DATAPOOL (S) PTE LTD

a wholly owned subsidary of
DP Information Network Pte Ltd

HOME

TERMS & CONDITIONS FOR PLACEMENT

Unless otherwise agreed and confirmed in writing by the Service provider, IT IS HEREBY AGREED between the parties that the following terms and conditions are deemed to be valid, replacing any other conditions issued previously, either by the Service Provider, only these terms and conditions are deeded to be valid, replacing any other conditions issued previously, either by the Service Provider or the User. Where customer faxes or sends by imaging email a copy of DPI’s subscription form and terms & conditions duly stamped and signed, such copies shall deemed legally binding.

1. DEFINITIONS

“Service Provider”	:Datapool (S) Pte Ltd (Datapool)
“Subscriber”	:The Subscriber as stated in this Subscription Form
“IDs / Passwords”	:Secret code(s) provided by the Service Provider to the Subscriber from time to time for the purpose of accessing any services provided by the Service Provider and subscribed to by the Subscriber
“Services”	:Any Credit Information System, software or data (whether electronically transferred or printed) Negative List / On-line services provided by the Service Provider; Subscribed to by the Subscriber and made available to Subscribers
“Subscription”	:Subscription refers to debt collections or AR management for which an annual subscription is required/ paid
“Debtor”	:The Subscriber’s customers whose debts owing to the Subscriber have been assigned to Datatpool for collection
“Negative List”	:List of “Black Listed” debtors that is made available to Subscribers of DP SME Commercial Credit Bureau

2. PAYMENT TERMS

(a) The Service Provider will invoice the Subscriber for the Annual Subscription Fees (non-refundable payable in advance upon signing this subscription).

(b) Usage charges will be invoiced on a cash term basis; any other terms are subject to the approval and agreement of the Service Provider.

(c) All rates and charges refer to charges stated in the subscription application (overleaf), and all related services according to the itemized price list (subject to applicable year of validity) as provided.

(d) The stated prepaid amount specified in the application (overleaf) must be paid before issuance of IDs/Passwords.

(e) All fees and bank charges may be subject to changes by the Service Provider upon giving the Subscriber not less than thirty (30) days prior notice and subject to the Subscriber’s agreement for Receivables Management. All Receivables Management will be assigned to be handled by Datapool. In the case of Receivables Management/ posting of records in Negative List:-

i. Fees payable by the Subscriber shall be on a “No Collections, No Commission” basis. Unless otherwise stated in an addendum:

20% of debt collected for local debts <= 1 year 40% of debt collected for local debts > 2 years

30% of debt collected for local debts > 1 year <= 2 years 40% of debt collected for reassigned debts

35% - 50% of overseas debt collected

ii. All payments in foreign currency by the Debtor shall be converted into Singapore Dollars based on the average exchange rates prevailing at the date of payment. Commission shall be billed and payable in Singapore dollars based on the Singapore dollars collected.

iii. Any payment by the Debtor after a case is assigned to Datapool whether made to Datapool or to the Subscriber directly shall be subjected to the full applicable commission charge.

iv. In the event that after a case has been assigned to Datapool the Subscriber acknowledges or the Debtor provides documentary proof that the debt has already been paid to the Subscriber, whether paid in full or partially and whether directly to the Subscriber or to its employees or authorised agents, the full applicable commission is chargeable on the amount collected.

v. Any payment by the Debtor made within fourteen (14) days after the Subscriber has withdrawn a case in accordance with clause 2(d)(iv) or 8(b) (as the case shall be) shall be subjected to the full applicable commission charge.

vi. Any payment in kind or the return of goods in lieu of payment shall be treated as monetary payment by Debtor and shall be subjected to the full applicable commission charge.

vii. For cheques made in favor of the Subscriber, if the cheques cannot be cleared by the bank, the Subscriber shall inform Datapool within three (3) working days so that Datapool may follow up with the Debtor otherwise the cheques will be deemed cleared if the Subscriber fails to inform Datapool within three (3) working days than the full applicable commission is chargeable on the amount collected.

viii. Datapool reserves the right to deduct its commission directly from any monies collected from the Debtor or to withhold monies or cheques collected from Debtor if its invoices are not paid on time.

ix. The Subscriber shall pay all fees and bank charges as specified in this agreement strictly on a cash term basis. Any request from the Subscriber to proceed with legal and other related services will be charged to the Subscriber accordingly.

(f) In the event of invoice or billing disputes, the Subscriber will pay all the amounts that are not in dispute and work with the Service Provider to resolve all disputed amounts expediently.

(g) All fees and charge are subject to the prevailing Goods and Services Tax.

3. TERMS & TERMINATION OF AGREEMENT

(a) All terms and conditions shall remain unchanged during the tenure of the contract. Any new arrangements or adjustments may be added to this agreement by way of addendum that is signed by both parties.

(b) The Subscriber agrees to subscribe to the Service for the minimum period of twelve (12) months from the date of subscription.

(c) If the agreement is terminated before the completion of twelve (12) months from the date of subscription, the annual subscription fees are non-refundable.

(d) The Subscriber understands and agrees that Datapool is not obligated to give any refunds.

(e) The Service Provider reserves the rights, at any time and without assigning any reason, to terminate its Service herein giving the Subscriber not less than thirty (30) days’ prior written notice. There will be no rebates of any fees paid in advance if the termination of the Service herein by the Service Provider is due to the breach and/or default of any of the terms and conditions herein by the Subscriber.

(f) The Subscriber shall settle any debts owing to the Service Provider before terminating this agreement.

(g) Upon completion of the twelve (12) months subscription period, the annual membership will be automatically renewed for another twelve (12) months period at the same subscription fee paid for in the last preceding year of subscription. To terminate, a written notice has to be sent to Datapool, giving one (1) month’s notice period.

(h) By subscribing to the service, you are automatically included in the Service Provider’s customer contact List, and we will send regular updates and/or notification on the Service Provider’s products/services and activities.

4. IDs/PASSWORDS

(a) The Service Provider warrants that the Subscriber IDs/Passwords issued under the Services are unique to the Subscriber and will not be issued to any other Subscriber while the Services remain in force.

(b) The Service Provider may terminate or suspend any IDs/Passwords issued to the Subscriber if the IDs/Passwords have not been in use for an extended period of time or when Subscriber fail to submit ageing records, as determined by the Service Provider in its sole discretion.

(c) The Subscriber agrees to indemnify the Service Provider at all times against any liabilities, actions, claims, proceedings, losses, and damages arising from any unauthorized use or misuse of any IDs/Passwords issued to the Subscriber under this agreement so long as this agreement remains in force.

5. AVAILABILITY & ACCURACY OF SERVICE

(a) All information and services furnished by the Service Provider is supplied in strict confidence for the exclusive use of the Subscriber. The Subscriber undertakes not to divulge the information to any third party without the written consent of the Service Provider, and shall indemnify and keep the Service Provider indemnified at all times against all claims, actions, proceedings, losses and damages arising from the breach of such undertaking.

(b) The Service Provider reserves the right to change the contents, presentation, Subscriber facilities and availability of the Services, at its sole discretion.

(c) DPI makes no representation or warranty expressed or implied with regards to the Services and/or the accuracy of the information that is supplied, obtained and/or furnished under the Services, including the fitness of the Services for any purpose whatsoever. Any purported reliance by the Subscriber on the accuracy and/or veracity of the information that is supplied, obtained and/or furnished by DPI hereunder is strictly at the Subscriber’s own risk.

(d) If the Subscriber requests for any special or additional information not normally furnished by the Service Provider, the Service Provider may, at its discretion, accept or reject such request. If the Service Provider accepts such special request, the Service Provider may quote special charges for prior approval by the Subscriber.

6. SUBSCRIBER CONTRIBUTION COMPLIANCE

(a) All data records furnished by the Subscriber must be traced to invoices/contracts that the Debtors have of commercial obligations with the Subscriber.

(b) The Subscriber shall undertake to submit the relevant, accurate and timely information to the Service Provider, its representatives or authorised credit bureau providers in multiple countries, on a monthly basis to avoid any disruption to the subscribed service.

(c) The Subscriber agrees that all information provided by the Subscriber has been validated as complete, true and accurate and the Subscriber hereby agrees to indemnify and keep the Service Provider fully indemnified against all loss and damages, costs and expense (including legal cost on a full indemnity basis as between solicitors and clients) in the event that a claim, proceeding and/or action shall be made and/or instituted against the Service Provider by any third party(ies) by reason of the information that was provided by the Subscriber to the Service Provider under the terms of this agreement shall for any reasons be incomplete, untrue and/or inaccurate.

7. NON-DISCLOSURE AND CONFIDENTIALITY

(a) All information furnished by the Service Provider is supplied in strict confidence for the sole exclusive use of the Subscriber.

(b) The Subscriber agrees that all Services and confidential information provided by the Service Provider shall only be used for the sole purpose of credit evaluation and debt management.

(c) The Subscriber undertake not to divulge the information to any third party without the written consent of the Service Provider, and shall indemnify and keep the Service Provider indemnified at all times against all claims, actions, proceedings, losses and damages arising from the breach of such undertaking.

(d) The Subscriber undertakes that all information that is provided by the Subscriber to the Service Provider herein do not contravene and/or violate any existing confidentiality contract(s), understanding and/or agreement(s) between the Subscriber and any third party/customers and the Subscriber hereby indemnifies and agrees to keep the Service Provider fully indemnified against all loss and damages, costs and expenses (including legal cost on a full indemnity basis as between solicitors and clients) in this respect in the event that the Subscriber shall for any reason breach and/or default on this undertaking.

(e) All information furnished by the Subscriber to the Service Provider or which may from time to time come into the Service Provider’s knowledge or possession shall be kept by the Service Provider in strict confidence for the exclusive use of the Service Provider in the performance of the Services and shall limit access of its employees thereto on a “need to know” basis only.

(f) The Service Provider shall regard and preserve the Subscriber’s information in trust and confidence for the Subscriber and agrees not to disclose the Subscriber’s information in any manner to any third party without the prior written consent of the Subscriber.

8. ASSIGNMENT FOR RECEIVABLES MANAGEMENT

(a) Each case assigned Datapool will be for a period of three (3) months from the date of assignment.

(b) The Subscriber shall not withdraw a case within the first of three (3) months of assigning the case to Datapool, failing which the full applicable commission is chargeable on the full amount of the debt assigned.

(c) In the event, whereby Datapool has commenced collection or recovery of debt either by way of installment payment, posted to Negative List and/or concluded the collection date with the Debtor, Datapool shall monitor the cases until full settlement by Debtor during which Datapool shall be entitled to the full applicable fees and charges from the Subscriber.

(d) The Subscriber shall disclose if an assigned case has been forwarded to other collection agencies or lawyers, in which event Datapool reserves the right not to accept the case. Where at the time of assigning a case to Datapool the Subscriber fails to reveal that the case has been assigned to other collection agencies or lawyers a double-placement fee of 50% of the full applicable commission charge is payable and Datapool reserves the right to return the case to the Subscriber.

(e) During the assignment period, the Subscriber, its employees, servants and/or agents shall refrain from communicating or corresponding howsoever with the Debtor and instead, shall refer all such communication and correspondence to Datapool forthwith.

9. REMITTANCE

(a) Where Datapool is engaged to provide Receivables Management service and/or where Debtors are posted on the Negative List:

i. Debtors shall be notified to make payment in favour of Datapool or the Subscriber in the care of Datapool.

ii. Datapool shall twice a week forward to the Subscriber any cheque payments made to the Subscriber that are received by Datapool.

iii. Datapool shall reimburse the Subscriber on a monthly basis for monies and cheques received by Datapool in the preceding calendar month. Any other terms are subject to the approval and agreement of Datapool.

iv. The Subscriber is under a duty to inform Datapool of all direct payments made to the Subscriber by the Debtor within three (3) working days upon receipt of such payments.

(b) Where Datapool is engaged to provide a Q/R Call service, Debtors shall be notified to make payments direct to the Subscriber.

10. NEGATIVE LISTING

(a) The Subscriber can elect to post some of its “hard-core” Debtors into the Negative Listing.

(b) The Subscriber has to allow these postings to be reviewed by Datapool and/or the Service Provider. Attempt will be made by the Service Provider, with the help of the Subscriber, to contact the Debtors for final payment before the Service Provider approve and/or allow the postings.

(c) The postings will remain until the Debtors have returned to Datapool or/and the Subscriber to pay up the Debts and the postings will only be removed from the Negative Listing one (1) year after the Debts have been fully paid to the Subscriber.

(d) The Subscriber is required to update Datapool and/or the Service Provider within one (1) week of any partial and/or full payments by the Debtors.

11. LIABILITY INDEMNITY

(a) The Service Provider, and its agents, officers and/or employees shall not be liable howsoever and whatsoever for any loss or damage (including consequential or incidental loss or damages), cost, claim or demand of any nature whether made against the Subscriber by any third party arising directly or indirectly out of the use/access to the Services and the Subscriber hereby declares that its reliance and/or use of the Services provided herein is solely at his/her/their own risk.

(b) The Subscriber hereby waives all rights against the Service Provider for any claims, loss and damages, costs and expenses in the event of the suspension, withdrawal and/or termination of such Services by the Service Provider in accordance with the terms of this Agreement.

(c) If, for any reason, above clause a) and / or b) and/ or c) are found to be inoperative, unenforceable or invalid and liability is imposed on DPI, then Subscriber agrees that the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount paid by Subscriber for the services done or furnished hereunder and Subscriber covenants that it will not sue DPI for an amount greater than such sum.

12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

The Parties hereto do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or otherwise, by any person who is not a party to this Agreement.

13. ANTI-CORRUPTION POLICY

The Subscriber warrants, undertakes and represents that it shall refrain from, and shall cause its employees, agents and subcontractors who perform the services to refrain from, paying or receiving any improper bribes, facilitation payments, gratuities or kickbacks.

The Terms and Conditions herein shall be governed by, and construed in accordance with the laws of Singapore.

i.	Fees payable by the Subscriber shall be on a “No Collections, No Commission” basis. Unless otherwise stated in an addendum:
	20% of debt collected for local debts <= 1 year 40% of debt collected for local debts > 2 years
	30% of debt collected for local debts > 1 year <= 2 years 40% of debt collected for reassigned debts
	35% - 50% of overseas debt collected
ii.	All payments in foreign currency by the Debtor shall be converted into Singapore Dollars based on the average exchange rates prevailing at the date of payment. Commission shall be billed and payable in Singapore dollars based on the Singapore dollars collected.
iii.	Any payment by the Debtor after a case is assigned to Datapool whether made to Datapool or to the Subscriber directly shall be subjected to the full applicable commission charge.
iv.	In the event that after a case has been assigned to Datapool the Subscriber acknowledges or the Debtor provides documentary proof that the debt has already been paid to the Subscriber, whether paid in full or partially and whether directly to the Subscriber or to its employees or authorised agents, the full applicable commission is chargeable on the amount collected.
v.	Any payment by the Debtor made within fourteen (14) days after the Subscriber has withdrawn a case in accordance with clause 2(d)(iv) or 8(b) (as the case shall be) shall be subjected to the full applicable commission charge.
vi.	Any payment in kind or the return of goods in lieu of payment shall be treated as monetary payment by Debtor and shall be subjected to the full applicable commission charge.
vii.	For cheques made in favor of the Subscriber, if the cheques cannot be cleared by the bank, the Subscriber shall inform Datapool within three (3) working days so that Datapool may follow up with the Debtor otherwise the cheques will be deemed cleared if the Subscriber fails to inform Datapool within three (3) working days than the full applicable commission is chargeable on the amount collected.
viii.	Datapool reserves the right to deduct its commission directly from any monies collected from the Debtor or to withhold monies or cheques collected from Debtor if its invoices are not paid on time.
ix.	The Subscriber shall pay all fees and bank charges as specified in this agreement strictly on a cash term basis. Any request from the Subscriber to proceed with legal and other related services will be charged to the Subscriber accordingly.

i.	Debtors shall be notified to make payment in favour of Datapool or the Subscriber in the care of Datapool.
ii.	Datapool shall twice a week forward to the Subscriber any cheque payments made to the Subscriber that are received by Datapool.
iii.	Datapool shall reimburse the Subscriber on a monthly basis for monies and cheques received by Datapool in the preceding calendar month. Any other terms are subject to the approval and agreement of Datapool.
iv.	The Subscriber is under a duty to inform Datapool of all direct payments made to the Subscriber by the Debtor within three (3) working days upon receipt of such payments.