GXS Bank

1.1 To open any account with the Bank or use any service or product of the Bank, you:

1. must meet such requirements that the Bank may specify from time to time, generally or in relation to any specific service or product;
2. agree that the Bank may retrieve information relating to you or the individuals connected to you (including any Authorised Person or any director, officer, member, partner, shareholder or other beneficial owner) from any source maintained by any government authority, including the Myinfo or Myinfo business platform maintained by the Singapore government and the Bizfile+ portal maintained by the Accounting and Corporate Regulatory Authority; and
3. agree to provide the Bank with any information or document that the Bank asks for from you in such form and manner required by the Bank from time to time.

1.2 The Bank shall have the right, in our discretion, to approve or reject any application to open any account with the Bank, or to use any service or product of the Bank, without giving any reasons and shall not be liable for any Loss that may be incurred as a result.

2.1 Instructions to the Bank must be given in writing (through any means specified and accepted by the Bank, including electronic means), or any other means permitted by theBank.

2.2 You may authorise a person (an “Authorised Person”) to give instructions to the Bank and operate your account on your behalf. You may apply for a person to be an Authorised Person by providing us with the details of such person in the manner specified by us. Your appointment of an Authorised Person is subject to our approval and such conditions (including providing any indemnity in favour of the Bank and any evidence that such appointment has been duly authorised) specified by us. If we approve your appointment of an Authorised Person, you will ensure that such Authorised Person is aware of and complies with these Terms. These Terms, with the necessary modifications, apply to each Authorised Person. The Bank is under no obligation to enquire as to: (a) the validity of any authority granted to any Authorised Person, (b) the purpose for which any authority granted to any Authorised Person is exercised, or (c) whether any Authorised Person is exercising the authority granted to the Authorised Person in good faith. You may remove or replace an Authorised Person by providing written notice in the manner specified by us. Such removal or replacement will take effect after we inform you that we have accepted and approved such removal or replacement. Until we have accepted and approved such removal or replacement, we are entitled to and may continue to act on any instruction from such Authorised Person that you wish to remove or replace.

2.3 The Bank will not act on any instruction other than an instruction from you or given on your behalf (including by any Authorised Person). The Bank is entitled to act and rely on any instruction that it reasonably believes to come from you or to have been given on your behalf. If we request for information, or evidence of the identity or authority of the Authorised Person or authentication before acting on any instruction, you shall promptly provide such information, evidence or authentication. Notwithstanding this, we may act and rely on any instruction without requesting for evidence of your identity, the identity of any person giving the instruction on your behalf or any authentication.

2.4 Where any instruction is given through any means that require use of a passcode or PIN to access an application or other system before giving such instruction or to provide an authentication code, you agree that the use of such passcode, PIN or authentication code is evidence that the instruction comes from you and is authorised by you. You must safeguard the confidentiality of your passcodes, PINs and authentication codes. You must not disclose any passcode, PIN or authentication code to any person or keep a record of your passcode, PIN or authentication code in any matter that enables another person to misuse your passcode, PIN or authentication code. If you know or suspect that your passcode, PIN or authentication code has been compromised, you must immediately change your password, PIN or authentication code and notify the Bank.

2.5 The Bank may request you to provide additional confirmation before acting on any instruction. Notwithstanding this, we may act and rely on any instruction without requesting for such additional confirmation.

2.6 The Bank is not responsible or liable for any Loss that you may incur as a result of us acting on any instruction that was not authorised by you or did not come from you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.

2.7 You are responsible for ensuring that your instructions are given on time, and are accurate, clear and complete. The Bank may request confirmation, clarification or further information from you before acting on any instruction. We will not be responsible or liable for any Loss you may incur as a result of your instructions being late, inaccurate, unclear, inadequate or incomplete, or any time taken for us to confirm or clarify your instructions, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.

2.8 The Bank shall have the right, but is not obliged, to not act on any instruction, or to carry out
checks before acting on any instruction, if:

1. we reasonably believe the instruction to be not authorised or to have not come from you;
2. the instruction is unclear or incomplete, or we receive conflicting instructions;
3. you do not provide any information, document, authentication or confirmation requested by us;
4. we believe that you lack the mental capacity to give us instructions or operate your account;
5. there are insufficient funds in your account, or if any instruction may result in your account being overdrawn or having a negative balance;
6. doing so may result in a breach of any Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions), or if we are prohibited by any Applicable Law, any court order or any direction from any regulator from doing so;
7. any event or circumstance that is not reasonably within our control prevents us from doing so; or
8. there is any other reasonable ground for us to do so, including any ground on which we have a right to freeze or suspend your account under Clause A10 (Rights of the Bank) or if any Event of Default has occurred.

The Bank will not be responsible or liable for any Loss that you may incur as a result, including from any delay in carrying out your instructions, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.

2.9 Instructions once given cannot be cancelled or reversed and are binding on you, unless the Bank agrees otherwise.

3.1 The Bank will periodically make available to you statements of account, confirmation advice, transaction records or other documents (“Statements”) setting out particulars of your accounts and transactions. The Bank may also send you notifications or alerts of transactions (“Notifications”) for your account, regardless of the value of the transaction.

3.2 You are responsible for checking your Statements and Notifications for errors or unauthorised transactions, and to verify the accuracy and completeness of the details in your Statements and Notifications. You must check any Statement or Notification immediately once you receive it.

3.3 We will be entitled to treat the details set out in the Statement or Notification as correct and accurate, and the relevant transaction as authorised by you, if you do not notify us of any errors or unauthorised transactions, or otherwise object to any details set out in your Statement or Notification within seven (7) days of the date of such Statement or Notification.

3.4 The Bank shall have the right, but is not obliged, to rectify any errors or omissions in any Statement or Notification.

4.1 The Bank may impose fees and charges for the provision of our services or products, and has the right to change the amount of such fees and charges. The Bank’s fees and charges will be set out in a fee schedule notified to you from time to time. The fee schedule is part of these Terms. If there is any inconsistency between these Terms and the fee schedule, the fee schedule will prevail to the extent of such inconsistency.

4.2 In addition, you agree to pay the Bank for any expenses, taxes or other charges that the Bank may incur in providing you with any product or service. Where possible, the Bank will notify you in advance of any such expenses, taxes or charges.

4.3 You will pay the Bank such fees, charges and expenses promptly.

4.4 The Bank has the right to deduct such fees, charges and expenses from your account, or through any other means in our discretion.

5.1 You agree and consent to the Bank disclosing your Customer Information to:

1. any person whom the Bank believes in good faith to be an Authorised Person or your legal representative or any person connected to you;
2. any guarantor, surety or security provider who is providing a guarantee or any security in respect of any moneys or liabilities you owe to the Bank;
3. any other person who is jointly or jointly and severally liable with you in respect of any moneys or liabilities owed to the Bank;
4. any Related Entity of the Bank;
5. our agents, advisers (whether professional or otherwise), auditors, service providers and contractors (including sub-contractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor), whether in or outside Singapore (including cloud storage providers, service providers who carry out background, anti-money laundering and other checks, marketing service providers, data analytics providers, research partners and debt collectors);
6. any other bank, correspondent bank, broker, insurer, provider of credit protection, fund manager, financial institution, card association, financial market infrastructure or any other third party for the purposes of and in connection with the provision of services or products to you;
7. any payment system operator, payment institution or any other party for the purposes of and in connection with a funds transfer or payment transaction (including the other parties to a funds transfer or payment transaction, payment processors, payment intermediaries, payment networks, card associations, banks and other financial institutions) and their respective service providers, contractors and agents;
8. credit bureaus, alternative credit scoring agencies and any other credit reporting organisations;
9. any government authority, regulator, enforcement agency, tax authority, court, tribunal or judicial body;
10. any person to whom the Bank is required to disclose information under Applicable Law;
11. our business partners, such as Singtel and Grab;
12. any person for the purposes of, or in connection with, any legal action contemplated or taken against you or in connection with the provisions of services or products to you;
13. any person to whom we assign or transfer (or may potentially assign or transfer) any of our rights or obligations under these Terms, and any person who may invest in, finance, purchase or participate in any loan made to you;
14. any person with which the Bank is entering (or is proposing to enter) into a transaction for the sale or transfer of any part of its business or assets, or any merger, acquisition or other corporate transaction, and any legal or professional advisers and consultants appointed by any party or potential party to any such transaction;
15. any person referred to in the Data Privacy Policy;
16. any person as notified by the Bank to you from time to time; or
17. any person to whom we are permitted to disclose your Customer Information under the Third Schedule to the Banking Act or any other Applicable Law.

5.2 This Clause A5 (Disclosure of Your Customer Information) does not constitute an express agreement by the Bank for a higher degree of confidentiality than that prescribed in section 47 of the Banking Act.

5.3 This Clause A5 (Disclosure of Your Customer Information) shall survive the termination of these Terms.

6.1 You agree and consent to the Bank or any of our officers, employees, agents, service providers and contractors (including subcontractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor) collecting, using, processing and disclosing the Personal Data provided by you in accordance with the Data Privacy Policy, which is incorporated by reference to this Clause A6 (Personal Data), and sets out:

1. what Personal Data we collect;
2. how Personal Data is collected;
3. your representations with respect to Personal Data of third parties;
4. what we use Personal Data for;
5. who we disclose Personal Data to;
6. overseas transfers of Personal Data;
7. use of cookies and related technologies;
8. protection of Personal Data;
9. retention of Personal Data;
10. your rights with respect to your Personal Data;
11. amendments and updates; and
12. how to contact us if you have any queries about the Data Privacy Policy or would like to exercise your rights as set out in the Data Privacy Policy.

6.2 You represent and warrant that in relation to any Personal Data of any individual (including, where applicable, any Authorised Person, or any director, officer, member, partner, employee, shareholder or other beneficial owner, employees or signatories) that you or your representatives provide to us:

1. you have, before providing the Personal Data to us: (1) notified such individual that their Personal Data has been or will be provided to us; (2) notified such individual that their Personal Data will be collected, used, processed and disclosed by us in the manner and for the purposes as set out in these Terms and the Data Privacy Policy, and for the purposes of the provision of services or products by us and any other purposes which we provide notification for from time to time, in accordance with all Applicable Laws (including the PDPA); and (3) obtained the consent of such persons to the above in accordance with all Applicable Laws (including the PDPA). Further, you shall give us notice in writing as soon as reasonably practicable should you be aware that any individual has withdrawn such consent(s) and without prejudice to our other rights under law or any contractual agreement between you and us, upon receipt by us of such written notification, we shall have the right to discontinue or not provide any services or products that are linked to such Personal Data; and
2. you are validly acting on behalf of such individual and that you have the authority of such individual to provide their Personal Data to us and for us to collect, use, process and disclose such Personal Data for any of the purposes as set out in these Terms and the Data Privacy Policy, and for the purposes of the provision of services or products by us and any other purposes which we provide notification for from time to time, in accordance with all Applicable Laws (including the PDPA).

Upon reasonable request from us, you further agree to provide to us a copy of document(s)
containing such consent or which evidences that such individual has given such consent;

6.3 Your consent, authorisation and agreement in this Clause A6.3 shall be in addition to any other agreement, authorisation and consent to disclosure which you may have given or may hereafter give to us in connection with any other agreements or accounts you have or may have with us, and shall survive and continue in full force and effect for our benefit and the benefit of our officers, employees, agents, service providers and contractors (including sub-contractors and any further indirect sub-contractors who may be engaged by a contractor or anther sub-contractor) notwithstanding your death, incapacity, bankruptcy or insolvency, or the termination of any type of relationships between you and the Bank.

7.1 You represent and warrant that the following are true and accurate at the time you first open any account with the Bank or use any service or product provided by the Bank, and on a continuing basis:

1. you have full power, authority and capacity to enter into these Terms, to enter into any transactions with or through the Bank, and to perform and comply with all your obligations under these Terms;
2. you are duly organised and validly existing under the laws in which you are incorporated, established or registered;
3. you have obtained all necessary consents and authorisations and taken all other actions necessary for you to enter into these Terms and to be able to perform and comply with all your obligations under these Terms, and your Authorised Persons, legal representatives and signatories are duly authorised to act on your behalf;
4. your obligations under these Terms are valid and legally binding, and these Terms are enforceable against you;
5. any information or documents that you provide to us, including information relating to you on and from any source maintained by any government authority, including the Myinfo or Myinfo business platform or the Bizfile+ portal, are true, accurate, complete and not misleading;
6. you have read and understood the Data Privacy Policy;
7. you consent to, and have obtained all necessary consents for, the collection, use, processing and disclosure of all Personal Data that you or your representatives provide to us as set out in the Data Privacy Policy;
8. you will not be in breach of any Applicable Law or your constitutional documents or any contract, agreement or other document by entering into these Terms or obtaining any services or products from us;
9. you have filed all tax returns and no claims or investigations are being or are reasonably likely to be made with respect to your tax returns;
10. you are not involved in any unlawful activity, and you have not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and you are not involved in any sanctioned activities or the subject of any sanctions;
11. you are not incorporated, established, registered or otherwise domiciled in, any jurisdiction where we are not permitted to provide you with services or products;
12. you are obtaining the services or products from us in the course of your business and are not dealing with us as a consumer;
13. you are acting as a principal for your own benefit, and you are not acting on behalf of any other person, whether as trustee, agent, nominee or otherwise, and you beneficially own all funds and assets in your accounts with the Bank;
14. there are no other persons, apart from those you have already disclosed to us, who are able to exercise control over your accounts with the Bank or have any beneficial interest in any funds or assets in any of your accounts with the Bank; and
15. there is no Event of Default occurring.

7.2 You agree and undertake that you will:

1. immediately inform us of any changes to your particulars, including any change in name, constitution, composition, citizenship or place of domicile, tax residency, address(es) on record, taxpayer, passport, business registration or other identification numbers, contact details, identity of officers, directors, shareholders or other beneficial owners, or any other information or documents that you provided to us whether in relation to you, or any of your shareholder, director or officer, as the case may be;
2. immediately inform us if any of the representations and warranties set out in Clause A7.1 are no longer true or accurate;
3. comply with all Applicable Laws, including tax laws and laws relating to anti-money laundering, countering the financing of terrorism and sanctions;
4. not use the services and products of the Bank for any unlawful purpose, or that may involve a breach of any Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
5. promptly do all such acts, provide us with all such assistance and information and do all such acts or execute all such documents as we may reasonably specify (and in such form and substance as we may require), whether or not it is in connection with your account with the Bank or any service or product provided by the Bank, and whether in order for us to comply with all Applicable Laws or otherwise;
6. check your Statements and Notifications immediately once you receive them, and notify us immediately of any errors or unauthorised transactions. You agree to provide us with any information that we reasonably request to facilitate our investigations into the transactions, and to make a police report if we reasonably request such a report to be made to facilitate the claims investigation process. If there is any delay in your informing us of the error or unauthorised transaction, you must explain to us the reasons for such delay; and
7. not share your password, PIN or other security code with any other person, and immediately inform us if you suspect that your password, PIN or other security code has been compromised. You agree to safeguard the confidentiality of your password, PIN and other security codes and not to keep a record of your password, PIN or other security codes in any matter that enables another person to misuse your password, PIN or other security codes.

7.3 The Bank will not request for your personal particulars, password, PIN or other security code through SMS or e-mail. You are responsible for safeguarding the confidentiality of your personal particulars, password, PIN and other security code. You must verify and agree to exercise caution with any hyperlink in any SMS or e-mail claimed to be sent by the Bank.

7.4 Where you are a partnership, each partner who ceases to be a partner (whether due to resignation, bankruptcy, mental incapacity, death or otherwise) will remain jointly and severally liable for all obligations, liabilities and amounts owed by the partnership to the Bank that accrue up to and including the date on which such partner ceases to be a partner of the partnership.

8.1 The services and products provided by the Bank are non-exclusive, and you agree and consent to the Bank providing the same services and products to other customers of the Bank.

8.2 You agree that (a) the Bank may introduce you to Grab, Singtel and our other business partners, who may recommend their services and products to you and otherwise collect, use, process and disclose Personal Data relating to you as set out in the Data Privacy Policy, or (b) you may have been introduced to us by Grab, Singtel or our other business partners. You agree that we may receive or pay a referral fee or commission from or to such business partner for such introduction.

9.1 You agree that the Bank may engage third party service providers, contractors (including sub- contractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor) or agents for the purposes of, and in connection with, the provision of services or products to you.

10.1 The Bank shall have the right to decide whether to approve your application to obtain any services or products from the Bank, and whether to provide you (or continue to provide you) with any service or product. In addition, the Bank shall have the right to withdraw the provision of, or change the manner in which we provide you with, any service or product at any time in our discretion.

10.2 The Bank shall have the right, but is not obliged to, to record any of our telephone conversations or video conferences with you, or any other verbal instructions or communications from or with you. You agree that we shall have the right to use the recordings in the event of any dispute. We are not obliged to provide you with a copy of any such recordings.

10.3 The Bank will retain records of your Customer Information to comply with Applicable Laws and for business and operational purposes. Our records shall be conclusive evidence of the contents set out in the records, including details of your accounts and transactions. We may destroy or cease to maintain any records where we are no longer required to do so under Applicable Laws, and you agree that we are not obliged to retain any records after the record retention period under Applicable Laws has ended.

10.4 The Bank shall have the right to take any steps reasonably necessary to comply with any Applicable Law, court order or direction from any regulator. The Bank shall have the right not to do anything under these Terms or in connection with the provision of services or products to you, if doing so shall result in a breach of Applicable Laws, any court order or any direction from any regulator. The Bank shall not be responsible or liable for any Loss that you may incur as a result of any such actions of the Bank.

10.5 The Bank shall have the right to freeze, suspend, block, close or terminate any or all of your accounts maintained with us or any provision of services or products to you, or not accept any deposit or payments from you, withhold any payments to you (including withdrawals from your accounts) or place any payments or amounts received from you in a suspense account, or take any action that the Bank determines is reasonable or appropriate, with or without prior notice, if: accounts maintained with us or any provision of services or products to you, or not accept any deposit or payments from you, withhold any payments to you (including withdrawals from your accounts) or place any payments or amounts received from you in a suspense account, or take any action that the Bank determines is reasonable or appropriate, with or without prior notice, if:

1. you have a zero or negative balance in your account;
2. you do not provide any information or documents requested by us;
3. any representation or warranty in Clause A7.1 is not true or accurate or is no longer true or accurate;
4. we reasonably suspect that you are involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
5. we are required to do so by any government authority, regulator, enforcement agency, tax authority or any other authority;
6. we are required to do so under a garnishee order, Mareva injunction, or other similar court order, or any order of any court, tribunal or judicial body;
7. in our opinion, any account, product or service provided by the Bank is not being used in a lawful, proper or regular manner;
8. any Event of Default has occurred;
9. we have reasonable grounds to believe that you are not likely to be able to repay any
   amount or liabilities that you owe to us, or otherwise to perform any of your obligations to
   us under these Terms or otherwise; or
10. there is any other reasonable ground for doing so or the Bank deems fit in its absolute
    discretion.

The Bank shall not be responsible or liable for any Loss that you may incur as a result of any
such actions of the Bank.

10.6 In the event that your account remains inactive or dormant for such period of time as the Bank may determine, the Bank shall have the right to impose such conditions in relation to the further operation of the account as we may determine in our discretion. The Bank shall not be responsible or liable for any Loss that you may incur as a result of any such actions of the Bank.

10.7 The Bank shall have the right, but is not obliged, to reverse or cancel any transaction and make
any corresponding debits from or adjustments to your account, without prior notice to you or
without your prior consent:

1. to correct any mistake or error, including where we have made a mistake or error in crediting your account;
2. where we are required to do so under any Applicable Law, any court order or any direction from any regulator; or
3. if we have any other reasonable ground for doing so.

In particular, the Bank is not obliged to reverse or cancel any transaction, or make any corresponding debits from or adjustments to your account or the account of any other person, to correct any mistake or error made by you or a third party.

10.8 Certain of our services or products may be temporarily unavailable for certain periods of time to facilitate maintenance of our systems. Where possible, the Bank will notify you in advance of any such periods of temporary unavailability.

10.9 This Clause A10 (Rights of the Bank) shall survive the termination of these Terms.

11.1 Any payment you make to the Bank shall be made in freely available funds in Singapore dollars or such other currency specified by the Bank, without any set-off or counterclaim, or any withholding or deduction of any taxes, charges or other duties.

11.2 If any withholding or deduction is required to be made under any Applicable Law, you agree to pay us an amount equal to the amount withheld or deducted such that the Bank receives a net amount equal to the amount which we would have received if no such withholding or deduction had been made.

11.3 If any taxes, charges or other duties are payable on any payment that you make to the Bank, you shall pay us an additional amount equal to the amount of such taxes, charges or other duties.

11.4 If you do not make any payment to the Bank on time, the Bank shall have the right to charge you default interest on the overdue amounts that are outstanding at a rate determined by the Bank and notified to you.

11.5 This Clause A11 (Payments) shall survive the termination of these Terms.

12.1 If the Bank receives any payment from you or on your behalf, executes any transaction for you or on your behalf, or you owe any amount to us, in a currency other than Singapore dollars (or a currency other than the currency in which payment is due), we may convert the amount denominated in the foreign currency (or such other currency than the currency in which payment is due) into Singapore dollars (or the currency in which payment is due) at the prevailing foreign exchange rate as determined by us. If we incur any costs or expenses in making such currency conversion, you agree to pay us for such costs or expenses.

12.2 Where any currency in which any of the Bank’s payment obligations is denominated becomes unavailable due to the imposition of currency exchange controls or restrictions, other governmental action, extreme volatility in the foreign exchange markets, or any other event or circumstance that is not reasonably within our control, the Bank shall have the right to convert the amount to be paid into another currency at the prevailing foreign exchange rate as determined by us.

13.1 The Bank shall have the right to retain and not repay you any amount which it holds for you in any account, or to withhold any payments due to you, if there is any outstanding amount you owe to the Bank, if you have any other outstanding liabilities to the Bank, or if the Bank has placed a hold or set aside any amount in any of your accounts for any reason.

13.2 All your funds in your accounts with the Bank are subject to a banker’s lien in our favour. We may apply the lien as security for any amount you owe to the Bank or any other outstanding liabilities you owe to the Bank.

13.3 Without limiting our rights under the banker’s lien above or any other rights we may have under these Terms or otherwise, the Bank and any of our Related Entities may, at any time and without any prior notice to you, set-off (on the one hand) any balance in your accounts with the Bank (including (where you are a sole proprietor) any account you hold in a personal capacity) or any amount that we or any of our Related Entities owe to you (including (where you are a sole proprietor) in your personal capacity), against (on the other hand) any amount that you (including (where you are a sole proprietor) in your personal capacity) owe to us or any of our Related Entities. The Bank and our Related Entities may also combine or consolidate all your accounts (including (where you are a sole proprietor) any account you hold in a personal capacity) held
with us or any of our Related Entities.

13.4 The Bank may exercise our rights under this Clause A13 (Right of Set-Off and Lien) at any time, regardless whether an Event of Default has occurred and whether your account has been closed or whether these Terms have been terminated.

13.5 You must not create any security interest or any other encumbrance over your accounts with the Bank, any funds or assets in your accounts with the Bank, or rights or obligations vis-à-vis, the Bank without our prior written consent.

13.6 This Clause A13 (Right of Set-Off and Lien) shall survive the termination of these Terms.

14.1 The Bank does not provide any advice on tax, accounting, insurance, legal, regulatory or environmental matters. If you need such advice, you should seek advice from your own independent advisers.

14.2 The Bank does not act as your agent, trustee or fiduciary in providing services or products to you.

15.1 The Bank shall not be liable for any Loss that you may incur in connection with or arising from our provision of services or products to you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud. Without limiting the generality of the above, and without prejudice to any other provision of these Terms, the Bank shall not be liable for any Loss that you may incur:

1. arising from us acting on any instruction that we reasonably believe to have been authorised by, or to have come from, you;
2. arising from any delay in carrying out your instructions, unless such delay is due to our gross negligence, wilful misconduct or fraud;
3. as a result of the Bank taking any steps reasonably necessary to comply with any Applicable Law or court order or taking any other action in accordance with our rights under these Terms;
4. where the provision of services or products to you is affected by any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance;
5. where there is any unauthorised use or access of your smartphone or other device used to access the services or products provided by the Bank, or your smartphone or other device is lost, misplaced or stolen; or
6. where your password, PIN or other security code is compromised or misused by another person.

15.2 In any event, we shall not be liable for any Loss that is an indirect or consequential loss, or any
lost profits, earnings, business, goodwill or opportunity, even if such Loss is foreseeable.

15.3 We are not responsible or liable for the acts of any third party, including the acts of any third party involved in the provision of services or products to you, or the acts of any third party service providers, contractors or agents engaged by the Bank and their sub-contractors or further indirect sub-contractors or the insolvency or bankruptcy of any such third party, and we will not be liable for any Loss that you may incur as a result of the acts of any such third party, unless such Loss is caused by our gross negligence, wilful misconduct or fraud.

15.4 We are not responsible for any decision you make to obtain our services or products or to enter into these Terms, and any such decision is your own decision based on your independent judgment. If you need any advice, you should seek advice from your own independent advisers.

15.5 We are not responsible or liable for any acts or representations of our employees or agents that are made without our authority.

15.6 This Clause A15 (Liabilities) shall survive the termination of these Terms.

16.1 You agree, on a continuing basis, to indemnify the Bank, and pay and reimburse the Bank, for all and any Losses that the Bank may incur in connection with or arising from our provision of services or products to you, except where such Loss is caused by our gross negligence, wilful misconduct or fraud.

16.2 This Clause A16 (Indemnities) shall survive the termination of these Terms.

17.1 The Bank shall not be responsible or liable for any Loss which you may incur where such Loss arises from any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance. Such events include earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other governmental action, mechanical errors or malfunctions in any machines or systems, sabotage, fluctuations or failures in power supply or telecommunication networks, disruptions to the Internet, computer viruses, or the failure of any financial market infrastructure.

18.1 You may terminate these Terms or any service or product provided by the Bank and close your account by giving the Bank notice in writing, provided that you do not owe any outstanding amount to the Bank or have any outstanding liabilities to the Bank.

18.2 The Bank may terminate these Terms or the provision of any service or product to you and close your account by giving you reasonable notice in writing.

18.3 In addition, the Bank shall have the right to terminate these Terms or the provision of any service or product to you and close your account, with immediate effect and without any notice to you if any of the following Events of Default occur:

1. you do not make any payment that is due to us;
2. you breach any of your obligations under these Terms;
3. you do not provide any information or documents requested by us;
4. any representation or warranty in Clause A7.1 is not true or accurate or is no longer true or accurate;
5. you have a zero or negative balance in your account;
6. you are, or are likely to become, insolvent or bankrupt, or any insolvency or bankruptcy proceedings are commenced against you;
7. (i) an application is made by any party for the appointment of a liquidator, receiver, administrator, judicial manager, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of you, or (ii) you are subject to any proceedings relating to winding up, dissolution, administration, judicial management, provisional supervision, reorganisation or receivership, or (iii) (where you are a partnership) there is any change to your partners, including admission of a new partner or cessation of an existing partner (whether due to resignation, bankruptcy, mental incapacity, death or otherwise), or (iv) your registration as a business or partnership or any licence or approval you hold expires, or is cancelled or withdrawn;
8. you are, or are likely to be, unable to fulfil any of your financial obligations to any person, including third parties;
9. any expropriation, attachment, sequestration, distress or execution affects any of your asserts or your assets are subject to enforcement proceedings in any jurisdiction;
10. you are the subject of any civil, criminal, investigation or disciplinary proceedings in any jurisdiction or any such proceedings are threatened against you;
11. you commit or are convicted of any criminal offence in any jurisdiction, or you are found to be fraudulent or dishonest in any proceedings;
12. we reasonably suspect that you are involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
13. in our opinion, any account, product or service provided by the Bank is not being used in a lawful, proper or regular manner;
14. it becomes unlawful for you to perform any of your obligations under these Terms or any relevant transaction document with the Bank or any of your obligations under these Terms or any transaction document with the Bank ceases to be legal, valid, binding or enforceable;
15. we are required under Applicable Law or by any court order or direction from any regulator to do so or we would otherwise breach any Applicable Law or agreement with a third party; or
16. the occurrence of any Event of Default under any Specific Terms or any event of default or any similar event under any other terms and conditions governing the provision of any services or products by the Bank to you.

18.4 If you wish to terminate these Terms or close your account with the Bank under Clause A18.1, you shall transfer all funds out from your account with the Bank, repay all outstanding amounts and liabilities due to the Bank and comply with any other reasonable procedures or requests of the Bank (including closure of any other account with the Bank), before the termination or account closure is effective.

18.5 Upon the termination of these Terms or the closure of your account with the Bank, any amount that you owe to us shall immediately become due and payable.

18.6 If these Terms are terminated or your account is closed for any reason and you do not transfer all funds out from your account, we may proceed to exercise our rights of set-off and consolidation under Clause A13 (Right of Set-Off and Lien) and pay you the net balance in your account by any means in our discretion, and you agree that this shall be a full discharge of the Bank’s liabilities to you in respect of your account and these Terms, and you waive any and all rights or claims you may have against the Bank under these Terms.

18.7 Termination of these Terms do not affect any rights or obligations of any party that arose before the termination, or any liabilities that accrued before the termination.

18.8 This Clause A18 (Account Closure and Termination) shall survive the termination of these Terms.

19.1 You shall provide the Bank with your registered and business address, Singapore telephone number, e-mail address or any other contact information at which we may contact you, and send you notices and communications. Your registered or business address may be used by the Bank as your mailing address. We may also provide your registered or business address, Singapore telephone number, e-mail address or any other contact information to any government authority, regulator, enforcement agency, tax authority, court, tribunal or judicial body if we are required to do so. You must immediately inform us of any changes to any of your contact information.

19.2 The Bank may publish certain notices or communications to you on our website or mobile application. You should check our website or mobile application regularly for notices or communications.

19.3 Any notice or communication that the Bank sends to you will be deemed to be delivered and effective:

1. if sent in person, at the time of delivery;
2. if sent by post to an address in Singapore, on the second Business Day following the date of posting;
3. if sent by post to an address outside Singapore, on the fifth Business Day following the date of posting;
4. if sent by SMS or e-mail, at the time of delivery, unless we receive a message delivery failure receipt;
5. if sent by push notification through our mobile application, at the time of delivery; and
6. if published on our website or mobile application, at the time of publication.

19.4 Notices or communications that you send to the Bank will be deemed to be delivered and effective only when we receive them.

20.1 The Bank may amend any or all of these Terms (including our fees and charges) at any time. We may make such amendments because of changes in the way we provide you with services or products, or other changes in our operations or business, to introduce new features, services or products, because of changes to Applicable Law or to clarify the meaning of these Terms. The Bank will notify you of any amendment. Such amendment will take effect on the date we specify in the notice to you. The Bank may introduce additional terms and conditions governing new features, services or products without giving you any advance notice. Nonetheless, we will use reasonable endeavours to provide you with 30 days advance notice for any amendment relating to our fees and charges or your liabilities or obligations, unless the amendment is clarificatory in nature, required for compliance with Applicable Law (which may take effect immediately) or time sensitive, or it is not practicable to do so.

20.2 The Bank may introduce additional Specific Terms that apply to the provision of new services or products without giving you any advance notice. Any such Specific Terms will take effect from the date we agree to provide you with the relevant new service or product.

20.3 If you continue to use any service or product provided by the Bank to you after having been notified of amendments to these Terms, you are deemed to have agreed to and accepted the amendments. If you do not accept any such amendments, you must discontinue your use of the Bank’s services or products and terminate your banking relationship with us with respect to such relevant service or product in accordance with these Terms.

21.1 The Bank is entitled to assign or transfer any or all of our rights or obligations under these Terms to any person without notice to you and without your consent.

21.2 You may not assign or transfer any part of your rights or obligations under these Terms without our prior written consent.

22.1 A third party who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any provision of these Terms.

23.1 A failure or delay by the Bank in exercising or enforcing any power or right under these Terms, or in enforcing compliance with any provision of these Terms, shall not operate as a waiver or release by the Bank, and the Bank is not prevented from exercising or enforcing any such power or right.

24.1 If any provision of these Terms is, or becomes, illegal or otherwise invalid or unenforceable in any way, such illegality, invalidity or unenforceability shall not in any way affect or impair any other provision of these Terms, and these Terms shall be interpreted as if such illegal, invalid or unenforceable provision was varied so that it is legal, valid and enforceable or as if such illegal, invalid or unenforceable provision was not part of these Terms.

25.1 These Terms set out the entire contractual agreement between the Bank and you in connection with the provision of services or products by the Bank to you. These Terms supersede any other agreement, understanding, notice, statement or representation, whether oral or written, in relation to any services or products of the Bank.

26.1 These Terms shall be governed by and interpreted in accordance with Singapore law.

26.2 You agree to submit to the exclusive jurisdiction of the Singapore courts. You may only bring an action or proceeding against the Bank in the Singapore courts. The Bank may bring an action or proceeding against you in the courts of any jurisdiction, including any jurisdiction where you may be resident or where you may own assets.

27.1 Any originating claim, statement of claim, originating application or any other notice or document relating to legal proceedings shall be deemed to be sufficiently served on you if sent in person or by post to your last known address in our records.

27.2 Nothing in this Clause A27 (Service of Legal Process or Documents) shall affect or limit our rights to serve any legal process or documents on you in any other manner allowed under Applicable Law.

28.1 The table below sets out the meaning of the following capitalised words when used in these
Terms.

“Applicable Law”
means any and all applicable laws, regulations, guidelines, codes or rules, including industry guidelines, codes or rules, whether in Singapore or elsewhere, and whether having the force of law, as amended, modified, varied or re-enacted from time to time.

“Authorised Person”
shall have the meaning defined in Clause A2.2.

“Banking Act”
means the Banking Act 1970 of Singapore.

“Business Day”
means any day on which banks in Singapore are generally open for business.

“Customer Information”
means any information relating to you, including your Personal Data and other personal information, and information on your accounts and transactions, that the Bank has in connection with the provision of services or products to you.

“Data Privacy Policy”
means our data privacy policy as (i) set out at the following URL: www.gxs.com.sg/data-privacy, or (ii) made available through our mobile application.

“Event of Default”
means any event that gives the Bank the right to terminate these Terms or the provision of any service or product to you under Clause 18 (Account Closure and Termination).

“Loss”
means any losses, damages, costs (including legal costs on a full indemnity basis), expenses, liabilities, taxes, charges, suits, proceedings, actions, claims, any other demands or remedies of any kind, whatsoever and however caused, whether arising under contract, tort or otherwise, and including any lost profits, earnings, business, goodwill or opportunity, whether or not foreseeable, and whether direct, indirect or consequential.

“Notifications”
shall have the meaning defined in Clause A3.1 .

“PDPA”
means the Personal Data Protection Act 2012 of Singapore.

“Personal Data”
means any information (whether true or not) which identifies or that relates to an individual.

“PIN”
‍means the personal identification number for any service or product provided by the Bank.

“Related Entity”
in relation to an entity, means any holding company, subsidiary, affiliate, related corporation or other related entity of the first entity.

“Statements”
shall have the meaning defined in Clause A3.1.

28.2 In these Terms, unless the context requires otherwise:

1. the headings shall be ignored in interpreting the provisions of these Terms;
2. any reference to a Clause shall be to a Clause of these Terms – references to a Clause number prefixed by the Section number shall be a reference to a Clause in that Section (e.g. Clause A1 refers to Clause 1 of Section A);
3. any reference to “you” shall include the person in whose name an account is maintained with the Bank, the person offered a product or service by the Bank, and (as the context may require) any legal representative, director, officer, member, partner, shareholder or other beneficial owner, employee, signatory or Authorised Person;
4. any reference to a person shall include body corporates, unincorporated associations, partnerships, sole proprietorships, trusts and other bodies of persons;
5. the word “includes” or “including” shall be understood to mean “includes without limitation” or “including without limitation”;
6. any reference to actions or acts shall include failures to act; and
7. any reference to any statute, regulation, guidelines, code or rules shall be a reference to such statute, regulation, guidelines, code or rules as may be amended, modified, varied or re-enacted from time to time.

1.1  This Section B (GXS FlexiLoan Biz) sets out the terms and conditions on which the Bank provides you with the GXS FlexiLoan Biz and the terms under this Section B must be read together with the General Terms in Section A.

2.1  The GXS FlexiLoan Biz is an uncommitted loan facility with a revolving line of credit that allows multiple loan drawdowns which are repayable in monthly instalments.

3.1 All applications for GXS FlexiLoan Biz are subject to approval by the Bank in accordance with our criteria, including any applicable credit policies and assessments. The Bank may approve or reject your application for a GXS FlexiLoan Biz without giving any reasons.

3.2 Upon the Bank’s approval of your application, the Bank will assign you an interest rate and a credit limit from which you may immediately drawdown a single loan or multiple loans capped at the credit limit offered to you, subject to these Terms.

3.3 The credit limit assigned to you will be determined by the Bank in our discretion. Any request by you for a credit limit increase will be subject to the Bank’s assessment.

3.4 The credit limit assigned to you is a revolving line of credit. Any principal amount which you repay on your outstanding loan(s) will be made available as credit for subsequent drawdowns.

4.1 The GXS FlexiLoan Biz allows you to drawdown up to ten (10) loans at any one time, within the credit limit assigned to you. You may select a tenure of two (2) to thirty-six (36) months (or such other tenure that is permitted by the Bank) for each loan.

4.2 Each loan may be disbursed into your current account opened in accordance with the Business Account Terms or any other business account maintained with the Bank, as we may permit or prescribe from time to time, where such account is held in the same name as that for the GXS FlexiLoan Biz Account. You are responsible for ensuring the accuracy and completeness of the disbursement account number contained in your application for each loan. We are not responsible for verifying or ensuring that the disbursement account is your account. If you have provided an incorrect account number, we will not be liable or obliged to recall any loan(s) so disbursed and such loan(s) shall be repayable by you in accordance with these Terms. We will not be liable for any Loss that you may incur as a result.

4.3 You may utilise the GXS FlexiLoan Biz by delivery to the Bank of a duly completed GXS FlexiLoan Biz drawdown request. Drawdown requests once delivered are irrevocable and form part of these Terms.

4.4 Your GXS FlexiLoan Biz drawdown request must comply with the following conditions:

1. the maximum amount that may be drawn cannot exceed your available credit limit; and
2. each loan must be a minimum of S$200 (or such other amount as the Bank may determine).

4.5 A loan can be utilised only and disbursed by the Bank upon the Bank receiving such documents, items and evidence (in form and substance satisfactory to the Bank) as the Bank may require, including but not limited to:

1. all necessary corporate documents and necessary resolutions, consents, approvals and other authorisations (if applicable) from any Obligor (if applicable);
2. if applicable, any Security Document or such other documents (including any notices and/or acknowledgments) required to perfect, preserve or protect the Bank’s rights and interests under any security, each in form and substance satisfactory to the Bank and duly executed by the parties to it;
3. evidence of any registrations or filings, if required;
4. evidence satisfactory to the Bank on the results of all “know-your-customer” or similar checks and the results of all credit, bankruptcy, winding up, judicial management and other similar checks on you and each Security Provider (as applicable), as the Bank may deem necessary;
5. specimen signatures of all authorised signatories (if required); and
6. payment by you of all costs, expenses and fees (if any) required to be paid to the Bank.

4.6 The Bank will only be obliged to disburse a loan if:

1. no Event of Default is continuing or would result from the proposed loan; and
2. each of the representations to be made by you and each Security Provider (if applicable) are true.

5.1 Each loan drawn from your available credit limit shall be repaid in equal monthly instalments (together with interest accrued) over its selected tenure. During the drawdown of your first loan, you may select your preferred monthly repayment date. The monthly repayment date for subsequent loans will follow the monthly repayment date for the first loan.

5.2 If the repayment date selected (e.g. 31^st day) does not exist in a certain month (e.g. February), the date of repayment for that month would automatically be defaulted to the last day of that month.

5.3 You will have at least one (1) month from the drawdown date of a loan to make your first monthly repayment.

5.4 The Bank will apply repayments in the order of interest, fees and charges first, followed by principal. In the event where there are overdue repayment amounts, overdue repayment amounts will take precedence, unless otherwise stated. The Bank shall be entitled to apply and appropriate all repayments received in such manner or order as the Bank deems fit.

5.5 You may choose to repay your monthly instalment or your total loan(s) outstanding early without incurring any fees. Any interest savings due to early repayment will be reflected in your next monthly instalment.  

5.6 All repayment amounts may be paid to the Bank via your current account opened in accordance with the Business Account Terms or any other business account maintained with the Bank, as the Bank may permit or prescribe from time to time, or such other channels the Bank may make available to you from time to time.

6.1 The Bank has sole discretion to determine the interest rate applicable to your loan.  

6.2 Interest for each loan drawn will begin to accrue from its drawdown date.

6.3 Interest will be calculated on a daily reducing principal basis without compounding interest. This means that as the principal balance of each loan reduces over the repayment period, your total interest payable reduces correspondingly.

6.4 For overdue instalments, late interest will be chargeable in the manner specified by us. The Bank offers a grace period of 2 days past your due date, where no late interest will be charged.

6.5 The Bank may revise the interest rate applicable to you from time to time in our discretion. Should any of your outstanding loans be affected by a change in interest rate (where applicable), the Bank will provide you 30 days’ notice before the revised rate comes into effect.

7.1 You may cancel your GXS FlexiLoan Biz in full at any time at no fee, provided you fully repay all outstanding amounts due to the Bank.

7.2 The Bank may terminate your GXS FlexiLoan Biz account at any time without giving any reasons.

8.1 The Bank may at any time and from time to time request that Security or guarantee be created for or in respect of the moneys and liabilities owing to the Bank.

8.2 Each Security Provider shall be bound by these Terms, with the necessary modifications (including reading each reference to the “customer” or “you” as a reference to the Security Provider) as if the Security Provider were a party to these Terms.

9.1 Each Obligor makes the following representations and warranties, and acknowledges that the Bank has made available the GXS FlexiLoan Biz in full reliance on the following representations and warranties of each Obligor, and the representations and warranties you have given under the General Terms:

1. it is a corporation or other entity, duly incorporated or organised and validly existing under the law of its jurisdiction of incorporation, establishment or registration;
2. it has the power to own its assets and carry on its business as it is being conducted;
3. the obligations expressed to be assumed by it in these Terms and the Security Documents (if applicable) are legal, valid, binding and enforceable obligations;
4. the entry into and performance by it of, and the transactions contemplated by, these Terms and the Security Documents (if applicable) do not and will not conflict with any Applicable Law, its constitutional documents or any agreement or instrument binding upon it or any of its assets.
5. it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and the Security Documents to which it is a party and the transactions contemplated by these Terms and the Security Documents to which it is a party;
6. all authorisations of any government or other authority which are required or desirable to authorise it to own its assets, carry on its business as it is being conducted as of the date of these Terms have been duly and unconditionally obtained and are in full force and effect and it is in compliance in all respects with all Applicable Law relating to the carrying on of its business (including but not limited to all applicable anti-corruption, environmental and social laws and governance requirements);
7. it is not in default of the payment or performance of any of its respective obligations for borrowed money or under any instrument or agreement binding on it or any of its respective assets which may have a Material Adverse Effect;
8. no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it;
9. no steps have been taken or are being taken to wind up itself or to appoint a receiver and/or manager or judicial manager, liquidator, trustee in bankruptcy or any other such official over it, its assets or any of them;
10. its payment obligations under these Terms and the Security Documents (if applicable) rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally;
11. there has been no material adverse change in its business or financial condition; and
12. no Event of Default is continuing or might reasonably be expected to result from the making of any utilisation and no other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

9.2 Each Obligor agrees that the abovementioned representations and warranties shall be deemed to be repeated upon each drawing of the GXS FlexiLoan Biz.

9.3 Each of the representations and warranties contained in this Clause shall survive and continue in full force and effect after the acceptance of these Terms and the execution of the Security Documents (if applicable) and each Obligor hereby warrants to the Bank that the above representations and warranties will be true and correct and fully observed at all times during the continuance of the Security Documents (if applicable) as if repeated during such period by reference to the then existing circumstances.

10.1 Each Obligor undertakes and agrees that:

1. it shall (and shall ensure that each other Obligor will) promptly obtain, comply with and do all that is necessary to maintain in full force and effect and supply certified copies to the Bank of, any authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under these Terms and the Security Documents to which it is party (if applicable) and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of these Terms and the Security Documents to which it is party (if applicable);
2. it shall (and shall ensure that each other Obligor will) comply in all respects with all Applicable Law to which it may be subject, if failure to so comply would materially impair its ability to perform its obligations under these Terms and the Security Documents to which it is party (if applicable);
3. save for any Security previously disclosed to the Bank, it shall not (and shall ensure that no other Obligor will), without the Bank’s prior written consent, create or permit to subsist any Security over any of its assets, save for any Security created pursuant to any Security Document;
4. it shall not (and shall ensure that no other Obligor will) (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) (i) sell, lease, transfer or otherwise dispose of any asset or (ii) materially change the scope or nature of its business whether by disposal, acquisition or otherwise. This paragraph (d) does not apply to any sale, lease, transfer or other disposal made in the ordinary course of business or made with the prior consent in writing of the Bank.
5. it shall (and shall ensure that each other Obligor will) from time to time on request by the Bank do or procure the doing of all such acts and will execute or procure the execution of all such documents as the Bank may reasonably consider necessary for giving full effect to each of these Terms or the Security Documents (if applicable) or securing to the Bank the full benefits of all rights, powers and remedies conferred upon the Bank in any of these Terms or the Security Documents (if applicable); and
6. it shall (and shall ensure that each other Obligor will) ensure that its payment obligations under these Terms and the Security Documents (if applicable) rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

11.1 If:

1. an Obligor does not make any payment that is due or outstanding under the GXS FlexiLoan Biz and/or the Security Documents on the due date;
2. an Obligor breaches any of its obligations under these Terms or any of the Security Documents;
3. an Obligor does not provide any information or documents requested by us;
4. any representation or warranty made or acknowledged or deemed to have been made or acknowledged by an Obligor herein and/or any of the Security Documents is not true or accurate or is no longer true or accurate;
5. an Obligor is, or is likely to become, insolvent, bankrupt, or any insolvency or bankruptcy proceedings are commenced against it;
6. an application is made by any party for the appointment of a liquidator, receiver, administrator, judicial manager, administrative receiver, compulsory manager, provisional supervisor or other similar officer over any Obligor, or an Obligor becomes the subject of any proceedings relating to winding up, dissolution, administration, judicial management, provisional supervision, reorganisation, or receivership;
7. an Obligor is, or is likely to be, unable to fulfil any of its financial obligations to any person, including third parties;
8. any expropriation, attachment, sequestration, distress or execution affects any asset of an Obligor or the assets of an Obligor are subject to enforcement proceedings in any jurisdiction;
9. an Obligor is the subject of any civil, criminal or disciplinary proceedings in any jurisdiction;
10. an Obligor commits or is found guilty of any criminal offence in any jurisdiction, or an Obligor is found to have acted fraudulently in any proceedings;
11. we reasonably suspect that an Obligor is involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);
12. it becomes unlawful for any Obligor to perform any of their obligations under these Terms or the terms of any Security Document or relevant transaction document with the Bank or any Obligor’s obligations under these Terms, the terms of any Security Document or relevant transaction document with the Bank ceases to be legal, valid, binding or enforceable;
13. any event or circumstance occurs which the Bank determines might have a Material Adverse Effect; or

11.2 You shall notify the Bank of any Event of Default promptly upon becoming aware of its occurrence.

11.3 Notwithstanding anything under these Terms, the GXS FlexiLoan Biz and all amounts accrued or outstanding shall be repayable on demand.

11.4 The Bank may set off any matured obligation due from an Obligor under the documents of the GXS FlexiLoan Biz against any matured obligation owed by the Bank to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.

12.1 In addition to any rights of suspension set out in the General Terms, the Bank may, in our discretion, suspend any further drawdown of your available credit limit, including, without limitation, upon the occurrence of any of the following or should the Bank have reason to believe that any of the following will occur:

1. you do not pay any amount due to the Bank on time; and
2. you become deceased, incapacitated, bankrupt or insolvent.

13.1 In applying for the GXS FlexiLoan Biz, you agree that the Bank may report your name and other relevant particulars to any relevant credit bureau agency or authority, which may make available such information to its member banks and financial institutions. You acknowledge that this may affect your current and future banking agreements with other banks and financial institutions. The Bank shall have the right to request for your data from any such relevant credit bureau agency or authority from time to time.

14.1 The Bank is entitled to assign or transfer any or all of our rights or obligations in respect of theGXS FlexiLoan Biz and/or these GXS FlexiLoan Biz Terms to any person without notice to youand without your consent.

15.1 Any certification or determination by the Bank of a rate or amount is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

16.1 Each Obligor shall make all payments to be made by it without any restriction or condition, without any deduction or withholding (except to the extent required by law) on account of any tax or any other amount owed to the Bank.

16.2 If any Obligor is required by law to make any such deductions or withholdings, you shall notify the Bank and ensure that the amount received by the Bank is equal to the amount payable by you and/or any Obligor if no such deduction or withholding had been made. Each Obligor shall ensure that all such deductions and withholdings and any payment required in connection with such deductions and withholdings have been paid on time. You or any such Obligor shall, if requested by the Bank, provide the Bank with evidence reasonably satisfactory to the Bank that such required deductions, withholdings and/or any payments have been made to the relevant taxing authority.

16.3 You shall pay and indemnify the Bank:

1. for any loss, liability or cost which the Bank determines will be or has been (directly or indirectly) suffered by it for or on account of any tax, levy, duty, charge or withholding of a similar nature; and
2. for any loss, liability or cost the Bank incurs in relation to all stamp duty, registration and other similar taxes, levies, duties or charges payable in connection with your GXS FlexiLoan Biz account and any terms and conditions or documents thereunder.

16.4 Each Obligor shall pay to the Bank, in addition to any amount payable by that Obligor to the Bank under or relating to any document in connection with the GXS FlexiLoan Biz, any goods and services, value added or similar tax payable in respect of that amount (and references in that document to that amount shall be deemed to include any such taxes payable in addition to it).

17.1 Until and unless the whole of the monies and liabilities owing to the Bank with interest shall have been fully and completely paid and discharged:

1. you and any Security Provider (as applicable) shall not be entitled as against the Bank to any right of proof in the bankruptcy of a person or winding up of any corporation liable to the Bank or any other right under these Terms and the Security Documents (as applicable);
2. any monies received may be placed in a suspense account for so long as the Bank thinks fit without any obligation to apply the same or any part thereof towards discharge of such monies or liabilities and in the event of any proceedings in or analogous to bankruptcy, winding up, liquidation, composition or arrangement, the Bank may prove for and agree to accept any composition in respect of the whole or any part of such monies and liabilities; and
3. any monies or liabilities received from any person or estate capable of being applied towards discharge of such monies or liabilities shall be regarded for all purposes as payments in gross and if a bankruptcy order shall be made against any person liable to the Bank or an order be made or an effective resolution be passed for the winding up of any corporation liable to the Bank, the Bank may prove for the whole of the monies and no monies received under such proof shall be considered as received under these Terms and the Security Documents (as applicable) but the full amount owing shall be payable until the Bank has received from all sources 100 cents in the dollar.

18.1 If the Bank determines that, as a result of:

1. the introduction of or any change in, or in the interpretation or application of, any law (which shall for this purpose include any removal or modification of any exemption currently in force in your favour); or
2. compliance by it with any law or regulation made after the date of these Terms:
   ‍
   • the cost to the Bank of maintaining the GXS FlexiLoan Biz and/or of making, maintaining or funding any drawing or overdue sum is increased;
   • any sum received or receivable by the Bank or the effective return to it under these Terms and/or the Security Documents is reduced (except on account of tax on its overall net income); and/or
   • the Bank makes any payment (except on account of tax on its overall net income) or foregoes any interest or other return on or calculated by reference to the amount of any sum received or receivable by it under these Terms and/or the Security Documents, you shall indemnify the Bank against that increased cost, reduction, payment or foregone interest or other return and, accordingly, shall from time to time on demand (whenever made) pay to the Bank the amount certified by it to be necessary so as to indemnify it.

19.1 The table below sets out the meaning of the following capitalised words when used in this Section B (GXS FlexiLoan Biz).

‍

"drawdown"

means your borrowing of funds from the GXS FlexiLoan Biz.

‍

"GXS FlexiLoan Biz"

means a revolving line of credit offered by the Bank to you subject to these Terms, from which multiple loans may be drawn down by you with each loan to be repayable in monthly instalments.

‍

"loan"

means such part of the GXS FlexiLoan Biz drawn down by you.

‍

"Material Adverse Effect"

means a material adverse effect on or a material adverse change in:
(a) the financial condition, assets, prospects or business of any Obligor or the Obligors taken together;
(b) the ability of any Obligor to perform and comply with its obligations under these Terms, the terms of any
Security Document or any relevant transaction document with the Bank; or
(c) the validity, legality or enforceability of these Terms, the terms of any Security Document or any relevant
transaction document with the Bank.

‍

"Obligor"

means you or any Security Provider.

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"outstanding loan"

means a loan which has not been repaid.

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"Security"

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

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"Security Document"

includes all and any of the documents from time to time created or executed in the Bank’s favour as security and/or guarantee for or in respect of the moneys and liabilities owing to the Bank pursuant to or in connection with the GXS FlexiLoan Biz.

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"Security Provider"

includes any guarantor, any party to a Security document (other than you and the Bank), any surety or any indemnifier for or in respect of the moneys and liabilities owing to the Bank pursuant to or in connection with the GXS FlexiLoan Biz.

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"uncommitted loan"

means your GXS FlexiLoan Biz is subject to review by the Bank at any time in our discretion, and the Bank has the right to revise the terms of your GXS FlexiLoan Biz (including the credit limit, interest rate or tenure), and terminate, reduce, suspend or cancel the GXS FlexiLoan Biz without giving any reasons.

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GXS Bank Pte. Ltd. (202005626H)