Legal Disclaimer

Terms and Conditions for Access and Use of Tradesocio Website, Products and Services

PLEASE READ CAREFULLY! THIS DOCUMENT REPRESENTS THE LEGAL BINDING BETWEEN TRADESOCIO AND THE CUSTOMER. WE INVITE YOU TO READ THESE TERMS & CONDITIONS BEFORE USING THE PROVIDED SERVICES. PLEASE, ALSO CHECK OUR PRIVACY POLICY THAT, MUTUALLY WITH THIS LEGAL DOCUMENT, REPRESENT THE SET OF LEGAL CLAUSES APPLIED TO THE USE OF OUR WEBSITE, PRODUCTS AND SERVICES.

Disclaimer

To the maximum extent permitted by applicable law, we also exclude liability for negligence or omissions and make no representations or warranties relating to our website and the use of our website. Nothing in this disclaimer will limit any of the Service Provider’s liabilities in any way that is not permitted under applicable law;

Tradesocio’s fintech Services carry a high level of knowledge and risk, and can result in losses. The high level of risk means our fintech Services is not suitable for everyone. If you are in any doubt you should seek independent advice.

By submitting an application to request information or to initiate a commercial relationship with us, you confirm:

• that you have read the Disclaimer and all the documents supplied to you in connection with our Services and that you fully agree to them;
• that you understand and agree that our fintech relationship may be amended from time to time, in which case you automatically agree to such modifications;

General provisions

The website https://www.tradesocio.com/ is owned and operated by TRADESOCIO PTE LTD (doing business as “Tradesocio”). Throughout the site, the terms “we”, “us”, “Tradesocio” and “our” refer to Company. Tradesocio offers this website, including all information, tools and Services available from this website to you, the Service Provider, conditioned upon the your acceptance of all the provisions stated here.

By visiting our website and/ or purchasing a Product or Service from us, you engage in our “Service” and agree to be bound by the following Terms and Conditions (“Terms and Conditions”, “Terms”). In case you do not agree with the clauses of the present document, please stop using the Services.

Any new features or tools which are added to the current line of Products and Services shall also be subject to the Terms and Conditions of Services. You can review the most current version of the document at any time on this page.

1. INTRODUCTION

Tradesocio PTE LTD, of 8 Temasek Boulevard #38-01 Suntec Tower Three Singapore 038988, under registration number 201709402R - as a Product and Service provider,

and

"Service Provider" - any professional service provider which benefits of any of our wide range of Services at https://www.tradesocio.com/ and further provides Services using our tools and complementary Services to their direct customers.

Authority and Capacity: The parties and their legal representatives guarantee that they have the authority and capacity to enter into this agreement.

Enforceability: This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

The access to the Services is made upon a fixed or commission-based payment, on a case by case basis, based on the characteristics of each of our Products and Services. Upon ordering access to the Services; and confirming acceptance of the Terms and Conditions in this document, a legally binding agreement (“Agreement”) is entered into between Tradesocio and the Service Provider. All Services, as they are available at any time through the portal https://www.tradesocio.com/, are subject to the terms of this Agreement.

For the purposes of these Terms, applicable laws and regulations shall include the rules of any relevant regulatory authority or exchange and any applicable laws, rules, procedures, guidance, codes, standards and regulations (including, without limitation, accounting rules and anti-money laundering or sanctions legislation) in force from time to time.

2. THE RIGHT TO USE THE SERVICES

The Service Provider is able to buy or pay a subscription in order to use one or more of our Products and Services. In order to buy/subscribe to a product or a Services, the Service Provider is required to provide a set of information, including, without limitation: complete legal and contact information, payment and billing sources, and digital identification. The Service Provider also undertakes that during the validity of the contract it will keep the Tradesocio updated, accurate and true. The acquisition will be validated after a preliminary verification of the contact data. The Service Provider is responsible for keeping any security information safe and secure. The Service Provider must not disclose these details to any person who is not authorized to access the Products or Services.

Tradesocio reserves the right to refuse Services to anyone for any reason, at any time.

The Service Provider receives a limited, terminable, non-exclusive and non-transferable right of access and use the Services, in accordance with the terms of this Agreement, exclusively for the purposes for which the Services are construed.

Payment of the Fees and compliance with the Terms and Conditions are a condition for the right to use the Products and Services. Tradesocio may adjust the agreed Commission Fees upon 14 days’ written notice. In case of changes in public taxes, charges or other duties or other changes in public administrative practice affects the Service Provider’s costs connected to the Service, the Commission Fee may be adjusted correspondingly without prior notice.

2.2. Service Provider’s obligations

We are not responsible for testing or screening any of the third-party Professional Service Providers, and consequently, the Service Provider’s use of such content is at its sole risk. We may, at our sole discretion, prohibit the use of certain third-party Professional Service Providers whenever we consider it endangers the security of our systems.

The Service Provider accepts the full responsibility for all activities connected its compliance with the terms of this document. It is at all times the Service Provider who is a party to this agreement with Tradesocio, and who has all rights and obligations set out in this document.

The Service Provider accepts that Tradesocio may contact the Service Provider, through the registered e-mail addresses and through telephone, and provide general marketing information or other information about the Services.

Prohibited usage: Under all circumstances, the Service Provider is strictly prohibited from permitting, assisting or enabling any individual or entity not authorized in the Service Provider’s products from accessing or using the Services. In the event that the Service Provider’s Personal Information is lost or stolen, or if there are reasons to believe that the Services has been accessed by an unauthorized user, the Service Provider is required to immediately contact our Support Service. Notwithstanding any provision to the contrary, nothing in this document shall be construed, interpreted or applied to impose responsibility or liability on us or our affiliates for any and all activities arising from the authorized or unauthorized access of the Services.

The following activities are prohibited and will result in immediate Services suspension or cancellation of the Services without the possibility of a refund, but with the possibility for Tradesocio impose supplementary fees and/or pursue civil remedies, in case of legal damages:

• Fostering or promotion of illegal, abusive, or irresponsible behavior;
• Misuse of system resources, such as programs that consume excessive network capacity, CPU cycles, or disk IO, disruption or interference of any data system or network, unauthorized collection or use of e-mail addresses, screen names or other identifiers, use of the Services to distribute software that covertly gathers information about a user or covertly transmits information about the user, monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
• Spam, Unsolicited Bulk Email, Forged Email, Phishing Email, etc;
• Transmission, distribution, or storage of any information, data or material that is protected by copyright, trademark, trade secret, or any other intellectual property rights. Any usage that prompts the receipt of abuse complaints pertaining to violation of any international copyright law will be discontinued;
• Access to other computers or networks without authorization;
• Providing false data on any contract or application: including fraudulent use of credit card numbers;
• Any conduct that is likely to result in retaliation against the Tradesocio network or website, including engaging in behavior that results in any server being the target of a DoS attack;
• Any attempt to probe, scan, penetrate or test the vulnerability of Tradesocio systems or networks, or to breach the Tradesocio security or authentication measures, whether by passive or intrusive techniques;
• Any other activities viewed as illegal or harmful by any jurisdiction;

The Service Provider will use our Services, provided that he/she is of legal age with respect to its domestic legislation, is the legal representative of the company acquiring our Products and Services, and is not barred from receiving such Services under any international law or jurisdiction.

3. OUR SERVICES

Our Services consist of development and provision of software applications and customizable technological solutions in the fin-tech industry, for financial institutions and professional corporate users.

4. COST, COMMISSIONS AND FEES

Our costs and commissions are elaborated per each Product or Service provided. Details about the costs can be found on our website, for each of the Products and Services found in website Sections Products, Our Solutions and Marketplace. Furthermore, for any personalized Services and offers, please contact us at contactus@tradesocio.com.

5. SUSPENDING OR TERMINATING THE SERVICES

Right to suspend the Services: We may, acting reasonably, suspend the Service Provider’s Services at any time and may, at any time and for any reason and without notice. If the Service Provider’s Services are suspended, they will be able to close any existing trades but will not be permitted to open any new trades or agreements. The circumstances where we may suspend the Service Provider’s Services include, but are not limited to:

• when we have not received information within 10 days of a request (or sooner if so reasonably required), when we believe that we require such information in connection with this document;
• when we have reason to believe that there has been a breach in the Service Provider’s security or that there is a threat to the Service Provider’s security;
• when the Service Provider’s activity or conduct is such that we believe acting reasonably at all times has or is likely to impair the integrity, functionality, speed or reliability of Tradesocio or compromise, impair, restrict or prevent the ability of Tradesocio to operate a fair and orderly market;

Right to close the Service Provider’s Services: We may, acting reasonably, close the Service Provider’s Services at any time. We shall normally notify the Service Provider by email and such termination will take effect upon notice being sent to the email address. If we elect to close the Service Provider’s Services, where possible the Service Provider will have 14 working days to close any undergoing operations. If the Service Provider has not closed all undergoing operations within the 14 days provided, we shall be entitled to close all operations the next Business Day. The circumstances where we may close the Service Provider’s Services include but are not limited to where:

• the Service Provider repeatedly fails to provide information requested, when we believe that we require such information in connection with this document;
• the Service Provider has persistently acted in an abusive manner toward our staff (for example by performing what we consider to be a serious discourtesy or the use of offensive or insulting language);
• the information provided to us as part of the application process to open the Service Provider’s Services is demonstrably untrue;
• in our opinion, the Service Provider’s operations are likely to have a negative impact on the quality of the Tradesocio Services and, therefore, a potential detrimental effect on the members of Tradesocio community.

6. RESPONSIBILITY FOR QUALITY OF SERVICE, AVAILABILITY, AND SUPPORT

Quality of Service: Tradesocio warrants that the Services will perform substantially as described in applicable documentation of Services. Tradesocio guarantees an annual mean 95%-availability of the physical connection to the servers. Exempted hereof are periods of time in which the servers are not reachable over the internet due to technical or other problems which do not lie within our sphere of influence (force majeure, faults of third parties or of the Service Provider). The Services will be subject to permanent improvement.

If the Services does not function as described in applicable documentation of Services, Tradesocio will correct verified errors in the Services at Tradesocio’s own expense. Tradesocio may choose to replace the Services or functionality therein instead of performing a correction. If Tradesocio does not solve the verified errors according to the time-limits set out together with the description of the Services in question or does not replace the Service within a reasonable time, the Service Provider may cancel their subscription in accordance with the terms of this document. The Service Provider may not set forth any other claims due to defects or errors in the Services.

Service Level Agreement (SLA) targets, penalties: Tradesocio’s Service availability targets, SLA penalties, and fixed maintenance periods are set out together with the description of the Services in question.

Tradesocio may, from time to time, require maintenance periods, for example for major upgrades. Such maintenance periods will generally take place over weekends or overnight and will be notified to the Service Provider at least 48 hours in advance.

Notification of errors: If the Service Provider experiences that the Services in whole or in part are unavailable, or have reduced performance, the Service Provider shall report the error via email to contactus@tradesocio.com. In order to ensure that Tradesocio gets the necessary information to identify and correct the error, the Service Provider shall, together with the notification of error, provide accurate information about the error, including a description of how the error occurred.

Support: Tradesocio will provide basic technical support to the Service Provider. This entails technical assistance, but Tradesocio does not warrant that any solution will be found for any problems or requests. The administration and configuration of the Services for the Service Provider are not included in the support and may be provided according to separate agreements.

The Service Provider may contact Tradesocio support on business days (Monday to Friday except for Christmas Eve, New Year’s Eve and other public holidays) between 09:00 and 17:00 hours Singapore time. Any contact with Tradesocio support shall take place via contactus@tradesocio.com.

7. SECURITY

Confidentiality: Service Provider’s privacy is important to Tradesocio and we will abide by our Privacy Policy. Tradesocio reserves the right to modify their Privacy Policy from time to time.

Processing of personal data: The Services offered by Tradesocio entail collecting and processing of Service Provider’s personal data.

Tradesocio is the Controller and Processor, in accordance with the international data protection regulations. The Service Provider can find all the relevant legal details relating to data Protection in the Privacy Policy section of the website.

8. SPECIAL DISCLAIMER

THE TRADESOCIO SERVICES ARE PROVIDED "AS IS." WE, OUR AFFILIATES AND OUR EVENTUAL SUBPROCESSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE TRADESOCIO SERVICES, INCLUDING ANY WARRANTY THAT THE TRADESOCIO SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF RISK OR ADVERSE ELEMENTS, OR THAT ANY CONTENT, INCLUDING THE CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

9. LIMITATION OF LIABILITY.

Limitation of liability. If Tradesocio is held responsible for paying damages to the Service Provider or User as a consequence of breaches of any of the obligations under this Agreement, such damages may in no event include compensation for indirect loss or damages of any kind which may arise as a result of, or in connection with, such breach. Indirect loss includes, but is not limited to, loss of profit of any kind, losses as a consequence of disrupted operations, loss of data, lost savings. Tradesocio’s liability under this Agreement is therefore limited to direct loss, unless otherwise set out in mandatory applicable law, for example, damages due to gross negligence or intent.

If standardized sanctions are agreed, these standardized sanctions shall be the sole and exclusive remedy for the matter and no other claims may be made based on the same situation.

Even though Tradesocio will use appropriate care to ensure secure transmission of information between the Service Provider and the Services, the Service Provider recognizes that the Internet is an open system and that Tradesocio cannot warrant that a third party cannot or will not intercept or alter data during the transmission. Tradesocio takes no responsibility for such unauthorized access to, use or alternation or publication or loss of data.

Neither is Tradesocio responsible for lack of availability of the Services when this is directly or indirectly caused by the Service Provider or by circumstances for which the Service Provider is responsible or the reconstruction of data regardless of cause.

In any event, if found liable for any damages or loss, Tradesocio’s liability is limited to the amount of fee received from the User or Service Provider over the preceding 6-month period.

10. FORCE MAJEURE

If the use and execution of the Services are wholly or partly prevented or materially impeded by circumstances beyond the parties’ control, both parties’ obligations are suspended for as long as the circumstances are relevant and as long as these circumstances last. Each party may, however, in accordance with section 10 of this Agreement, terminate the Agreement if the force majeure makes it particularly burdensome for that party to continue the Agreement.

In the event that law, rules or regulations applicable to the use or delivery of the Services is changed or new rules or regulations are adopted after the Services have been made available on the market and this prevents Tradesocio from fulfilling the Service Provider’s instructions regarding processing of personal data or other obligations in this Agreement, and/or this requires full or partial termination of access to the Services for a limited or indefinite period of time, this shall be considered as a force majeure circumstance. Tradesocio is not in any way responsible for any such or other force majeure circumstance.

11. TRANSFER OF SERVICES

The Service Provider is not entitled to transfer all or part of the right to use the Services to another entity. Tradesocio may fully or partially transfer its rights and obligations under the Agreement to subsidiaries or other companies within the same group, hereunder use these as sub-contractors, provided that this is done in such a manner that it is ensuring compliance with the obligations under all relevant data protection laws from the Service Provider’s perspective.

12. COMPLAINTS

The Company shall maintain effective and transparent procedures for the reasonable and prompt handling of complaints received from the Service Provider and shall keep a record of each complaint and the measures taken for its resolution or handling.

The Parties agree to make every reasonable effort for resolving any disputes between them before commencing any litigation proceedings.

13. GOVERNING LAW

This Agreement is governed by and construed in accordance with all the applicable international laws. Exclusive jurisdiction and venue for any action arising under this Agreement are in the Courts of Justice from Singapore, the headquarters of Tradesocio, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

14. ENTIRE AGREEMENT

This Agreement together with the Terms and Conditions and the Privacy Policy constitute the entire agreement between the parties concerning the contractual relationship. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of Tradesocio to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

15. NOTIFICATIONS

Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein for Tradesocio and in the information for the Service Provider.

16. ACKNOWLEDGMENT OF TERMS

The Service Provider acknowledges that they:

1. have read this agreement prior to initiation of use of our Services;
2. understand the terms of this agreement;
3. have signed this agreement voluntarily requesting the use of our Products and Services;

IN WITNESS WHEREOF, the Parties have executed this Agreement.