, all representations, warranties, conditions and other terms implied by statute, common law or otherwise in respect of the Platform are excluded from this Agreement.

10.2 In particular, Dealcierge does not provide any warranty of any kind, including any of the following:

(a) our Platform and/or Services, including warranties of accessibility, quality, provision or performance of any goods or services;

(b) any Content that is available on the Platform or through or in connection with the use of the Platform, including warranties of accuracy, completeness, adequacy, currency or reliability;

(c) any communications between users of the Platform, whether exchanged on or off the Platform, including warranties of accuracy, completeness, adequacy, currency or reliability; and

(d) hyperlinks to any other websites or content, which are not an endorsement or verification of such websites or content.

10.3 The Content contained in or accessed through the Platform are provided for general information only and have not been verified, considered or assessed by Dealcierge in relation to the making of any specific investment, business, financial or commercial decision. You should seek professional advice at all times and obtain independent verification of the Content before making any decision based on any such information or materials.

10.4 The Content on the Platform is not and does not constitute or form part of any offer, recommendation, invitation or solicitation to subscribe to or to enter into any transaction; nor is it calculated to invite, nor does it permit the making of offers to the public to subscribe to or enter into, for cash or other consideration, any transaction, and should not be viewed as such. The Content is not intended to be and does not constitute financial advice, investment advice, trading advice or recommendation of any sort offered or endorsed by Dealcierge and is not to be taken in substitution for the exercise of judgment by the user, who should obtain separate legal or financial advice. Dealcierge makes no representation or warranty of any kind, whether express, implied or statutory regarding the material and information contained or referred to on the Platform. Dealcierge does not act as an adviser and assumes no fiduciary responsibility or liability (to the extent permitted by law) for any consequences financial or otherwise.

10.5 The Platform may contain articles and materials written by third party authors or contributors. All opinion or analysis expressed are those of the author and do not reflect the views of Dealcierge.

10.6 Dealcierge’s inclusion of hyperlinks on the Platform does not imply any endorsement of the material on such sites. Any hyperlink exists for information purposes and are for your convenience only. Dealcierge is not responsible for the contents of third party websites. If you visit third party websites, then your rights and obligations while accessing and using those sites will be governed by the agreements and policies relating to use of those third party sites.

10.7 Dealcierge does not provide any guarantee in respect of the availability of the Platform, and we may at our discretion modify, remove, suspend or discontinue the provision of the Platform, in whole or in part, at any time without giving notice and/or reasons.

11. Third Party Services

11.1 Your use of the Platform may require access to or use of, and/or be in connection with, access to and use of websites, software, applications or services of a third party provider. We reserve the right to use any service provider, subcontractors and/or agents on such terms as we deem appropriate.

11.2 In respect of third party products and services offered on or through the Platform, they are not under our control and we accept no responsibility or liability for the contents of or the consequence of using or accessing such third party applications (notwithstanding that Dealcierge may, in its discretion, elect to pay for certain third party products or services to be provided to users). Further, the provision of any such links or access to third party products or services shall not be construed as our endorsement or verification of such third party products or services and you agree that your access to and/or use of such products or services is at your own risk and subject to the terms and conditions of access or use of such third party products or services. Dealcierge will not be responsible or liable for any Loss suffered by you arising from the use of these products and services.

11.3 To the maximum extent permitted by Applicable Law, Dealcierge accepts no liability for any Loss or damage (including special, incidental or consequential loss or damage) arising directly or indirectly from your use of any third party services, reliance on any information or material provided by any third party provider, or breach of any third party provider terms. In case of any claims against or dispute with any third party, you should resolve directly with the relevant third party products or services provider. You will not claim against Dealcierge in this respect.

11.4 In the event of inconsistency between this Agreement and any third party service provider terms, this Agreement shall prevail to the extent of the inconsistency.

12. Notices

12.1 All notices, demands or other communications required or permitted to be given under this Agreement (Notices) shall be sent as follows:

(a) in the case of a Notice to you, to the e-mail address indicated by you at account creation or edited subsequently through your profile on the Platform or by posting a Notice on the Platform; and

(b) in the case of a Notice to us, by e-mail to admin@dealcierge.io.

12.2 Where necessary, we can also give any Notice through the press, radio, television, internet or any other media we choose.

12.3 You are deemed to receive the Notices sent by us at the time we send it to your e- mail address, or if made through the Platform or internet, at the time it was made.

12.4 Any Notice you give us must be in writing. Your Notices are effective when we actually receive them in legible form. We are deemed to receive the Notice sent by you on the day on which it is sent, unless it is sent after 5.00 pm on a Business Day or at any time on a non-Business Day in which case it will be deemed to have been received on the next following Business Day.

12.5 Neither you nor we are responsible if any communication is delayed, intercepted, lost or in any other way fails to reach the other when it is being delivered or sent. This
also applies if anyone else becomes aware of the contents of any communication when it is delivered or sent.

13. Amendments and Variation

13.1 We may at any time make changes to this Agreement. We will give you reasonable notice of the changes by either sending you the revised terms, posting them on the Platform or publishing them in the media. All changes will apply from the date stated in the notice or public announcement. Amendments made to the Agreement to reflect a change in Applicable Laws may take effect immediately or otherwise as we may specify. You agree that it shall be your responsibility to review this Agreement regularly. If you do not accept any such changes, you shall immediately discontinue the use of the Platform and/or Services provided by us and promptly terminate this Agreement. If you continue to use the Platform and/or utilise the Services provided by us after such notice, we will treat you as having agreed to the changes to the Agreement.

14. Miscellaneous

14.1 Complaints Handling

14.1.1 Dealcierge strives to continuously improve our client experience and the products and services that we offer. If you have any suggestions, enquiries or complaints, you can email us at admin@dealcierge.io.

14.2 Assignment

14.2.1 You may not assign or transfer any right or obligation under this Agreement without giving us notice and getting our prior approval in writing. You agree that we may assign all or any of our rights and transfer all or any of our rights and obligations under or in connection with this Agreement without your consent.

14.2.2 For the avoidance of doubt, Dealcierge shall be permitted to consolidate or amalgamate with, or merge with or into, any other company without your consent and any reference in this Agreement to Dealcierge shall be construed as a reference to the successor entity resulting from such consolidation, amalgamation or merger.

14.2.3 This Agreement shall be binding on and shall inure to the benefit of each of your and our successors in title and permitted assigns and shall continue to be binding on you notwithstanding:

(a) any change in the name or constitution of Dealcierge; or

(b )the consolidation or amalgamation of Dealcierge into or with any other entity.

14.3 Severability and waiver

14.3.1 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect under the law of any jurisdiction, neither the validity, legality and enforceability of the remaining provisions contained herein nor the validity, legality or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

14.3.2 If and to the extent that this Agreement is inconsistent with an Applicable Law in a way that would otherwise have the effect of making a provision of this Agreement illegal, void or unenforceable; or a provision of this Agreement contravenes a requirement of that law or impose an obligation or liability which is prohibited by that law, then the law overrides this Agreement to the extent of the inconsistency, and this Agreement is to be read as if that provision were varied to the extent necessary to comply with that law and avoid that effect (or, if necessary, omitted).

14.3.3 No failure to exercise or enforce and no delay in exercising or enforcing on the part of Dealcierge its rights under this Agreement shall operate as a waiver thereof nor shall it in any way prejudice or affect the right of Dealcierge afterwards to act strictly in accordance with the powers conferred on Dealcierge under this Agreement. We may grant time or other indulgence to you or any other person, without impairing or affecting in any way any of our rights as against you or any such other persons.

14.4 Entire agreement

14.4.1 This Agreement embodies the entire terms and conditions agreed upon by you and us as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between you and us, whether such be written or oral, with respect to the subject matter hereof.

14.5 Contracts (Rights of Third Parties) Act

14.5.1 Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term in this Agreement. Notwithstanding any term in this Agreement, the consent of any third party is not required to vary (including to release or compromise any liability) or terminate this Agreement.

14.6 Governing law

14.6.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore. You agree to submit to the non-exclusive jurisdiction of the courts of Singapore for the settlement of any dispute in relation to this Agreement.