- 1.1 The terms and conditions set out in this Sgcarmart Smart Loan General Terms of Service (“TOS”) (formerly known as “Sgcarmart Car Loan”) govern the access to and use of SGCM’s Website and any associated software provided by SGCM (“SGCM” and references herein to “we”, “us”, or “our” are to SGCM unless the context requires otherwise) in connection with your application of motor vehicle loans under the Sgcarmart Smart Loan (formerly known as “Sgcarmart Car Loan”) (“MVF Application”) (“MVF Application Service”) (collectively, the “Platform”).
- 1.2 Please read these TOS carefully. By clicking on or checking (as the case may be) on the “I accept”, “Submit” or similar button at the end of the MVF Application on the Platform, and your continued use and access of the MVF Application Service shall constitute your acceptance and agreement to be legally bound by these TOS and that these TOS shall be enforceable like any written contract signed by you. If you do not agree to all of these TOS, please discontinue your access and use of the MVF Application Service. If you are below 18 years of age, you shall not be eligible to make any MVF Application.
- 1.4 Your access and use of the MVF Application Service will also be subject to other terms and conditions guidelines and other policies which we may implement, update and vary from time to time (including the Website Conditions, and if applicable the Members Conditions) (“Additional SGCM TOS”). Such Additional SGCM TOS will be made available to all you via the Platform, and will form an integral part of these TOS. In the event of any conflict, inconsistency or ambiguity between these TOS and any Additional SGCM TOS in respect of the MVF Application Service, these TOS shall prevail to the extent of such inconsistency or ambiguity.
- 1.5 We reserve the right, in our sole and absolute discretion, to amend or vary these TOS at any time. We will use commercially reasonable efforts to ensure that you are notified of any amendments to these TOS, including posting the amended TOS on the Website and updating the “Last Updated” date at the top of these TOS. You should regularly check these TOS for any amendments, and your continued use and access of the MVF Application Service after any such changes shall constitute acceptance of the latest TOS – if you do not agree to the amended TOS, you must stop accessing and using the MVF Application Service.
- 1.6 For the avoidance of doubt, references herein to “TOS” shall include these TOS as amended from time to time by us as well as the Additional SGCM TOS.
2. Definitions and Interpretation
- 2.1 All defined terms in the Website Conditions apply to these TOS unless specifically defined in these TOS.
- 2.2 In these TOS:
- (a) references to Clauses are to the clauses herein;
- (b) the headings are for convenience only and shall not affect the interpretation of these TOS;
- (c) unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; and words denoting any gender shall include all genders; and
- (d) the expression “person” means any individual, corporation, partnership, association, limited liability company, trust, governmental or quasi-governmental authority or body or other entity or organisation.
3. Warranties / Know-Your Customer Checks
- 3.1 By accessing or using the MVF Application Service, you represent and warrant that:
- (a) if you are an individual, you are 18 years old or older and have full legal capacity and authority to enter into a binding contract. If you are under 18 years old, please do not send any personal data about yourself to us; or
- (b) if you are a corporate entity (including corporations, limited liability partnerships or partnerships), (i) the person(s) accessing or using the MVF Application Service for and on behalf of such corporate entity has the requisite power and authority to bind such corporate entity to these TOS, (ii) these TOS constitute legally binding obligations of such corporate entity, and (iii) such corporate entity shall be responsible for the access and/or use of the MVF Application Service by all of its officers, employees, agents, contractors and/or other representatives.
4. Collection, Use and Disclosure of Personal Data
5. Use of the MVF Application Service
- 5.1 You acknowledge and agree that:
- (a) Your submission of a MVF Application via the MVF Application Service does not guarantee in any way that you will be granted the relevant motor vehicle financing by any Financing Partner. Any offer made by any Financing Partner to provide such motor vehicle financing, and the terms and conditions of such financing, shall be at the sole and absolute discretion of the Financing Partners.
- (b) You shall not be entitled to choose which Financing Partner your MVF Application will be submitted to, or (if applicable) which Financing Partner will provide the relevant motor vehicle financing applied for to you.
- (c) After submitting the MVF Application via the MVF Application Service, you may be directed to the website(s) of the relevant Financing Partner(s). Please refer to Clause 7 below.
- (d) If a Financing Partner makes an offer to provide the relevant motor vehicle financing to you upon processing your MVF Application, you must elect whether to accept such offer within the timeline prescribed by the Financing Partner in the manner prescribed by the Financing Partner in accordance with the relevant Third Party Material of such Financing Partner. If you do not elect to accept such offer within the prescribed timeline, the offer shall lapse and shall not be capable of acceptance. If you accept such offer within the prescribed timeline in the prescribed manner, you will be required to enter into separate and independent motor vehicle financing agreements with the Financing Partner (“Separate Financing Contracts”) and be bound by such terms and conditions as may be prescribed by the Financing Partner.
- (e) In providing the MVF Application Services, we do not provide (and shall not be deemed to provide) any representation, warranty and/or guarantee in respect of the Financing Partners of any nature, and we do not provide endorsement and/or recommendation of any the Financing Partners and/or their products and/or services. Our provision of the MVF Application Services shall not constitute the provision of any financial advisory services of any nature and you are advised to seek independent counsel in respect of any financial or other matters.
You further expressly acknowledge and agree that we only provide the MVF Application Service facilitate the submission of your MVF Application to the Financing Partners, and we shall have no liability of any nature to you in connection with the offer, acceptance, entry and/or performance of any motor vehicle financing (including under any Separate Financing Contracts) provided (or not provided) by the Financing Partners.
Without prejudice to the generality of Clause 9.4 below, we shall have no obligation, liability or responsibility to provide any assistance of any nature in connection with any dispute, action, claim and/or proceeding which you may have with any of the Financing Partners arising from your use of the MVF Application Service.
- 5.2 You must comply with these TOS (including the Additional SGCM TOS) and the applicable laws in accessing and/or using the MVF Application Service. In particular, without prejudice to any provision set out in the Additional SGCM TOS, you agree:
(a) to ensure that all information which you submit in your MVF Application is up-to-date, true, accurate, complete and not misleading. For the avoidance of doubt, you shall, upon becoming aware that any information submitted in your MVF Application is no longer up-to-date, true, accurate, complete, or is misleading, write in to us at [[email protected]] to update us accordingly;
- (b) to ensure that, if any personal data of any other individual is included in your MVF Application, you have duly and validly obtained such individual's consent for our collection, use and/or disclosure for the Purposes in accordance with the applicable personal data protection laws;
- (c) not do any act (or omit to do any act) to disrupt or adversely interfere with the features, functions or use of the MVF Application Service, including hacking the Platform;
- (d) not to bypass any measures which we implement to restrict access to the MVF Application Service;
- (e) not to (whether directly or indirectly) modify, adapt, copy, frame, scrape, rent, lease, license, transfer, loan, sell, distribute, publish, upload, display, transmit or create derivative works in respect of the Platform and/or the MVF Application Service in whole or in part and in any manner or form;
- (f) not to (whether directly or indirectly) use any data mining, robots, crawl, scrape, cache or use other similar data gathering or extraction methods to collection information from the Platform (including using automated scripts) and/or the MVF Application Service. You further acknowledge and agree that you have no right to have access to any aspect of the Platform and/or the MVF Application Service in source-code form, and agree not to copy, modify, adapt, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, algorithm, methods or techniques embodied in the technology used by us, and/or sell, assign, sublicense, or otherwise transfer any right in such technology;
- (g) not use the Platform and/or the MVF Application Service to upload, transmit, store, distribute or otherwise make available any files containing viruses, trojans, worms, or other types of malware, spyware or other malicious material; and/or
- (h) not use any of the names and/or proprietary marks or any other Intellectual Property Rights (as defined below) of SGCM and/or the Financing Partners, or any other person.
- 5.3 Without prejudice to any other provision set out herein and/or any Additional SGCM TOS, in the event that you engage in any activity in connection with the MVF Application Service which:
- (a) we, in our sole discretion, deem objectionable for any reason;
- (b) we, in our sole discretion, deem to be in breach of these TOS;
- (c) infringes any Intellectual Property Rights (as defined below) or other rights of any other person,
we reserve the right to remove, disable, block or limit your access and use of the MVF Application Service without any notice or liability of any nature to you. Further, we will notify the Financing Partners and the Financing Partners may take such action which they deem appropriate without any liability of any nature to you.
- 5.4 You expressly acknowledge and agree that:
- (a) we may generate and increase revenues, goodwill and value from your access and/or use of the MVF Application Service, including by way of advertisements and fees; and
- (b) you shall have no right to share in any such revenue, goodwill and/or any other value derived from your use of the MVF Application Service, or to receive any other consideration or monetization from your access and/or use of the MVF Application Service from us or any other third party.
- 5.5 You agree that when you use the MVF Application Service, you are doing so at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. All views, values, and/or opinions contained in the content available on the Platform in connection with the MVF Application Service do not represent our views, values and/or opinion. We do not make any representations and/or warranties (whether express or implied) or guarantee that any content available on the Platform in respect of the MVF Application Service is accurate, authentic, complete and/or up-to-date. We shall have no liability of any nature whatsoever to your or any other person for the content available on the Platform in connection with the MVF Application Service, including but not limited to any errors or omissions in any content, or any loss or damage of any kind incurred in connection with the use of or exposure to any content posted, emailed, accessed, transmitted, or otherwise made available via the MVF Application Service.
- 5.6 You shall solely be responsible for maintaining the necessary computer equipment, internet connections and telecommunication charges that may be required to access and/or use the MVF Application Service.
- 5.7 Notwithstanding anything contained herein, we reserve the right to remove, disable, block or limit access by you to the MVF Application Service, at our discretion at any time without notice and with or without reason, with no liability of any nature whatsoever to any person.
6. Intellectual Property Rights
- 6.1 Our Intellectual Property Rights
- 6.1.1 Without prejudice to the Additional SGCM TOS:
- (a) The text, graphics, user interfaces, visual interfaces, sounds, artwork, designs, and computer code (and any Intellectual Property Rights relating thereto) on the Platform relating to the MVF Application Service is owned and/or licensed by us and the design, structure, selection, coordination, expression, look and feel and arrangement on the Platform relating to the MVF Application Service is protected by copyright, patent and trademark laws, and various other intellectual property laws.
- (b) By using the MVF Application Service, you will not acquire any right, title or interest in or to the Intellectual Property Rights except for the license to use the Platform and/or MVF Application Service pursuant to these TOS. For the avoidance of doubt, all goodwill generated from your access and/or use of the MVF Application Service will inure to our exclusive benefit.
- (c) Any access and/or use of the MVF Application Service not expressly permitted herein are prohibited without prior permission from us, and we reserve all rights not expressly granted herein.
- 6.1.2 For the purposes of these TOS, “Intellectual Property Rights” means all intellectual property rights (whether registered or not) including, but not limited to, registered and unregistered trademarks, domain names, service marks, brand names, certification marks, trade dress, logos, slogans, trade names, corporate names, together with the goodwill associated therewith, copyright (including rights in computer software), patents, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) which may now or in the future subsist anywhere in the world.
- 6.2 Feedback
If you provide us with any suggestions, comments, improvements, ideas or other feedback in respect of the MVF Application Service (“Feedback”), you agree that:
- (a) such Feedback is provided on non-confidential basis;
- (b) you irrevocably, unconditionally and absolutely (i) assign for no consideration ownership of all Intellectual Property Rights subsisting in that Feedback to us and expressly acknowledge and agree that we can use, adapt, share, create derivative work and/or exploit such Feedback for any purpose and in any manner in our sole and absolute discretion, (ii) waive any and all moral rights and/or any other rights of privacy, publicity or other similar rights in connection with such Feedback, and (iii) waive any and all rights to receive any income or consideration from us in respect of such Feedback; and
- (c) we shall not be under any obligation to review, consider, implement or respond to such Feedback.
- 6.3 Third Party Intellectual Property Rights
All Intellectual Property Rights contained in any Third Party Materials (including service names and logos used and displayed via the Platform) are owned or licensed by the relevant third party, and you shall not acquire any right, title or interest in or to such Intellectual Property Rights.
7. Third Party Materials
- 7.1 You may need to access Third Party Materials, including Third Party Materials of the Financing Partners, in connection with the MVF Application. References or links to Third Party Materials on the Platform do not constitute any endorsement or recommendation by us of such Third Party Materials. For the purposes of these TOS, “Third Party Materials” means any website (or links to websites), product, service, information, advertisement or other materials which are not owned or controlled by us which are accessible to you via or through the Platform.
- 7.2 When you access Third Party Materials, you do so entirely at their own risk.
- 7.3 You hereby represent and warrant that you have or will read and agree to be bound by all applicable policies of any Third Party Materials relating to the use of their services and act in accordance with those policies, in addition to your obligations under these TOS. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Materials (including any error, omission or inaccuracy therein).
- 7.4 In addition, we will not and cannot monitor, verify, censor or edit the content of any Third Party Materials. You expressly indemnify fully and hold harmless us from any and all liability arising from your use and/or reliance on any Third Party Materials.
8. Updates, Modifications and Availability
- 8.1 We reserve the right, in our sole and absolute discretion to modify, upgrade, suspend, discontinue (whether temporarily or permanently) any features and functions of the Platform in respect of the MVF Application Service from time to time, and reserve the right to make any upgrades, updates, modifications and changes to the same as it deems fit. You understand that such upgrades or changes may result in interruption, modification, disruption, failure, delay or discontinuation of the MVF Application Service or any function or feature thereof.
- 8.2 You acknowledge that you access and use the MVF Application Service at your own risk and that we shall have no liability, responsibility or obligation for any interruption, modification, disruption, failure, delay, suspension or discontinuation in respect of the MVF Application Service, or any function or feature thereof for any reason whatsoever.
- 8.3 Notwithstanding any other provision contained herein, we reserve the right to modify, suspend, withdraw, limit, restrict or remove access and/or use of all or any part of the MVF Application Service at any time for any reason (including business and/or operational reasons) without notice without any liability of any nature to any person.
- 8.4 We shall not be responsible nor liable to you or any person for the delay or inability to use the MVF Application Service and/or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform and/or the MVF Application Service, or otherwise arising out of the use of the Platform and/or the MVF Application Service, whether based on contract, tort, negligence, strict liability or otherwise.
9. Limitation of Liabilities
- 9.1 You expressly agree that, to the maximum extent permitted by applicable law, we provide the MVF Application Service on an “as is” and “as available” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, unless specifically provided otherwise.
- 9.2 Without limiting the foregoing, we make no guarantee, representation or warranty in any respect that:
- (a) the MVF Application Service will meet your requirements or expectations;
- (b) your access and/or use of the MVF Application Service will be uninterrupted, timely, free of viruses or other harmful components, secure or error-free;
- (c) the information and/or results that may be obtained from the use of the MVF Application Service will be effective, accurate, complete, error-free or reliable;
- (d) the use of the MVF Application Service is compatible with any hardware or other software or equipment; and/or
- (e) any errors or defects in the MVF Application Service will be corrected.
No information, whether oral or written, obtained by you from your access and/or use of the MVF Application Service shall create or constitute any warranty expressly excluded in these TOS unless otherwise specified.
- 9.3 Further, we neither warrant nor make any representations regarding the quality, correctness, accuracy or completeness of any data, information or service provided pursuant to the MVF Application Service.
- 9.4 Your interactions and transactions with organisations and/or individuals (including the Financing Partners) found on or through the MVF Application Service, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should conduct whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. In the event that you have a dispute with any Financing Partner or other third parties, we, our shareholders, subsidiaries, officers, directors, employees, agents and successors shall have no obligations and/or liabilities in respect thereof, and you hereby expressly release and waive any rights you have or may have against us, our shareholders, subsidiaries, officers, directors, employees, agents and successors in relation to any claims, demands, losses and/or damages (actual and consequential), costs and/or expenses of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such dispute.
- 9.5 We will not be liable for any loss that you may incur as a consequence of any use of the MVF Application Service save for any fraud on our part.
- 9.6 Without prejudice and in addition to Clauses 8.2 and 8.4 above, we shall not be held responsible for non-availability of the MVF Application Service during periodic maintenance operations or any unplanned suspension of access to the MVF Application Service that may occur due to technical reasons or for any reason beyond our control. You understand and agree that any material or data downloaded or otherwise obtained through the MVF Application Service is done entirely at your own discretion and risk, and that you will be solely responsible for any damage to your computer systems or loss of data that results from the download of such material or data.
- 9.7 Subject to these TOS, we, our shareholders, subsidiaries, officers, directors, employees, consultants, agents and/or successors, shall not under any circumstances be liable to you or any third party for any:
- (a) loss of profits (whether incurred directly or indirectly);
- (b) loss of data;
- (c) loss of opportunity;
- (d) loss of goodwill;
- (e) loss of business, business reputation, business interruption and/or or business opportunity;
- (f) loss or damage incurred arising from (i) any reliance placed on you on the completeness, accuracy or existence of any information made available via the Platform and/or the MVF Application Service, (ii) any modifications to the Platform and/or the MVF Application Service, and/or (iii) your failure to comply with these TOS; and/or
- (g) special, incidental, indirect, consequential, exemplary or punitive loss or damages of any kind or nature,
arising out of or in connection with your use of or access to the MVF Application Service (including your MVF Application) however such loss or damage was caused and whether or not we have been advised or should have been aware of the possibility of any such losses.
- 10.1 Without prejudice, and in addition to, any other indemnification rights set out herein, you hereby fully indemnify, defend and hold us and our shareholders, subsidiaries, officers, directors, employees, consultants, agents and/or successors harmless promptly upon written demand against any claims, liabilities, losses, damages, costs and/or expenses which any of the indemnified parties may incur or suffer arising from or in connection with (a) your use of the MVF Application Service, (b) any breach of your warranties contained herein, (c) your omission, breach or default of these TOS, and/or (d) the breach of any rights of a third party arising from your act(s) or omission to act(s), including any Intellectual Property Rights.
- 10.2 The indemnification right set out in Clause 10.1 shall be in addition to any rights or remedies which we may have under these TOS and/or the applicable laws.
11. Term and Termination
- 11.1 These TOS shall take effect upon the earlier of your access and/or commencement of the use of the MVF Application Service and will remain in full force and effect for as long as you continues to access and use the MVF Application Service. These TOS shall continue to apply until terminated upon you ceasing to access and/or use the Platform and/or the MVF Application Service, and/or (if applicable) the termination of your Account for any reason whatsoever, whichever is the earlier. If you object to these TOS or are dissatisfied with the MVF Application Service, your only recourse is to stop accessing or using the MVF Application Service.
- 11.2 Notwithstanding anything in this Clause, these TOS will survive indefinitely unless and until we choose to terminate them. We further reserve the right to remove and delete any data and content submitted to us as part of the MVF Application Service but may preserve your transaction details for purposes of tax, legal or regulatory compliance to the extent permitted under the applicable laws. We may refer any suspected fraudulent, abusive or illegal activity that may be grounds for such suspension, discontinuance, termination or modification to the appropriate law enforcement authorities.
- 11.3 You agree that any breach by you of these TOS may cause irreparable harm to us for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that it deems necessary or appropriate in such circumstances. Such remedies shall be in addition to any other remedies that we may be entitled to under these TOS and/or at law or in equity. If we take any legal action against you, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action (on a full indemnity basis), in addition to any other relief that may be granted.
- 11.4 Upon termination of these TOS, your access and right to use the MVF Application Service and other related rights hereunder shall terminate. Save for any obligations which are expressed to survive, each party's further rights and obligations shall cease immediately, provided that such termination shall not affect a party's accrued rights and obligations as at the date of such termination.
- 11.5 Notwithstanding any suspension or restriction from the MVF Application Service, you shall remain liable to fulfil all transactions and pay for such transactions that you have already committed to prior such suspension or restriction subject to the applicable terms and conditions governing such transactions.
- 11.6 For the avoidance of doubt, the termination of these TOS shall not affect any provision specified herein expressed or intended to survive the expiry or termination of these TOS, including but not limited to Clauses 2 (Definitions and Interpretation), 5.1(e), 5.4, 5.6, 6 (Intellectual Property Rights), 7 (Third Party Materials), 8.2, 8.3, 9 (Limitation of Liabilities), 10 (Indemnification), 11 (Term and Termination), 12 (Notices), 13 (Miscellaneous), 14 (Governing Law and Dispute Resolution) and 15 (Third Party Rights).
- 12.1 All notices from us will be served by email to your registered email address or by general notification on the Platform.
- 12.2 If you have any questions concerning these TOS or any notice provided by us pursuant to these TOS should be sent to: [email protected]
- 13.1 These TOS constitute the entire agreement between the Parties concerning the MVF Application Service and supersedes all previous terms and conditions, understanding, representations and warranties relating to the same.
- 13.2 You shall not assign, transfer, charge or otherwise deal with all or any of your rights and obligations under these TOS nor grant, declare or dispose of any right or interest in it to any third party. Our rights and obligations under these TOS may be assigned or transferred to any affiliate or third party without your consent. For the avoidance of doubt, these TOS shall be binding on the legal successors and permitted assigns of each party.
- 13.3 Each provision of these TOS is intended to be severable from the others so that if any provision or term hereof is held to be illegal or invalid for any reason whatever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms of these TOS.
- 13.4 No failure on our part to exercise, and no delay on its part in exercising, any right or remedy under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these TOS are cumulative and not exclusive of any rights or remedies provided by law.
- 13.5 Save as otherwise specifically provided in these TOS, we hereunder shall not be liable for any failures or delays in performing its obligations hereunder arising from any Force Majeure Event, and in the event of any such delay, the time for our performance shall be extended by the same duration as the duration of the period during which the performance is prevented or delayed by the Force Majeure Event. “Force Majeure Event” means any circumstance or event beyond the reasonable control of a Party, including any act of God, outbreak, or epidemic or pandemic of any kind, communicable and virulent disease, strike, flood, fire, embargo, boycott, act of terrorism, insurrection, war and hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion, revolution, insurrection, usurped power of civil war, explosion, civil disturbance (including riots, commotions or disorder), government action, shortage of gas, fuel or electricity, electrical outage, internet service disruptions, electronic system failure, interruption of transportation, governmental order, unavoidable accident, or shortage of labour or raw materials.
14. Governing Law and Dispute Resolution
Irrespective of the country from which you access or use the MVF Application Service, to the extent permitted by any applicable law, these TOS shall be governed and construed in accordance with the laws of Singapore without regard to choice or conflicts of law principles, and you hereby agree to submit to the exclusive jurisdiction of the courts of Singapore to resolve any claims or disputes which may arise in connection with these TOS.
15. Third Party Rights
Save for the right of the Financing Partners to enforce these TOS in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore, no person who is not a party to these TOS shall have the right to enforce any provision of these TOS under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise.