Access to the Website is granted by us subject to these Terms of Use. Please read these Terms of Use carefully. By accessing the Website, you agree to be bound by these Terms of Use. If you do not accept any of these Terms of Use, please discontinue your access immediately to this Website.

1. Definitions

1.1 In these Terms of Use, unless the context otherwise requires, each of the following terms shall have the respective meanings corresponding to it:

1.1.1 “Account” means an account assigned by Caerus Capital to a Registered User to access the Platform and use the Services;

1.1.2 “Borrower “means any corporation or limited liability partnership that satisfies the requirements in paragraph 3.1.2 and which is registered on the Platform for the purposes of obtaining loans or financial support from Investors;

1.1.3 “Business Days” means a day (other than a Saturday and Sunday) on which banks are open for general retail business in Singapore;

1.1.4 “Facility Documents” means any promissory note, contract or agreement and related documents to be executed by any Borrower and (if required) corresponding Investors in furtherance of such Borrower’s funding request under the Platform;

1.1.5 “Indemnified Parties “has the meaning ascribed to it in paragraph 11.2;

1.1.6 “Investor “means any individuals, corporations, limited liability partnerships, organizations, investment vehicles, associations or any other type of entity, whether or not incorporated that satisfies the requirements in paragraph 3.1.1and who is registered on the Platform for the purposes of providing loans or financial support, individually or collectively with other Investors, to Borrower(s);

1.1.7 “Marks “has the meaning ascribed to it in paragraph 8.2;

1.1.8 “Permitted Purposes” has the meaning ascribed to it in paragraph 9.4;

1.1.9 “Platform” means the online platform operated by Caerus Capital to provide the Services to Registered Users through the Website;

1.1.10 “Platform Content” means any information, software, products or services (including the Services) obtained from the Platform;

1.1.11 “Registered User” means any User who has been successfully registered by Caerus Capital to use the Services;

1.1.12 “Registration Information” means such information and/or documents required of a User as may be listed on the Website, or otherwise required by Caerus Capital from time to time, and which must be uploaded onto the Website during the registration process;

1.1.13 “Relevant Individuals” has the meaning ascribed to it in paragraph 9.1;

1.1.14 “Services” means the provision by Caerus Capital of an online marketplace through the Platform where Investors and Borrowers may interact for the purposes of providing and receiving respectively, loans or financial support pursuant to the terms of the Facility Documents, and includes such assistance provided by Caerus Capital to both Investors and Borrower to effect the arrangements under the Facility Documents, and any addition, modification, suspension or termination of the foregoing, as stipulated by Caerus Capital from time to time;

1.1.15 “Software” has the meaning ascribed to it in paragraph 8.5;

1.1.16 “Terms of Use” means the terms and conditions contained herein, as may from time to time be amended, supplemented and/or

1.1.17 “User”, “You” or “Your” means any person using the Website whether as a visitor, or a Registered User, being an Investor or Borrower;

1.1.18 “User Content” has the meaning ascribed to it in paragraph 4.4;

1.1.19 “Caerus Capital”, “Our”, “Us”, or “We “refers to Caerus Capital Ltd.; and

1.1.20 “Website “means this website: www.Caerus Capital.sg.

1.2 Unless the context otherwise requires:

1.2.1 “person” refers to a firm, a body corporate or an unincorporated association;

1.2.2 any reference to any legal entity or individual persons includes, where appropriate, a reference to its authorized agents, delegates, successors or nominees;

1.2.3 words importing the singular include the plural and vice‑versa; and

1.2.4 words importing a gender will include all other genders.

2. General

2.1 All access to and use of the Website, Platform, Platform Content and the Services provided on the Platform shall be governed by these Terms of Use. By accessing the Website or using the Services, you accept and agree to be bound by these Terms of Use in their entirety. We may make changes to these Terms of Use from time to time and post a revised version on the Website, which shall be effective immediately upon such posting but are under no obligation to notify you by any means whatsoever of such revisions. Your continued access to the Website or use of the Services after the revised Terms of Use have taken effect will constitute your unconditional acceptance of these Terms of Use (as revised).

2.2 By clicking “Accept”, “Agree”, “Submit” or “Continue” when prompted on the Platform in relation to these Terms of Use or any transaction relating to a Facility Document, you shall be deemed to have read, understood and agreed to the terms and conditions of these Terms of Use or (on the basis that you are named in it) the relevant Facility Document, and such act of clicking “Accept”, “Agree”, “Submit” or “Continue” shall also constitute an unconditional acceptance of these Terms of Use and a Facility Document (as the case may be) in accordance with Section 11 of the Electronic Transactions Act (Cap. 88).

3. Registration

3.1 In order to obtain access to the Services provided through the Platform, you must:

3.1.1 if you are proposing to be an Investor:

3.1.1.1 (if you are an individual) be not less than 18 years of age, and have legal capacity to enter into these Terms of Use;

3.1.1.2 (if you are a non-individual) be either an entity registered by the relevant regulatory authorities in Singapore, or a foreign entity, as may be approved by Caerus Capital; and

3.1.1.3 not be registered on the Platform as a Borrower.

3.1.2 if you are proposing to be a Borrower:

3.1.2.1 be a corporation or limited liability partnership registered with the Accounting and Corporate Regulatory Authority of Singapore, and have a bank account in Singapore;

3.1.2.2 not be registered on the Platform as an Investor; and

3.1.3 whether you fall under paragraph 3.1.1 or 3.1.2, be successfully registered by Caerus Capital on the Platform.

3.2 You are required to provide the Registration Information to enable Caerus Capital to carry out the registration process. Caerus Capital has the sole and absolute discretion whether or not to register you as a Registered User and create an Account for you.

3.3 By being a Registered User, you agree to receive communication (through any medium whatsoever) from Caerus Capital, which will include marketing materials such as newsletters, updates and promotions about the Services, Platform and/or the Website.

3.4 In applying to be registered with the Platform, you hereby represent, warrant, and undertake to Caerus Capital that:

3.4.1 all Registration Information furnished by you is true, accurate, current and complete;

3.4.2 (if you are registering as an individual) you will not register for more than one Account or register for an Account on behalf of a person other than yourself;

3.4.3 (if you are registering on behalf of a corporate entity or other organization) you have been provided with such consent and authorization to register with and access the Platform, operate the Account and use the Services on behalf of such corporate entity or other organization;

3.4.4 you are familiar with the functions of and understand and are capable of evaluating the risk factors in the mechanism of the Platform and in using the Services provided through the Platform, including the entering into of the Facility Documents;

3.4.5 prior to participating in any transaction in connection with any Services provided through the Platform, you have reviewed or have had the opportunity to review the relevant Facility Documents and fully understand the contents and the legal and financial implications arising from the Facility Documents;

3.4.6 where you are registering as a Borrower, all documents in relation to your full legal name and nature of entity (i.e.; corporation or LLP) furnished to Caerus Capital in respect of a transaction in connection with the Services provided through the Platform is true, accurate, current and complete; and

3.4.7 it is not illegal or unlawful for you to access the Website from the territory in which you are carrying out such access.

4. Access to platform

4.1 You will be responsible for all access to and activity on the Platform using your Account, even if the access is by another person without your consent. If you are a corporate entity or other organization, you shall be responsible for the use of such entity’s Account by your employee, sub­contractor, agent or other authorized persons.

4.2 Accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Platform from elsewhere other than Singapore, you do so on your own initiative and are responsible for compliance with local laws in the territory of access.

4.3 Caerus Capital reserves the right at any time, to change, modify, suspend or discontinue the whole or any part of the Platform or Services. You agree that Caerus Capital shall be entitled at any time, at its sole and absolute discretion and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Platform or the Services without assigning any reason thereof.

4.4 Caerus Capital does not represent, warrant or undertake that any information, data or other content that you store on or provide to the Platform (collectively “User Content”)will not be subject to inadvertent damage, temporary unavailability, corruption or loss. You shall be responsible for making archival copies of all User Content. To the maximum extent permitted by law Caerus Capital will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store, access or encrypt any User Content.

4.5 Caerus Capital reserves the right at any time, at its sole and absolute discretion and without prior notice to terminate or suspend your Account or restrict your access to the Platform if:

4.5.1 there is the reasonable suspicion that there is an unauthorized use of your Account, or where Caerus Capital suspects that your Account will be used for illegal, fraudulent or unauthorized purposes. Any breach of security, loss, theft or unauthorized use of your Account details must be notified immediately to Caerus Capital;

4.5.2 you have breached, or there is reasonable suspicion that you have breached any of these Terms of Use or any Facility Documents; or

4.5.3 any representation or warranty made by you under these Terms of Use or Facility Document is incomplete, untrue, incorrect or misleading.

4.6 For the avoidance of doubt, any existing obligations of an Investor or a Borrower under any Facility Documents which it is a party to will continue and shall not be extinguished by reason of the termination or suspension of such Investor’s or Borrower’s Account or restrictions to such Investor’s or Borrower’s access to the Platform pursuant to paragraph 4.5.

5. Use of platform

5.1 Your Account is personal to you and is not transferable.

5.2 By assessing the Website and/or using the Services provided through the Platform, you agree that you will not:

5.2.1 use the Platform in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

5.2.2 use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;

5.2.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform or express or imply that Caerus Capital endorses any statement you make;

5.2.4 interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available or violate any requirements, procedures, policies or regulations of such networks;

5.2.5 transmit or otherwise make available in connection with the Platform any virus, worm or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;

5.2.6 remove any copyright, trade mark or other proprietary rights notice from the Platform; or

5.2.7 as a result of your use of the Services provided through the Platform, be engaged in any business that is contrary to the laws of the time being of Singapore, including, but not limited to, the business of moneylending or in any activity that might constitute the business of moneylending under the Moneylenders Act (Cap. 188).

5.3 By assessing the Website and/or using the Services provided through the Platform, you further agree that you will not imitate, modify, copy, reverse engineer, disassemble, decompile, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell, in full or in part and in any way, the Platform, the Services or any Platform Content. Unauthorized modification and/or interference, misuse, abuse or unauthorized use of the Platform or the Platform Content may violate Caerus Capital' and/or third party owners' intellectual property rights, and may also be an offence under the Computer Misuse Act (Cap 50A). Notwithstanding the foregoing, Caerus Capital grants the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator's public online search service.

5.4 Caerus Capital neither assumes nor accepts liability for any loss or damage, (whether direct or indirect), howsoever caused, as a result of any computer viruses, Trojan horses, worms or similar items or processes arising from your use of the Website and/or Platform.

6. Information on the platform

6.1 The Website and the Platform are provided “as is” and on an “as available” basis. Caerus Capital gives no representation, warranty or undertaking, express or implied, to anyone in relation to the functionality or otherwise of the Website or the information and materials provided on the Platform.

6.2 Without prejudice to the generality of paragraph 6.1, Caerus Capital gives no representation, warranty or undertaking (as the case may be), express or implied, to anyone:

6.2.1 that the Website and/or the Platform will constantly be available or available at all in respect of viewing, transactions or otherwise;

6.2.2 that any individual function or feature of the Platform will be uninterrupted and/or error free;

6.2.3 that the Website and/or the Platform or the servers that make them available will be free of viruses, malware or other harmful components;

6.2.4 that the Website and/or the Platform will be compatible with all software and hardware or that it will be secure;

6.2.5 that the Website and/or the Platform are/isof satisfactory fitness or quality for any general or particular purpose;

6.2.6 that any defects on the Website and/or the Platform will be corrected immediately and promptly;

6.2.7 that the materials on the Platform are appropriate or available for use in locations outside Singapore;

6.2.8 that the information on the Website, Platform, marketing material or in any documentation that Caerus Capital prepares is complete, true, accurate, non-misleading, reliable or validity; or

6.2.9 any Borrower’s ability to pay or repay, or its credit worthiness.

6.3 The content and material available on the Website and/or through the Platform are for general informational purposes only. Nothing on the Website and/or the Platform constitutes or should be construed to constitute:

6.3.1 the making or offering to make or inducing or attempting to induce any person to enter into or to offer, a solicitation, an invitation, advice, recommendation or endorsement to buy or sell investments, securities, investment products or any other financial services; or

6.3.2 advice of any kind, whether being advice of an investment, legal, tax, risk assessment, financial nature, or otherwise.

For the avoidance of doubt, Caerus Capital does not and should not be construed as giving advice of any kind, in particular advice on investment products, securities, etc, by providing instructions to a User on how to use the Website, Platform and/or the Services available, or summaries of financial or business information concerning any particular Borrower produced from information provided by such Borrower.

7. Third Party Links

7.1 The Website and/or the Platform may contain links to other websites and online resources which are not maintained or operated by Caerus Capital. The use of such third party websites and resources is at your own risk. Caerus Capital is not responsible for and does not endorse the availability or contents of such third party websites or resources and shall not be liable for any damages or loss (including any computer viruses, Trojan horses, worms or similar items or processes), arising from the availability of contents of those third party websites or resources.

7.2 You agree that the Services may include advertisements which may be sent unsolicited to you. Your dealings with, or participation in promotions of, advertisers found on or through the Website and/or the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Caerus Capital shall not be responsible or liable for any loss or damage of any sort suffered or incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website and/or the Platform.

8. Intellectual Property Rights

8.1 Save as set out below, access to the Platform and/or use of the Services through the Platform does not grant, assign, transfer or constitute a license to you of any intellectual property rights over the Platform Content. Provided you keep intact all accompanying copyright and other proprietary notices, you shall be entitled to:

8.1.1 retrieve and display the Platform Content on any compatible device owned by you; and

8.1.2 retain a copy of the Platform Content for archival purposes.

8.2 The names, images and logos (“Marks”) identifying Caerus Capital or third parties and their products and services are subject to copyright, design rights and trademarks respectively, of Caerus Capital and/or third parties, and all rights to the Marks are expressly reserved by Caerus Capital or the relevant third parties. Nothing contained in these Terms of Use shall be construed as conferring by implication, estoppel or otherwise any license or right to use any trademark, patent, design right or copyright of Caerus Capital or any other third party, without the prior written consent of Caerus Capital or such third party. The name of Caerus Capital or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of Caerus Capital.

8.3 Caerus Capital and its affiliates and licensors own and retain all right, title and interest in and to (a) the Platform; (b) all hardware, software, and other items used to provide the Services; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

8.4 By submitting, posting or displaying content on or through the Platform, you grant Caerus Capital a worldwide, non-exclusive, royalty-free license to reproduce, adapt and publish such content on the Platform for the purpose of displaying, distributing, marketing and promoting the Platform or any other of our Services. You further grant to Caerus Capital an irrevocable non-exclusive royalty-free license to use such content, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including, but without limitation, the developing and/or enhancing and/or marketing of Services. Caerus Capital reserves the right to retain an archival record of all such content including those deleted or removed by you.

8.5 If you download any software, applications or script from the Platform, the software applications or script, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by Caerus Capital on a non­exclusive, non-transferable, and non-sub licensable basis for the sole purpose only of utilizing the Services in accordance with these Terms of Use. By allowing you to use the Software, Caerus Capital does not transfer title, ownership or any other rights to the Software to you. You own the medium on which the Software is recorded, but Caerus Capital retains full and complete title to the Software, and all intellectual property rights therein. Any Software downloaded from the Platform shall be at your own risk.

9. Personal Data Protection Act 2012 (Act 26 of 2012) (“PDPA”)

9.1 From time to time, Caerus Capital may collect from (a) Users, (b) third parties, including Relevant Individuals (as defined below) and/or (c) publicly available sources including credit bureaus personal data about the Users and (the following individuals collectively referred to as, “ Relevant Individuals”) related parties, including but not limited to the User’s beneficial owners, partners, directors, officers or authorized signatories, employees, customers, payors, payees, guarantors, other security providers and other natural persons related to User. Such personal data may include names, identification particulars, date of birth, contact details and other relevant personal information.

9.2 Information and data may also be generated in the ordinary course of the relationship with Caerus Capital, for example, through the use of an Account (on the Platform) or when a Relevant Individual gives instruction in respect of the facility in connection with a User. Such personal data may include, but is not limited to, signatures, answers to questions intended for security verification, emergency contact numbers or call back contact details.

9.3 Personal data of a Relevant Individual may be processed, kept, transferred or disclosed in accordance with the PDPA.

9.4 By the User’s continued dealing with, access of the Website and/or use of the Services, the User will be deemed to have consented (or obtained the consent of the Relevant Individuals) to the collection, use and disclosure of personal data of Relevant Individuals for the following purposes (the “Permitted Purposes”):

9.4.1 to administer your Account with Caerus Capital and provide Services to you including but not limited to the facilitating the transfer of funds for Registered Users, maintaining accurate “know your customer” information, to verify the identities or authorities of Users and/or their representatives who contact Caerus Capital or may be contacted by Caerus Capital, to carry out or respond to requests, questions or instructions from Users and/or their representatives, and to perform risk modelling or analysis;

9.4.2 to facilitate transactions in connection with the Services;

9.4.3 to comply with these Terms of Use and any other terms and conditions as may be stipulated by Caerus Capital from time to time and at any time;

9.4.4 to conduct credit and/or identity checks and sharing it with third parties to safeguard or protect Caerus Capital against instances of fraud or in the assessment of viability of Users to perform their obligations in relation to the Platform and/or the Services, and any other documents entered into or agreed to by such Users;

9.4.5 to carry out, monitor and analyze Caerus Capital’ business;

9.4.6 to send you marketing materials that you have agreed to receive pursuant to paragraph 3.3;

9.4.7 as part of any sales, mergers, or similar change of Caerus Capital’ business;

9.4.8 to comply with any applicable laws, rules, or regulations in any country; and

9.4.9 to detect, prevent and investigate fraud.

9.5 Personal data may be disclosed to the following entities (inside or outside Singapore) for the Permitted Purposes or any other purposes arising out of or in connection with any Permitted Purposes on a need to know basis:

9.5.1 any agent, contractor, or third party services provider who provides banking, remittance, administrative, mailing, telecommunications, call centers, business process, travel, visa, knowledge management, human resource, data processing, information technology, computer, payment, debt collection, credit reference checks or securities clearing or risk modelling or analysis or other services to Caerus Capital in connection with the business operations of Caerus Capital;

9.5.2 any person or entity working for Caerus Capital or is a part of Caerus Capital’ group companies and is under a duty of confidentiality to the disclosing Caerus Capital entity although only to the extent necessary to fulfill the relevant Permitted Purposes;

9.5.3 any person or entity to whom Caerus Capital is under an obligation or otherwise required to make disclosure pursuant to any applicable laws, including disclosure to courts, tribunals, and/or legal, regulatory, tax and government authorities;

9.5.4 any actual or proposed assignee of Caerus Capital or transferee of Caerus Capital’ rights in respect of the User, or all or any part of the assets or business of Caerus Capital;

9.5.5 any party giving or proposing to give a guarantee or third party security to guarantee or secure the obligations of the User;

9.5.6 any credit bureau (including without limitation Credit Bureau (Singapore) Pte Ltd) as well as the members of such credit bureau and other relevant third parties (e.g.; banks, financial intermediaries, insurers, reinsurers, escrow agents and other P2P platforms).

9.6 If you have given false or inaccurate information or we suspect fraud we will record this and may pass this information to fraud prevention and law enforcement agencies.

9.7 Caerus Capital will keep your personal data for no longer than is necessary for the Permitted Purposes or to meet legal and regulatory requirements.

​10. Acknowledgements & Disclaimers

10.1 You acknowledge that Caerus Capital and the Platform are not licensed or regulated by the Monetary Authority of Singapore. None of the Services constitutes or should be construed as an activity that would require licensing or regulation under any laws of Singapore.

10.2 You acknowledge that Caerus Capital’ role and business in providing the Services is limited to an administrative nature.

10.3 By lending as an Investor on the Platform, you will be and are lending entirely at your own risk. You retain complete control and discretion over the decision whether or not to make a loan or provide financial support to any Borrower and your participation in the Platform and Facility Documents issued through it. Caerus Capital gives no representation, warranty or undertaking to any Investor of the creditworthiness of any Borrower and Caerus Capital will not be liable to any Investor if any Borrower fails to fully repay any of its repayment obligations under any Facility Documents, including payment of any related interest, late charges, etc. Investors waive all their rights against Caerus Capital if they are unable to fully recover unpaid amounts lent or if the Investor does not receive expected returns from the loan or financial support, or in respect of any Services performed by Caerus Capital through or in connection with the Platform.

10.4 Caerus Capital gives no representation, warranty or undertaking to any Borrower that the Services will enable any Borrower to receive from Investors the full amount requested to be funded or that there will be any Borrower for any Investor to lend to on the Platform.

10.5 Caerus Capital accepts no responsibility and disclaims all liability for any information about any Borrower made available to Investors through the Platform. Caerus Capital may, from time to time, but accepts no obligation to, require Borrowers to update or amend their information.

10.6 By being an Investor, you shall not rely on any information contained in the Platform in making a loan or financial support or other decision but shall undertake your own research, analysis, assessment of each Borrower to form your own opinion, and obtain specific professional advice as you consider necessary or appropriate before entering into any Facility Documents.

10.7 You acknowledge that you are solely responsible for understanding and complying with your tax obligations (including the payment of all taxes imposed by relevant authorities on any interests received) in all jurisdictions in which those obligations arise and relating to use of the Services. Caerus Capital does not provide tax advice and is not responsible for your tax obligations in any jurisdiction which may arise as a result of your use of the Services. You shall obtain independent legal, tax and financial advice as you consider necessary or appropriate before entering into any Facility Documents.

​11. Limitation of liability & indemnity

11.1 To the maximum extent permitted by law, Caerus Capital hereby expressly excludes all conditions, warranties and other terms that might otherwise be implied by law into these Terms of Use.

11.2 Without prejudice to any limitation of liability by Caerus Capital as may be provided in the other paragraphs in these Terms of Use, Caerus Capital, and all of its subsidiaries, affiliated companies, directors, officers, agents, partners, and employees (collectively the “Indemnified Parties”), shall not be liable to any person, including, but not limited to, Users, for any direct, indirect, punitive, incidental, special, consequential damages, losses, expenses, liabilities under any causes of action or any damages whatsoever, including, without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether, but not limited to, revenue or anticipated profits) or losses to third parties, arising out of or in any way connected with:-

11.2.1 the use or performance of the Platform or Services;

11.2.2 any authorised use of your Account;

11.2.3 the delay or inability to use the Platform or Services;

11.2.4 the provision of or failure to provide the Platform or Services;

11.2.5 any use/misuse of Platform Content and related graphics obtained through the Platform or Services;

11.2.6 any reliance on any statement, opinion, representation, warranty or information on the Platform or Services;

11.2.7 the information about a Borrower made available to Investors through the Platform; or

11.2.8 otherwise arising out of the use of the Platform or Services,

whether based on contract, tort, strict liability or otherwise, except where such loss or damage arises was caused by the negligence, wilful default or fraud of Caerus Capital.

11.3 If Caerus Capital is liable to any User for damages, losses, expenses or other liabilities of the scope set out aforesaid in paragraph 11.2, Caerus Capital' aggregate liability to affected Users in respect of the same (whether in contract, tort, strict liability or otherwise including, without limitation, negligence, willful default, fraud or otherwise) shall not exceed the total amount (if any) of fees and charges paid by such Users to Caerus Capital in the 6 months’ period immediately preceding the time such liability arose. For the avoidance of doubt, Caerus Capital shall have no liability hereunder to any User where such User has not paid any fees or charges to Caerus Capital.

11.4 Without prejudice to the other provisions herein, each User hereby severally undertakes to indemnify and keep the Indemnified Parties indemnified at all times from and against all actions, proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers, unauthorized or illegal access to computers (including but not limited to hacking), property damage or pecuniary 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 Platform or Services by such User, whether or not such access or use was authorized or whether it was due to any act or omission on its part, the breach of these Terms of Use by such User, the violation by such User of any rights of another person or entity or the breach by such User of any statutory requirement, duty or law.

​12. Confidentiality

12.1 You agree to maintain strict confidence and secrecy of all information of a proprietary or confidential nature that you receive, through the Platform, the Website and pursuant to the Facility Documents.

12.2 Your obligation in paragraph 12.1 shall not apply to:

12.2.1 any information which is required to be disclosed by you pursuant to any applicable legal requirement or legal process issued by any court or any competent government authority or rules or regulations of any relevant regulatory body;

12.2.2 any information which is or becomes generally known to the public, other than by reason of a breach by you of this paragraph 12;

12.2.3 any information which you are required to be disclosed pursuant to any applicable laws; and

12.2.4 any information disclosed by a User to its lawyers, auditors and bankers or other financiers, on a need-to-know basis and provided that such disclosure is on the basis that such recipients of the information comply with this paragraph 12.

​13. Force Majeure

13.1 Caerus Capital shall not be in breach of these Terms of Use, nor be liable for any failure or delay in the performance of any other obligations under these Terms of Use arising from or attributable to acts, events, omissions, accidents beyond its reasonable control, including but not limited to any of the following:

​13.1.1 acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

13.1.2 war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

13.1.3 acts of any government or authority;

13.1.4 terrorist attack, civil war, civil commotions or riots;

13.1.5 any labour disputes, including but not limited to strikes, industrial action or lockouts;

13.1.6 nuclear, chemical or biological contamination or sonic boom;

13.1.7 fire, explosion or accidental damage;

13.1.8 interruption or failure of utility service, including but not limited to electric power, gas or water;

13.1.9 collapse of building structures, failure of plant machinery, machinery, computers or vehicles; and/or

13.1.10 any interruption to the Platform or Services outside the reasonable control of Caerus Capital.

13.2 If any such delay or non- performance continues for a period in excess of 30 calendar days, Caerus Capital shall have the right to terminate these Terms of Use by giving Users7 Business Days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

​14. Notices and Communications

14.1 All notices, demands or other communications by Caerus Capital to a User under these Terms of Use or the Platform may be sent in any manner or medium whatsoever, including, without limitation, through the internal messaging system of the Platform, by updating the User’s dashboard on the Platform, through the posting of any revised Terms of Use, delivered personally, sent by prepaid registered post with recorded delivery, by facsimile transmission, by electronic mail, by telephone calls or through the short messaging system (“SMS”), addressed to the User at its address, its facsimile number, its telephone number, its email address given in the Registration Information, or through the Website. Any such notice, demand or communication by Caerus Capital to a User shall be deemed to have been duly served immediately upon transmission, sending or updating, as the case may be.

14.2 Any notices or other communication by a User to Caerus Capital under these Terms of Use or the Platform must be in writing and sent by prepaid registered mail, to the address of Caerus Capital The address of Caerus Capital shall be its address stated in the “Contact Us” of the Website, or as from time to time notified by Caerus Capital to the User. Any such notice, demand or communication by a User to Caerus Capital shall be deemed to have been duly served upon actual physical receipt of the same by Caerus Capital.

​15. Relationship between Caerus Capital and User

Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between Caerus Capital and a User.

​16. Assignment

These Terms of Use and any rights or obligations of a User may not be transferred or assigned by any User, but may be transferred or assigned by Caerus Capital without the need for consent.

​17. Severance

If any provision of these Terms of Use or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.

​18. Contract (Rights of Third Parties) Act (Chapter 53B)

The Contracts (Rights of Third Parties) Act (Chapter 53B) will not under any circumstances apply to these Terms of Use. Further, except for Caerus Capital, the Indemnified Persons and Registered Users, no other person will have any right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce this Agreement or have the benefit of any of its terms.

​19. Governing Law & Jurisdiction

These Terms of Use are governed by the laws of Singapore and Users irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in order to settle or resolve any dispute which may arise out of or in connection with these Terms and Conditions. In connection therewith, Users irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying by Caerus Capital of the venue of any such dispute in any such court or that any such dispute brought in any such court has been brought in an inconvenient forum.