These general terms and conditions (invoice financing) along with any other terms and policies referenced herein, as amended from time to time (these “terms”), constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of the invoice financing services provided by CHOCO-UP SG PTE. LTD. (UEN No.: 202008457W) and/or its related compan(ies) (collectively, the “Company”) on https://trinity-client.choco-up.com and any related website and/or application owned or operated by the Company or through any other means (together, the “Platform”). The Company’s invoice financing services and the Platforms are only intended to be rendered to and/or used by corporate entities. Unless otherwise expressly stated or the context otherwise requires, these terms are therefore between the Company (“Choco Up”, “us”, “we” or “our”) and the corporate entity (“you” or “your”) to which you, as a natural person or individual, represent.
You, as a natural person or individual, hereby also represent and warrant to us the following:
(A) You, as a natural person or individual, have full legal authority to bind your employer or principal or such entity which you represent (as applicable) to these terms; and
(B) After reading and understanding these terms, your indicated agreement, as a natural person or individual, to these terms is an agreement on behalf of your employer or principal or such entity (as applicable), and these terms shall bind your employer or principal or such entity (as the case may be). Please note that you are deemed as an authorised representative of your employer or principal or an entity (as applicable) if you are using the login credential(s) and/or link(s) that we have provided to your employer or principal or such entity (as applicable) in registering into the service and/or Platform;
You acknowledge that these terms are binding, and you affirm and signify your consent to these terms, by either:
(A) Clicking on a button or checking a checkbox for the acceptance of these terms; or
(B) Using or accessing the Service and/or the Platform, whichever is earlier (the “Effective Date”).
If you do not agree to comply with and be bound by these terms, please do not accept these terms or access or use the Service or the Platform by, inter alia, licking on a button or checking a checkbox for the acceptance of these terms. Your acceptance of our Service and/or use of the Platform constitutes an acceptance of these terms.
Our Platform provides a Service which facilitate the sale and assignment by an entity (“Client”) and the corresponding purchase by the Company of the Client’s trade receivables (“Receivables”); in the event that the sale and assignment of the Receivables is made on the basis that the person obligated to pay the Receivables to the Client (“Debtor”) would be notified of the sale and assignment of the Receivables, we will contact the Debtor for its consent to and/or acceptance of the assignment and of these terms before accepting the offer for the purchase of the Receivables (“Service”). From time to time, we have the discretion to expand our Service to include various other service offerings. In the event we venture further into other such service offerings and where those service offerings include other specific terms which are not included in these terms come up in your use of the Platform, such specific terms are incorporated herein by reference and form an integral part hereof. Your continued acceptance of our Service and/or use of the Platform constitutes an acceptance of the said specific terms.
We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Platform, at our own discretion and without further notice. However, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement via the Service and/or on the Platform and/or by sending you an email and/or by means of any other such mode or method agreed upon or used in the course of your and our dealings.
If you access and use the Service and/or Platform, you represent and warrant that you are duly authorised by all necessary corporate actions to bind the Client or Debtor to these terms. We reserve the right to request proof of authorisation at any stage so that we can verify compliance with this Clause 1.3.
Whenever you are using the Service and/or Platform as a Client, you agree to be bound by the Master Invoice Financing Agreement entered into between you and us and these terms.
Whenever you are using the Service and/or Platform as a Debtor, by clicking on the Platform the acceptance of these terms, and in consideration for the use of the Service and Platform as well as our agreement to extend to you the Discount on the Invoice in accordance with the sub-clause (d) below, you represent, warrant and/or agree as follows.
a) You represent and warrant that you are not contracting to these terms as (a) an individual; and/or (b) a company related to the Client within the meaning of section 6 of the Companies Act 1967; and/or (c) an organisation which is not subject to corporate insolvency laws.
b) You agree to pay to us the full amount (including any applicable tax or duty) (“Invoice Amount”) under an invoice, bill, electronic record or other document (“Invoice”) which indicates the Invoice Amount due from you as a Debtor to the Client for goods and/or services; you agree to pay to us the Invoice Amount by the specified date(s) (“Invoice Due Date”) listed on the Invoice and/or on the Platform (which shall take precedence in the event of any conflict). You further agree that notwithstanding any dispute and/or your failure or refusal to accept the delivery or supply of goods and/or services provided by the Client, that you will pay the Invoice Amount under the Invoice by the Invoice Due Date with reservation of your rights to claim against the Client.
c) You also agree that you accept, consent to and acknowledge notification that the trade receivable payable to the Client by you as Debtor, including all contractual rights of the relevant Client in respect of that trade receivable, in particular the right to receive payment of the Invoice Amount owed to the Client under that trade receivable (“Receivable”), has been or will be assigned and transferred to us as absolute owner of all of Client’s right, title and interest in and to each Receivable and all monies due or which may become due on or with respect to such Receivable.
d) If you make payment of the Invoice Amount by the Invoice Due Date, you are entitled to a reduction of the Invoice Amount in a sum equivalent to 0.2% on the Invoice Amount (“Discount”). Provided that you make payment of the Invoice Amount by the Invoice Due Date, you need only pay the Invoice Amount less Discount.
e) If, however, you do not make payment of the Invoice Amount by the Invoice Due Date, you agree that you shall pay to us (i) the Invoice Amount; (ii) interest at the rate of 3% per month on the Invoice Amount (or any part thereof outstanding and unpaid to the Funder) from the Invoice Due Date until the date of full payment; and (iii) all costs and expenses, including legal costs and expenses, on a full indemnity basis incurred by us to enforce these terms and/or to recover or collect the Invoice Amount (which said costs and expenses incurred by us shall be conclusively proven by any invoice furnished by us to you and/or the Client).
f) You represent and warrant that the Receivable is in the amount and payable on the due date as notified to you via the Platform and that the Receivable has not been paid in cleared funds and is not to be paid by way of a confirmed or unconfirmed irrevocable documentary letter of credit;
g) You represent and warrant that the Receivable is legal, valid and binding, enforceable against you in accordance with its terms and any other applicable laws;
h) You represent and warrant that the underlying contract for the Receivable legal, valid and binding and is not and/or does not relate to (i) contractual or legal damages or penalties; (ii) exchange rate fluctuations, currency devaluations, interest on late payment, banking or financial charges; (iii) a leasing, rental, licence or royalty agreement; (iv) a consignment stock agreement; and/or (v) value added tax or any similar tax;
i) You represent and acknowledge that the Receivable relates to goods which have been actually dispatched to you and/or services which have already been provided to you in accordance with the underlying contract or the Receivable relates to goods which will be dispatched and/or services which will be provided to you within ten (10) days of the Invoice in accordance with the underlying contract;
j) You represent and warrant that you and the Client have not entered into and you will in any case not assert any agreement or arrangement for the set-off of the Receivable against any other debt.
k) You represent and warrant that you have not and will not, without our prior written consent, transfer the obligation to pay the Invoice and/or Invoice Amount to a third party.
l) You agree to furnish to us all such information and/or documents relating to the Receivable, Invoice and/or underlying contract as we may request from you.
These terms are in full force and effect, commencing upon the Effective Date until the end of the Service unless terminated otherwise in accordance with these terms.
Notwithstanding and in addition to any other provision in these terms and/or any other agreement and/or under general law relating to termination, either you or we may terminate the Service and these terms, upon written notice, in the event that (a) the other party is in material breach of these terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall be 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
Upon termination or expiration of these terms, all rights granted to you hereunder shall terminate. Unless otherwise expressly stated herein, the termination or expiration of these terms shall not relieve or discharge you from your obligations, including obligations of payment of any amounts due to us, including any Invoice Amount, interest and/or all costs and expenses, including legal costs and expenses on a full indemnity basis, incurred by us to enforce these terms and/or to recover and/or collect the Invoice Amount.
Any provision of these terms that imposes an obligation on a Party after the termination or expiration of these terms shall survive termination or expiration and shall remain in full force and effect and will continue to bind the Parties unless the Parties execute a specific and duly authorised written waiver or release to these terms.
Without derogating from our termination rights above, we may decide to temporarily suspend your use or access to our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us, other Clients, Debtors and/or any third party and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these terms or applicable law; (iii) your payment obligations, in accordance with these terms, are or are likely to become, overdue; or (iv) your or any of your authorised representatives’ breach of these terms. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these terms and/or any other applicable agreement and/or applicable law.
In connection with these terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, bank statements, documents pertaining to property and assets owned by you, marketing information, including without limitation, customers lists and information, know-how, and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
Notwithstanding anything in these terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:
You agree that in connection with the Service to be provided under these terms and/or your use of the Service and/or the Platform, you will comply with all local and/or specific applicable laws, including without limitation legislation, regulations and/or legal requirements relating to anti-money laundering, anti-corruption, anti-terrorist financing, sanctions, banking, payment systems, privacy, security, land or real property and/or intellectual property infringement. Notwithstanding any other provision of these terms to the contrary, either Party may on written notice immediately terminate the Service and/or these terms upon discovery that the other party is in breach of this Clause 6.1.
You hereby acknowledge and confirm that the exclusions of liability, limitations of liability and warranty disclaimer clauses contained in these terms are agreed upon by you and us and we both find such exclusions, limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these exclusions, limitations and risk allocation in determining whether to enter these terms.
We may make changes to these terms from time to time for valid reasons, such as for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When you are asked to accept these terms, you will be given access to the latest version of these terms. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
Please read this section carefully, as it involves a waiver of certain rights to bring legal proceedings, including as a class action.
The parties agree that any claim will be adjudicated on an individual basis and hereby waive any right to assert any claims against the other party as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy.
These terms and your agreement to these terms shall be governed by and construed in all respects in accordance with the laws of Singapore.
Any dispute arising out of or in connection with these terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
At our sole option, you agree to the consolidation of arbitrations commenced under these terms and any other agreement related to the relevant Invoice and/or any other agreements between you and us and/or agreements between your related party and us.
At our sole option, you agree that the arbitration shall proceed under any expedited procedure as may be provided under the relevant SIAC Rules.
Notwithstanding the above provisions in this Clause 12.3 and for our benefit only, we shall not be prevented from taking proceedings relating to these terms in any competent courts with jurisdiction, and you shall be prohibited from raising any objections and/or applying for stay pending and/or in favour of arbitration in the said courts. In the event you breach this dispute resolution agreement in applying for a stay of proceedings in the said courts, you shall fully indemnify us for costs and expenses in such an action and/or application on a full indemnity basis. To the fullest extent allowed by law, we may take concurrent proceedings in any number of jurisdictions
8.1 Force Majeure
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Except as otherwise provided in these terms, the parties are independent contractors and these terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
We shall use your contact details that we have in our records, in connection with providing you notices subject to this Clause 8.3. Our contact details for any notices are detailed below and/or on the Platform. You acknowledge notices that we provide you, in connection with these terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Platform or posting in your Account, text, in-app notification, e-mail, phone or first class airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to CHOCO-UP SG PTE. LTD. (UEN No.: 202008457W) at:
Email address: ops@choco-up.com; and
Office Address: 144 Robinson Road, #04-02, Robinson Square, Singapore 068908
These terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service (including any Receivable and/or Invoice) to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorised under this Clause 13.4 shall be null and void.
These terms shall be enforced to the fullest extent permitted under applicable law. If any provision of these terms is held by an arbitral tribunal and/or court of competent jurisdiction to be contrary to law, the provision will be modified by the arbitral tribunal and/or court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms will remain in effect.
No failure or delay by either party in exercising any right under these terms will constitute a waiver of that right. No waiver under these terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
