CoAssets.com is an interactive online networking and educational platform for real estate enthusiasts (“the Website”). The Website is provided by CoAssets Pte Ltd (Registration No. 201310357R), a company registered in Singapore and having its registered address at 7 Temasek Boulevard #12-05 Suntec Tower One, Singapore 038987 (“CoAssets”).
CoAssets is currently not licensed by the Monetary Authority of Singapore and does not hold a capital markets services licenses under the Securities and Futures Act (Cap 289). As such, Opportunity Providers (as defined below) are not allowed to make any offers of debentures (as defined below) on the Website.
The Opportunity Providers are not making any offers of securities on the Website. The projects listed on the website are projects that CoAssets Pte. Ltd. are investing in, and are only listed for Investors to view. Any investments made by the Investors are made in CoAssets Pte. Ltd.
- 1.1 In addition to terms defined elsewhere in these Terms, the following definitions shall apply throughout these Terms, unless the contrary intention appears::
WORDS MEANINGS “ACRA” Accounting and Corporate Regulatory Authority of Singapore. “Business Day” A day other than a Saturday or Sunday or public holiday in Singapore. “Code of Conduct” The Code of Conduct provided by CoAssets on the Website as from time to time amended, varied or supplemented. “Debenture” The same meaning ascribed to it in Section 239 of the SFA, which shall include debenture stock, bonds, notes and other debt securities issued by a corporation or any other entity, whether or not constituting a charge on the assets of the issuer but does not include:-
- (i) a cheque, letter of credit, order for the payment of money or bill of exchange; or
- (ii) a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months.
“Investors” Investors who invest in and/or lend money to CoAssets. “Losses” Means any and all punitive, indirect or consequential loss (including loss of profit), claims, actions, damages, liabilities, costs and expenses (including but not limited to all legal costs or attorney’s fees). “Opportunity Providers” Business owners or Real estate developers, agents or owners seeking investments for real estate projects. “Parties” The Opportunity Provider, the Investor and CoAssets. “Privacy and Data
The Privacy and Data Protection Policy available on the Website as from time to time amended, varied and/or supplemented. “Project” The projects as may be listed by the Opportunity Providers on the Website, and in which CoAssets may invest in, which shall be limited to the following four (4) types of projects (each a Project and collectively, the Projects):
- (i) Bulk purchases, where Investors invest in multiple real estate units (“Bulk Purchases”);
- (ii) Crowdfunding, where:
- a. investors co-invest in real estate units with others (“Co-investment”); or
- b. where there is peer-to-peer lending by Investors to Opportunity Providers (“P2P Lending”);
- (iii) Pre-sales, where Investors invest in real estate units before the official launch of the development (“Pre-Sales”);
“Prospectus” The same meaning ascribed to it in Section 239 of the SFA, which means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of securities, and includes any document deemed to be a prospectus under Section 257 of the Securities and Futures Act (Cap 289), but does not include: (a) a profile statement; (b) any material, advertisement or publication which is authorized by Section 251 of the SFA; or (c) a product highlights sheet. “Representative” Means, in relation to a person, any director, officer or employee of, and any accountant, auditor, financier, financial adviser, legal adviser, technical adviser or other expert adviser or consultant to, that person. “SFA” The Securities and Futures Act (Cap 289) of Singapore. “User” A User of the Website, who may either be an Investor or an Opportunity Providers as defined in this paragraph. “Website” CoAssets.com
- 1.2 In these Terms:
- 1.2.1 the head notes and marginal notes are inserted for convenience only and shall not affect the interpretation and/or construction of these Terms;
- 1.2.2 singular words include the plural and vice versa;
- 1.2.3 references to persons or entities include natural persons, bodies corporate, partnerships, trusts and unincorporated and incorporated associations of persons;
- 1.2.4 references to a person includes a reference to that person’s legal personal representatives, successors and permitted assigns;
- 1.2.5 a word of any gender includes the corresponding words of any other gender; and
- 1.2.6 a reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the statutory provision (as so modified or re-enacted) from time to time.
2. THE SERVICE
- 2.1 Opportunity Providers and Investors shall be required to register with the Website before using any of the services provided by the Website. Registration with the Website includes the provision by the User with a valid email address and a password (or such other security measures as the Website may from time to time implement), which are necessary for User to gain access to restricted areas of the Website. Each time the User accesses the Website for its services, he shall enter his email address and password (or such other security measure as the Website may from time to time implement).
- 2.2 The email address and password belong exclusively to the User and are not transferable. The User shall keep his email address and password confidential and secure at all times. He shall be responsible for all information and activity on the Platform by anyone using his username and password. In particular, a User shall, if it is a company, be responsible for the use of its account by its employees, sub-contractors, agents or other authorized persons. CoAssets reserves the right to terminate, suspend or restrict the access of the User to the Platform and to cease acting on his instructions, if there is reasonable suspicion that the person logged into the User’s account is not the User or an authorized person of the User or where CoAssets suspects that the account will be used for illegal, fraudulent or unauthorized uses. Any breach of security, loss, theft or unauthorized use of the User’s email address, password or security information must be notified to CoAssets immediately.
- 2.3 An Opportunity Provider may, by use of and in accordance with the prerequisites set forth on the Website, submit his projects to CoAssets, who shall decide in its absolute discretion which projects may be e-listed on the Website for Investors to view. Any such e-listing shall be made in accordance with these Terms.
- 2.4 Investors may view the Projects e-listed on the Website and indicate their interest before investing in CoAssets. CoAssets shall then decide whether to hold an offline event to engage the Opportunity Provider who e-listed that Project.
- 2.5 All information displayed on the Website is provided by the Opportunity Providers. Such information has not been independently verified in relation to P2P Lending Projects. The Opportunity Providers shall represent, warrant and undertake that all information submitted to the Website shall be true and correct and shall not have any material the non-disclosure of which would result in the information submitted by the Opportunity Providers being misleading.
- 2.6 CoAssets may, in its absolute discretion, terminate or suspend any e-listing of a Project, without prior notice to the respective Opportunity Provider.
2.7 CoAssets may, in its absolute discretion, immediately remove any content from the Website that
it deems to be in breach of these Terms or is otherwise:
- 2.7.1 false, misleading, untruthful or inaccurate;
- 2.7.2 promotes or encourages illegal activity;
- 2.7.3 is racially or ethnically offensive or attacks sexual orientation or religion or is discriminating in any way;
- 2.7.4 constitutes defamation, contains pornography or is in any other way sexually explicit; or
- 2.7.5 is harmful, abusive, offfensive or illegal or infringes the rights of CoAssets or the Users.
- 2.8 In registering and accessing the Platform, Users agree to abide by the Code of Conduct.
3. ADMINISTRATIVE FEE
- CoAssets does not charge Investors any fees or commission for use of the Website, any investment in CoAssets and any returns on such investments.
3.2 Opportunity Providers
3.2.1 CoAssets charges the Opportunity Providers for the following services:
- (i) Premium Advertising on CoAssets;
- (ii) Micro-site for Customer Relationship Management (CRM);
- (iii) Event organising services;
- (iv) Event sponsorship (at major events like EPIC);
- (v) Booth spaces at our events;
- (vi) Media coverage and write-up;
- (vii) Electronic direct mailer blast;
- (viii) Interactive tools;
- (ix) Membership fees;and
- (x) Crowdfunding administration services (as described in paragraph 3.1 below)
- 3.2.2 CoAssets reserves the right to charge Opportunity Provider for administrative fees notwithstanding that the Project might not have achieved the targeted levels of interest from Investors. Such Opportunity Provider shall pay such administrative fees to CoAssets within 14 business days of the invoice date. CoAssets reserves the right to charge interest on any late payment at a rate of [5.33%] per annum.
- 3.2.1 CoAssets charges the Opportunity Providers for the following services:
- 3.1 Investors
4. COASSETS AS CROWDFUNDING ADMINISTRATOR
4.1 In relation to P2P Lending Projects, CoAssets, as crowdfunding administrator,
offers the following administration services:
- 4.1.1 Providing a Platform for Users to meet;
- 4.1.2 Conducting Background checks on Users; and
- 4.1.3 Acting as P2P Lending intermediary
- 4.2 By participating in any P2P Lending Project that is listed on the Website, an Opportunity Provider agrees to only subscribe for, and CoAssets agrees only to issue (to any single Opportunity Provider), promissory notes. Any promissory note subscribed for by an Opportunity Provider or issued by CoAssets shall have a face value of not less than S$100,000 and a maturity period of not more than 12 months(“Promissory Note”). By participating in any P2P Lending Project that is listed on the Website, an Investor agrees to subscribe for securities issued by CoAssets. An Opportunity Provider shall indicate the minimum amount intended to be raised (Target Amount) and the maturity period for any P2P Lending Project e-listed on the Website.
- 4.3 The minimum investment amount in a P2P Lending Project by each Investor is S$1,000 (P2P Lending Sum). Within 5 business days of indicating an interest in a P2P Lending Project, the Investor must transfer the P2P Lending Sum into an account maintained by CoAssets with a local bank (“CoAssets Account”), failing which CoAssets shall not process the relevant Investor’s investment. Details of the CoAssets Account shall be notified by CoAssets to the Investor via email. The CoAssets Account is a segregated client account specifically set up to hold funds belonging to the Users and is not commingled with that of CoAssets.
- 4.4 When the aggregate of P2P Lending Sums received by CoAssets in the CoAssets Account exceeds the Target Amount within 60 business days of the e-listing of the P2P Lending Project, the relevant P2P Lending Project shall be deemed successful and the e-listing on the Website shall be closed. CoAssets shall then deliver an electronic copy of the Promissory Note for execution by the respective Opportunity Provider within 5 business days of delivery.
- 4.5 Failure to meet the requirements under paragraph 4.4 shall constitute termination of a P2P Lending Project, upon occurrence of which CoAssets shall refund the P2P Lending Sums to the relevant Investors within 10 business days.
4.6 Any payment between Users in relation to a P2P Lending Project shall be made via the CoAssets Account.
Users authorise CoAssets to disburse, without notice, from the CoAssets Account:
- 4.6.1 the P2P Lending Sums to the Opportunity Providers upon the successful closing of a P2P Lending Project in accordance with paragraph 4.4; and
- 4.6.2 any repayment by Opportunity Providers to the Investors on a Promissory Note.
4.7 In the event that the Opportunity Provider misses, fails to pay, or only partially
pays any payment that is due under the Promissory Note, Users agree that CoAssets has
the authority to act as follows:
- 4.7.1 to immediately attempt to contact the Opportunity Provider to remedy the default and make such payment within 30 business days of the date on which such payment is due;
- 4.7.2 if the payment is not fully paid within 30 business days of the date on which such payment is due, to hire a third party professional debt collector to collect from the Opportunity Provider such unpaid amounts. For the avoidance of doubt, the Investors shall bear all costs and expenses incurred in relation to the services provided by the third party professional debt collectors; and
- 4.7.3 if the payment is still not recovered within 90 business days of the date on which such payment is due, to act on behalf of the Investors to commence legal proceedings against the Opportunity Provider to recover such sums, provided that the Investors have entered into an agreement with CoAssets providing CoAssets with a power of attorney in relation to the recovery of unpaid payments.
- 4.8 Any sums recovered, less all costs and expenses incurred shall be distributed by CoAssets on a pro rata basis amongst the Investors in the relevant P2P Lending Project in accordance to the ratio that the P2P Lending Sums bear to the Promissory Note Amount.
- 4.1 In relation to P2P Lending Projects, CoAssets, as crowdfunding administrator, offers the following administration services:
5. COASSETS AS ISSUER OF SECURITIES
- 5.1 CoAssets may rely on the exemption under Section 272A of the SFA to make personal offers of securities of CoAssets to the Users that are not made in or accompanied by a Prospectus that is registered by the Monetary Authority of Singapore. The total subscription amounts raised from such offers by CoAssets within any 12-month period shall not exceed S$5 million (or its equivalent in a foreign currency. In the event that the total subscription amount raised exceeds S$5 million (or its equivalent in a foreign currency), CoAssets is entitled to withdraw or cancel any offer previously made to any User without prior written notice.
- 5.2 Prior to accepting any offer of securities from CoAssets, a User shall read and acknowledge on the Risk Disclosure Statement. By acknowledging on the Risk Disclosure Statement, the User understands that CoAssets is not licensed and/or regulated by the Monetary Authority of Singapore, and is deemed to be fully aware of and accepts the risks of making subscribing for the securities to which CoAssets’ offers relate.
- 5.3 Where any User accepts any offer as set out in paragraph 5.1, the User agrees not to subsequently sell the securities to any person, unless the offer resulting in such subsequent sale is made: (a) in compliance with the SFA; or (b) where at least 6 months have elapsed from the issue of the securities to the User following acceptance of the offer.
6. DISCLAMERS AGAINST LIABILITY
- 6.1.1 The Investors should be aware that CoAssets does not invest in any Projects. Neither does CoAssets provide any advice on investments, Projects or the raising of funds.
- 6.1.2 The Investors are aware that investing in any Project may be connected with high risk and that all or parts of the investment may be lost. Investing in any Project is solely the decision of the Investors and any such investments may never be realised.
- 6.1.3 The Investor understands and acknowledges that CoAssets and the Website is not licensed and/or regulated by the Monetary Authority of Singapore and the funds placed by the Investors and the Opportunity Provider in CoAssets’ Account are monies of the Investors and the Opportunity Provider respectively, to be applied for purposes directed by the Investors and the Opportunity Provider respectively. The Investor understands that such monies placed in the CoAssets Account are not, and shall not be, deposits as defined under the Banking Act (Cap. 19) of Singapore.
- 6.1.4 CoAssets does not represent, warrant or undertake that the Opportunity Providers will perform the terms of the Promissory note in accordance with the terms thereof.
- 6.1.5 Please refer to paragraph 6.3 for more details.
6.2 Opportunity Providers
- 6.2.1 The Opportunity Providers should be aware that CoAssets does not offer any advice on investments, the Projects or any raising of funds.
- 6.2.2 The Opportunity Provider is solely responsible for the use of the Website and for all information provided to the Investors and any other users of the Website.
- 6.2.3 The Opportunity Providers who wish to e-list Projects should take note of the legal and regulatory environment as CoAssets does not provide any advice on investments, Projects or the raising of funds.
- 6.2.4 The Opportunity Provider understands and acknowledges that CoAssets and the Website is not licensed and/or regulated by the Monetary Authority of Singapore and the funds placed by the Investors and the Opportunity Provider in CoAssets’ Account are monies of the Investors and the Opportunity Provider respectively, to be applied for purposes directed by the Investors and the Opportunity Provider respectively. The Opportunity Provider understands that such monies placed in the CoAssets Account are not, and shall not be, deposits as defined under the Banking Act (Cap. 19) of Singapore.
- 6.2.5 CoAssets does not in any manner warrant that a project e-listed on the Website can raise its target amount.
- 6.2.6 Please refer to paragraph 6.3 for more details.
- 6.3.1 The Website has been prepared by CoAssets solely for informational use and any information contained in the website should not be regarded as an offer or invitation to purchase or subscribe for any securities, and no part of it shall form the basis of or be relied upon in connection with any contract, commitment or investment decision in relation thereto. Any Investor or Opportunity Provider should obtain appropriate specific professional advice in connection therewith. In addition, the Website may not be used for the purpose of and does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction or under any circumstances in which such offer or invitation is unlawful or unauthorised or to any person to whom it is unlawful to make such offer or invitation.
- 6.3.2 The information contained in the Website may not be taken away, reproduced or redistributed to any other person. Information contained in the Website is intended solely for the Users’ personal reference and is strictly confidential.
- 6.3.3 The Website contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by these forward-looking statements.
- 6.3.4 Given the risks and uncertainties that may cause the actual future results, performance or achievements of the Projects to be materially different from that expected, expressed or implied by these forward-looking statements, undue reliance must not be placed on these statements. CoAssets does not represent or warrant that such actual future results, performance or achievements will be as discussed in this Website as such actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by the Projects. CoAssets disclaims any responsibility to update any of these forward-looking statements or publicly announce any revisions to these forward-looking statements to reflect future developments, events or circumstances.
- 6.3.5 The information contained in the Website has not been independently verified. No representation or warranty, expressed or implied, is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctness of, the information or opinions contained in the Website. It is not the intention to provide, and you may not rely on these materials as providing a complete or comprehensive analysis of the present or future results, performance or achievements of the Projects. The information and opinions contained in this Website are subject to change without notice.
- 6.3.6 CoAssets does not grant any representation or warranty, expressed or implied, as to the accessibility and quality of the Website. There are situations when the Website will not be accessible, including but not limited to maintenance and circumstances outside the control of CoAssets such as net access failure.
- 6.3.7 The delivery of the Website in certain jurisdictions may be restricted or prohibited by law in such jurisdictions; persons who access the Website or Users must familiarise themselves, and observe and comply, with any such prohibitions and/or restrictions.
- 6.3.8 All investments are made by agreement directly entered into between the Investors and the Opportunity Providers. All information regarding a Project displayed on the Website is provided by the Opportunity Providers. CoAssets does not at any time warrant the fulfilment of any undertaking and shall therefore not be held to be liable for the realisation (or lack thereof) of any investment in a Project.
- 6.3.9 To the fullest extent permitted by law, none of CoAssets nor any of our respective affiliates, advisors or representatives shall be liable (in negligence or otherwise) for any loss howsoever arising from any use of the Website. Users shall indemnify CoAssets in relation to any claims, costs (including reasonable legal costs) damages, expenses, liabilities and losses suffered or incurred by CoAssets in relation to any breach of the Agreement by such Users.
- 6.3.10 Parties should seek professional advice if in doubt to ensure compliance with all applicable laws and regulations, which could vary depending on the specific features of the Project undertaken.
- 6.1 Investors
7. INTELLECTUAL PROPERTY
- 7.1 The content available on the Website may be provided by third parties and CoAssets does not have control over such content. CoAssets shall not be held responsible for any such content provided by third parties which are published, featured, displayed or otherwise used or contained in the Website.
- 7.2 Any Opportunity Provider shall obtain and secure all necessary rights to submit, post or display content relating to a Project on the Website. By submitting, posting or displaying content on or through the Website, the Opportunity Provider grants to CoAssets a worldwide, non-exclusive, royalty-free license to reproduce, adapt and publish such content on the Website for the purpose of displaying, distributing and/or promoting the Platform or any of CoAssets’ services. The Opportunity Provider also grants to CoAssets an irrevocable non-exclusive license to use such content submitted, posted or displayed, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including the developing and/or marketing of Services. CoAssets reserves the right to retain an archival record of all such content including those deleted or removed by the User
- 7.3 Should any content infringe the intellectual property rights of a third party, Users agree to immediately remove all infringing parts of the content and indemnify CoAssets all damages costs and expenses incurred as a result of such infringement. Should CoAssets be made aware or suspect that the content infringes any third party's intellectual property rights, CoAssets shall have the right to remove such content from the website.
8. PRIVACY RIGHTS
- 8.1 For the purposes of enhancing User experience on the Website, CoAssets shall collect, use and disclose personal data of the Users.
- 8.2 CoAssets shall obtain the consent of each User before collection, use and disclosure of personal data. Upon successful registration with the Website, the User agrees that CoAssets may collect, use and disclose the information it obtains through the Website in accordance with its Privacy and Data Protection Policy. Subject to reasonable written notice to CoAssets, Users may withdraw their consent at any time.
- 8.3 CoAssets shall manage and protect personal data in accordance with the Personal Data Protection Act 2012 (No. 26 of 2012) and its Privacy and Data Protection Policy.
- 9.1 CoAssets, or any of its Representatives, shall not be liable for any Losses, arising out of or in any way connected with:-
- 9.1.1 the use or performance of the Website or the services thereon;
- 9.1.2 the delay or inability to use the Website or the Services thereon;
- 9.1.3 the provision of or failure to provide the Website or the services thereon;
- 9.1.4 any information, data, software, products, services and related graphics obtained through the Website or the services thereon;
- 9.1.5 any reliance on any statement, opinion, representation or information on the Website or the services thereon;
- 9.1.6 the inability of the Opportunity Providers to have its projects fully funded by Investors through the Website; or
9.1.7 otherwise arising out of the use of this Website or the services thereon,
- 9.2 Without prejudice to the other provisions herein, the Opportunity Provider or the Investor (as the case may be) irrevocably and uncoditionally agrees to indemnify (and keep indemnified) CoAssets and its Representatives (collectively the “Indemnified Parties”) on demand against any and all Losses which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to the access to and/or the use of the Website or its services by the User, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of this Agreement by the User, the violation by the User of any rights of another person or entity or the breach by the User of any statutory requirement, duty or law.
10. ENTIRE AGREEMENT
10.1 The Agreement collectively embody the entire agreement
between the Parties with respect to the subject matter of the Agreement and supersedes
any previous agreements relating to the subject matter.
Except to the extent that they have been performed and except where the Agreement provides otherwise, the obligations contained in the Agreement remain in force after completion of the matters set out therein.
The Agreement shall be binding on and shall endure for the benefit of each of the Parties’ successors in title or legal personal representatives.
- 10.1 The Agreement collectively embody the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes any previous agreements relating to the subject matter.
- 11.1 If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of the Agreement; or (b) the legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of the Agreement.
- 12.1 CoAssets reserves the right to supplement, vary or amend the Agreement from time to time immediately upon notification to the User. Changes to the Agreement will be posted on the Website. It is the responsibility of the User to review the Agreement upon each access or use to ensure that it are aware of any changes made by CoAssets. The continued access or use of the Website and/or its services by the User after changes are posted constitutes its agreement to be legally bound by the Agreement so amended and for the revised Agreement to apply to all current and past usage by the User of this Website. In the event that the User does not agree to any of the changes, CoAssets is not obliged to continue providing the User with any Service, and the User must stop using the Website and/or the services provided thereon.
13. GOVERNING LAW AND JURISDICTION
- 13.1 The Agreement shall be governed by and construed in accordance with the laws of Singapore.