1.1 Unless the context otherwise requires, terms defined in the Terms of Use shall have the same meaning when used in this Funded Entities’ Terms and Conditions, and, in addition, the following terms shall have the respective meaning corresponding to them:

• Account means an account assigned by Validus to an Funded Entity to access the Platform and use the Services;

• Intermediary Bank is a permitted credit institution designated by Validus from time to time to open, maintain and manage Intermediary Accounts;

• Annual Fee means the fee an Funded Entity shall pay to Validus every year, as stipulated in the Funded Entity Fee Schedule 

• Business Days means a day (other than a Saturday, Sunday, or gazetted public holiday) on which commercial banks are open for business in Vietnam;

• Debt means all outstanding amount owed by the Funded Entity under the Transaction Documents to which the Funded Entity is a party to;

• Designated Account means the bank account which the Funded Entity identifies in its Registration Information or as updated by the Funded Entity from time to time via the Platform for its Account provided that such update in respect of the bank account shall only be effective seven Business days’ after Validus approves the update;

• Intermediary Account means an account opened, maintained and managed by an Intermediary Bank for the purpose of holding and managing Investors’ capital and repayments of Funded Entity; transferring these funds following with the Transaction Document. Intermediary Account details will be notified by Validus to the Funded Entity from time to time;

• Event of Default has the meaning ascribed to it in Clause 17; 

• Facility Application has the meaning ascribed to it in Clause 5.1;

• Facility Application Fee means the fee payable by the Funded Entity to Validus in its making of a Facility Application as stipulated in the Funded Entity Fee Schedule;

• Facility Request means a Transaction Document pursuant to a Facility Application by an Funded Entity, posted on the Platform for which Investors can invest in respect of an identified Funded Entity for the Requested Amount in accordance with the terms and conditions of the Transaction Documents relating thereto;

• Financial Indebtedness means any indebtedness for or in respect of:
  

  • moneys borrowed;

  • any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

  • any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

  • in accordance with the latest GAAP applicable, be treated as a balance sheet liability;

  • receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

  • any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

  • any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

  • any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

  • the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above.

• Funded Amount means the amount of funds disbursed to the Funded Entity in respect of and under a Facility Request;

• Successful Funding Consulting Fee means the fee payable by the Funded Entity to Validus based on the successful loan of the Loan Application of the Facility in accordance with the provisions of the Funded Entity Fee Schedule;

• GAAP means generally accepted accounting principles in Vietnam;

• Indemnified Parties has the meaning ascribed to it in Clause 19.2;

• Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

• Investment means either the investment or funding which an Investor makes in respect of a Funded Entity as may be presented on the Platform for selection from time to time

• Minimum Investment Ratio means the minimum percentage of the Requested Amount required for the successful funding of a Facility Request, set by Validus at its sole and absolute discretion in relation to each Facility Request;

• Investment Commitment means an acceptance by an Investor in relation to a Facility Request to fund such Facility Request in such amount as the Investor may indicate in its acceptance;

• Investor means any individual or organization (whether juridical or non-juridical organization) which is established with full legal capacity prescribed by law and has registered on the Platform for the purposes of providing funding, individually or collectively with other Investors, to Funded Entities through the Platform;

• Platform means the online platform operated by Validus to provide Services to Investors and Funded Entities through this website or mobile device application;

• Prepayment Fee means the fee which a Funded Entity who wishes to prepay a Debt under a Transaction Document shall pay to Validus as stipulated in the Funded Entity Fee Schedule;

• Registration Fee means the fee which anyone who wishes to be registered as a Funded Entity shall pay to Validus as stipulated in the Funded Entity Fee Schedule;

• Registration Information means such information and/or documents as may be required by Validus from time to time, and which must be uploaded onto this website or the Platform during the registration process (including but not limited to copies of authorising resolutions, business profile searches, constitutional documents, latest financials, identity cards or passports and proof of address of legal representative/directors/business household owners, and such other know your client information as Validus may require from time to time);

• Request Period means the duration for which a Transaction Document is posted on the Platform for Investors to submit their Investment Commitments, as Validus may in its sole and absolute discretion determine based on the transaction to which the Transaction Documents relate;

• Requested Amount means the amount stated in the Facility Request by Validus that a Funded Entity has requested from the Investors; 

• Sanctions mean any sanctions now and from time to time imposed by Vietnam, the United States of America, the European Union, the United Nations and/or any regulatory or supervisory authority or body; 

• Security means a pledge, mortgage, guarantee, lien or any other security as provided by the laws of Vietnam or any other agreement or arrangement with similar effect to secure the obligations of any person; 

• Security Document means any document which secures any value and obligations of the Funded Entity in respect of any Facility Request. Any form and substance of it must satisfy Validus’s requirements, as an authorized representative of the relevant Investor(s); 

• Services is Validus’ provision of an online marketplace through the Platform where Investors and Funded Entities can interact for the purposes of providing and receiving funds pursuant to the terms of the relevant Transaction Document. And including, to the extent permitted by the laws, such assistance from Validus (as specified by Validus from time to time) to both Investors and Funded Entities is to act in accordance with relevant agreements and any amendments, modifications, suspensions or terminations of these agreements;

• VND  means the lawful currency of Vietnam;

• Funded Entity is any organization or individual (including but not limited to enterprises, business households and business individuals) that has registered on the Platform in accordance this Funded Entities’ Terms and Conditions for the purposes of receiving funding from the Investor through the Platform;

•  Funded Entity Fee Schedule means the schedule of fees which Validus may notify the Funded Entities through the Platform or such other Transaction Document or communication from time to time prior to the official application of such fees, found at (https://www.validus.vn/funded-entity-fee-schedule) and subject to change from time to time;

• Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); 

• Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Transaction Document; 

• Termination Fee means the fee a Funded Entity shall pay to Validus when the Funded Entity’s Account is terminated for any reason whatsoever, as stipulated in the Funded Entity Fee Schedule; 

• Terms of Use means the terms of use relating to the online access to this website and the Platform by any person (a copy of which is available on this website), as may from time to time be amended, supplemented and/or substituted and reposted on this website by Validus; and 

• Transaction Documents means any document which Funded Entities may enter into with Validus or the relevant Investor (whether or not through Validus) from time to time in relation to any Service provided and any of the Investment, including any Security Documents. 

• Default Interest has the meaning ascribed to it in Clause 8.2.

• Validus means VGrowth Development Co. Ltd, a company duly established in Vietnam being the owner of the Platform and provider of the Services.

1.2 In this Funded Entities’ Term and Conditions, unless the context otherwise requires:

• person refers to an individual, a firm, a body corporate or an unincorporated association;

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

• a reference to “including” means “including, without limitation”;

• words importing the singular include the plural and vice-versa; and

• words importing a gender will include all other genders.

The Terms of Use are subject to this Funded Entities’ Terms and Conditions, both to which Funded Funded Entities are bound. If there is any conflict between the two, this Funded Entities’ Terms and Conditions will prevail to resolve such conflict. For the avoidance of doubt, all other terms of the Terms of Use (to the extent that they are not inconsistent with this Funded Entities’ Terms and Conditions) shall continue to bind Funded Entities .

3.1 In order to obtain access to the Services provided through the Platform as a Funded Entity, you must:

• (i) is a fully legal registered corporation or a registered business household or an individual doing business in Vietnam, and (ii) have a bank account legally opened by such corporation or the duly representative of such business household or such individual implementing business in Vietnam. For clarity, Validus shall not be responsible for your registration obligations with authority of Vietnam and given such, by the submission for accessing the Platform, you assure and bear the sole responsibility for complying with business registration conditions applied to you by the laws of Vietnam from time to time;

• not be registered on the Platform as an Investor;

• pay the requisite Registration fee;

• fulfil such other internal policies and requirements (including credit assessments) of Validus and be successfully registered by Validus on the Platform as a Funded Entity; and

• Not be any persons prevented by the applicable laws from participating in transactions in connection with any Investment or any Services provided through the Platform.

3.2 As part of the registration process, you are required to provide Registration Information to Validus. In accordance with its internal guidelines and policies (including its credit assessments), Validus has the sole and absolute discretion whether or not to register you as a Funded Entity. We may suspend or place limitations on any transaction on your Account at any time or reject your registration application if we believe it is appropriate in order to comply with our legal or regulatory obligations, or if we are not provided with the requisite Registration Information. For details about how we may use any personal data submitted by you (including any such information contained in your Registration Information), please refer to our privacy policy and the provisions below.

3.3 In the event there are any changes to the substance of any information, documentation, declarations, or affirmations provided by you to Validus, you shall immediately make any such changes on the Platform and inform Validus of the same.

3.4 You agree to receive communication (through any medium whatsoever) from Validus and our partners, which will include marketing materials such as newsletters, updates and promotions about the Services, Platform and/or this website. For the avoidance of doubt, you may have the right to unsubscribe or in any proper manner in accordance with the laws to opt out of further communication including marketing materials from Validus.

3.5 In applying to be registered as a Funded Entity, you hereby represent, warrant, and undertake to Validus on the date of registration and on each day thereafter that you are a Funded Entity that:

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

• each individual acting on your behalf have been provided with due consent and authorisation to register with and access the Platform, operate the Account and use the Services and execute, perform, where applicable, the Transaction Document or Security Document;

• you are familiar with the functions of the Platform, and you fully 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 Transaction Documents;

• you own or are authorised to furnish such Registration Information, you are solely and entirely responsible for the Registration Information and any content you  upload to the Platform and acknowledge that Validus shall have no liability for any Registration Information nor any other content you upload to the Platform (including any errors, omissions or loss and damages incurred in connection there with) and may reject, delete or omit any content uploaded to the Platform by you as it deems appropriate;

• prior to participating in any transaction in connection with any Services provided through the Platform, you will have the opportunity to review and will review to your satisfaction the relevant Transaction Documents, and fully understand the contents and the legal and financial implications arising from them;

• you will not adapt or circumvent the systems in place in connection with the Platform nor access any of our systems or the Services other than by using the credentials assigned to you and by following the instructions that we have provided in relation thereto;

• you have and will take all reasonable precautions to ensure that any data uploaded or submitted to the Platform is free of viruses and anything else which may have a contaminating or destructive effect on any part of the Platform or any other technology;

• it is not illegal or unlawful for you to access the Platform from the territory in which you are carrying out such access;

• you are not convicted of, nor subject to any investigation or inquiry in respect of, any money laundering, criminal or sanctioned activities; and

• you hereby agree to strictly comply with this Funded Entities’ Terms and Conditions, the relevant Transaction Documents and the applicable laws of Vietnam.

5.1 After being registered with the Platform, a Funded Entity is entitled to submit an application to Validus through the Platform for a Facility Request to be posted on the Platform, in accordance with this Funded Entities’ Terms and Conditions (a Facility Application). Each Facility Application shall be made in the form prescribed by Validus through the Platform or otherwise. The Funded Entity is required to provide documents and information in the Facility Application for Validus to access that Funded Entity’s legal, operational and credit history including the Facility Application’s suitability for a Facility Request. Validus may require further documents or information to be provided if any document or information provided in the Facility Application is incomplete or not to its satisfaction. The Platform’s acceptance of a Facility

5.2 Application does not constitute any legal obligation on the part of Validus to process or fulfil the Facility Application. Validus is not obliged to review nor consider any Facility Application until it is in receipt of the Facility Application Fee where applicable.

5.3 Where a Facility Application is approved by Validus, it will post a Facility Request in relation to that Facility Application on the Platform. Each Facility Request shall be deemed to be an offer made by the Funded Entity pursuant to the Facility Application and the Funded Entity agrees to be irrevocably bound by the terms therein. Prior to or simultaneous with that Facility Request being posted on the Platform, the Funded Entity shall be required to execute (and procure such relevant security provider to execute) such Transaction Documents (including Security Documents) in connection with the Facility Request. For the avoidance of doubt, Validus may not post a Facility Request until it is in satisfactory receipt of all required Transaction Documents from the Funded Entity.

5.4 Any Facility Application leading to a Facility Request being posted on the Platform shall be irrevocable by the relevant Funded Entity but any Facility Request may at any time during the Request Period, be withdrawn or terminated by Validus in its sole and absolute discretion without giving any reason, unless required by the competent authority or the applicable laws.

5.5 For the avoidance of doubt, Funded Entities’ acknowledge and agree that Validus shall have the sole and absolute discretion to decide (and such decision, after being notified to Funded Entity through the Platform, shall be final and binding on the Funded Entity) which Investors may partake in the Funded Entity’s Facility Request.

5.6 Provided that:

• no Event of Default has occurred; and

• the Investors have successfully funded no less than the Minimum Investment Ratio of such Facility Request, Validus shall notify the Funded Entity of the Investment Commitment of such Investors, and assist/on behalf of the Investors to give instructions to the Intermediary Bank transferring the Funded Amount in respect of that Facility Request (after deducting the Consulting Fee for Successful Funding) to the Designated Account of the Fund Entity. The Fund Entity shall be deemed to have received such loans as soon as the transfer is made.

5.7 The Funded Entity shall apply all amounts received by it pursuant to the Transaction Documents towards its working capital and growing its business. Validus is not bound to monitor nor verify the application of any such amount.

5.8 Each Facility Application will be reviewed separately and independently, the approval or funding of one Facility Application does not necessarily mean that other Facility Applications made will be approved by Validus or funded by Investors.

The Funded Entity shall repay any amount owing by it (whether to Validus as agent or otherwise) under any Transaction Document to which it is a party as stipulated by Validus under each such Transaction Document.

7.1 The Funded Entity may prepay the whole or any part of any amounts owing by it under any Transaction Document, subject to:

• applicable Facility Interest at the minimum amount of one month being paid. For avoidance of doubt, if the prepayment occurs prior to the expiry of the 1st month anniversary of Facility, the Facility Interest shall be rounded up to one month.

• a prior written approval of the relevant Investor or Validus if so agreed or authorized by such Investors;

• a Prepayment Fee being paid; and

• the terms of such Transaction Document.

7.2 For avoidance of doubt, the Funded Entities acknowledge the Prepayment Fee shall be paid in order to compensate to / indemnify Validus for its damages for loss, including but not limited to the loss of lawful fees payable by the Investors of a percentage of respective interest rate payments as well as the direct profits which Validus would have earned in the absence of such prepayment of amounts owing by Funded Entity under any Transaction Document.

8.1 The Funded Entity shall pay Facility Interest (as defined in the Appendix hereunder) on the funding received stipulated under each Transaction Document to which it is a party.

8.2 If an Obligor (as defined in the Appendix hereunder) fails to pay all or part of any amount due and payable by such Obligee under the Transaction Document, Validus, at its own discretion, may apply:

• “Funding Management Consulting Fee”, which is paid to Validus one time at the rate as specified under the Funded Entities’ Fee Schedule; and/or

• Interest on Overdue Principal, calculated on the late payment principal at a rate determined by one hundred and fifty percent (150%) of the applicable Interest Rate as stipulated in the Facility Request for the period of late payment (both before and after judgment). Any interest accrued under this clause shall be immediately payable by the Obligor on demand by Validus. For avoidance of doubt, the Interest on Overdue Principal shall only be applied if the Facility Request explicitly specifies such Interest on Overdue Principal.

9.1 Rights and discretions of Validus

• Validus may rely on:
  
  • any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
  • any statement made by legal representatives, authorized representatives, duly appointed directors of an incorporated entity, subject to the charter of such entity, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify or instruct.
• Validus may assume that no Event of Default or any other event stated in any Transaction Document has occurred under such Transaction Document (unless it has actual knowledge of such Event of Default or other event).
• Validus may delegate the maintenance and operation of the Escrow Account and the handling of any monies in connection with a Facility Request or Transaction Document to an Intermediary Bank, as the consent required from the Funded Entities, if applicable, is deemed to have been duly obtained.
• Validus may (but shall not be obliged to, unless expressly provided under any Transaction Document or Security Document) take such action in the exercise of any of its powers and duties under any Transaction Document as it considers in its discretion to be appropriate in accordance with the applicable laws.
• Notwithstanding any other provision of any document to the contrary, Validus is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law, regulation, its obligations, any fiduciary duty or duty of confidentiality owed by it to any person.

9.2 Clawback and Pre-funding

• Where a sum is to be paid to Validus for any Funded Entity, Validus is not obliged to pay that sum to that Funded Entity until it has been able to establish to its satisfaction that it has actually received that sum.
• If Validus, upon demand of any Funded Entity, pays an amount to such Funded Entity and it proves to be the case that Validus had not actually received that amount, then the Funded Entity to whom that amount (or the proceeds of any related exchange contract) was paid by Validus shall on demand refund the same to Validus together with interest on that amount from the date of payment to the date of receipt by Validus, calculated by Validus to reflect any costs incurred by it as a result of such payment.

9.3Partial Payments

If Validus receives a payment that is insufficient to discharge all the amounts then due and payable by a Funded Entity/guarantor under the Transaction Document, Validus shall apply that payment in the following order:

a. On due day:

(i) first, any unpaid interest and accrued fees (if any) is paid to Investors by the portion of invested amount in accordance with the Transaction Documents that such Investors have involved through their account on the Platform, then a payment is deducted from this portion (to pay Validus) for the Administrative Fees, which Investors shall comply with Validus on predetermined terms;

(ii) second, any due unpaid principal amount is paid to Investors by the portion of invested amount in accordance with the Transaction Documents to which such Investors have involved; and

(iii) third, a portion of any unpaid outstanding amounts is paid to Validus (or its agents/advisors).

b. After the maturity date/ due date, for any portion of the unpaid remaining amount of the Loan or the entire Loan (in case no amount has been paid on the due date) to be repaid by the Funded Entity, Validus will use such payment in the following order:

(i) first, pay any debt owed by the Investor to Validus (or its agents/advisors) in portion of the actual payable amount to actual principal amount;

(ii) second, any due unpaid principal amount is paid to Investors by the portion of invested amount in accordance with the Transaction Documents to which such Investors have involved on the Platform; and;

(iii) any unpaid interest and accrued fees (if any) is paid to Investors by the portion of invested amount in accordance with the Trading Documents that such Investors have involved through their account on the Platform, then a payment is deducted from this portion (to pay Validus) for the Administrative Fees, which Investors shall comply with Validus on predetermined terms;

(iv) fourth, pay the Management Consulting Fee on Funded Amount (Incurring on late payment) borne by the Funded Entity to Validus.

9.4 Changes to the use of partial payments

Notwithstanding Sub-Clause 9.1 above, Validus may, in its sole discretion, uses any partial payment in any order determined by Validus, unless otherwise specified by applicable law.

9.5 No set-off by Funded Entity and Security Provider

To the fullest extent permitted by the applicable laws, it is hereby voluntarily agreed that, all payments to be made by a Funded Entity or security provider under the Transaction Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

9.6 Business Days

• Any payment under the Transaction Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
• During any extension of the due date for payment of any Debt under this Funded Entities’ Terms and Conditions, interest is payable on the principal or unpaid sum at the rate payable on the original due date including any default interest applicable.

9.7 Currency of account

• Subject to the below paragraphs of this Clause, VND is the currency of account and payment for any sum due and payable by a Funded Entity under any Transaction Document to which it is a party to.
• Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
• Any amount expressed to be payable in a currency other than VND shall be paid in that other currency.

9.8 Day count convention

Any interest, commission or fee accruing under a Transaction Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a month of 30 days.

9.9 Further Assurance

The Funded Entity shall promptly do whatever Validus (acting reasonably) requires:

• to perfect or protect any Transaction Document to which it is a party or the priority of any Security Documents to which it is a party;
• to facilitate the realisation of any assets secured or to be secured under any Transaction Document to which it is a party or the exercise of any rights vested in Validus or any receiver, delegate or agent of Validus in accordance with the provisions of such Security Document;
• to confer on Validus over any property and assets of that Funded Entity located in any jurisdiction outside Vietnam equivalent or similar to the security intended to be conferred by or pursuant to any Security Document,

including depositing, with Validus as agent of the Investors, all title deeds, agreements, leases and documents relating to any of the assets secured under any Security Document, executing any transfer, conveyance, charge, mortgage, assignment or assurance of any assets secured or to be secured under any Transaction Document (whether to Validus or its nominees or otherwise), making any registration and giving any notice, order or direction.

The Funded Entity shall also enter into a power of attorney (in form and substance satisfactory to Validus) granting Validus the right to do any of the above on behalf of the Funded Entity and in accordance with the applicable laws.

9. 10 Calculations and Certificates

In relation to any amounts due and owing under any Transaction Document, or any litigation or arbitration proceeding arising out of or in connection there with, the entries made in the accounts, ledgers or books (in any medium or form) maintained by Validus are prima facie evidence of the matters to which they relate. Any certificate or determination by Validus of a rate or amount under any Transaction Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

If, at any time, any provision of a Transaction Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising by Validus, any right or remedy under a Transaction Document shall operate as a waiver of any such right or remedy any of the Transaction Documents. No waiver of any right or remedy under any Transaction Document by Validus shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Transaction Document are cumulative and not exclusive of any rights or remedies provided by law.

The Funded Entity irrevocably consents to the disclosure by Validus, Validus’ officers, employees and agents and, in any manner howsoever, of any information relating to the Funded Entity including but not limited to details of facilities, securities taken, credit assessment including any personal data of any individuals submitted by the Funded Entity to (i) Validus’ representatives and affiliates, documents checking and processing centres and branch offices in any jurisdiction, (ii) any regulatory, court or supervisory authority including fiscal authority in any jurisdiction, (iii) any potential assignee of Validus, any Investor or any other participant in any of Validus’ rights and/or obligations in relation to any Transaction Document, (iv) any insurers with whom insurance cover is taken out in connection with such Transaction Document, (v) any corporate or institution with whom the Funded Entity has a commercial relationship with (including any invoice debtors to the Funded Entity), (vi) The Banks, Credit Information companies, and (vii) any other corporations and individuals. The Funded Entity hereby commits that, the personal data of such individuals are legally collected by the Funded Entity and such individuals are well aware of the disclosure of these personal data to Validus for legitimate purposes of this Funded Entities’ Terms and Conditions or required by any Transaction Document or the Security Document.

13.1 Any fees, charges or expenses incurred by Validus in connection with the creation, execution, registration or satisfaction of a security created under the Security Documents, Transaction Documents (including the disbursement or transfer of any Funded Amount) shall be borne by the Funded Entity and the Funded Entity shall, on demand by Validus, pay to Validus the amount of any such fees, charges or expenses as Validus may specify (whether in the Funded Entity Fee Schedule or otherwise).

13.2 In relation to any particular Facility Request, Facility Application and Transaction Document (including its registration, enforcement), it is hereby agreed by the Funded Entities that, Validus may engage, rely on the advice or services of any lawyers, accountants or other experts if it deems prudent to do so. The costs of any such engagement, advice or services, upon prior notice to the Funded Entities, shall be borne by the Funded Entity to which such matter relates.

13.3 If any Funded Entity owes an amount to Validus under the Transaction Documents, each of Validus and the Intermediary Bank has the right without the need for further notice or reference to any Funded Entity, to deduct from any monies received for such Funded Entity, any charges and other amounts (including any relevant fees) due and payable to Validus under this Funded Entities’ Terms and Conditions or the Transaction Documents to which the Funded Entity is party to and apply the amount deducted in or towards satisfaction of the amount owed.

13.4 In consideration of Validus providing and administering the Platform, providing the Services, and maintaining the Account, the Funded Entity shall pay to Validus in readily available funds the fees and charges prescribed by Validus from time to time under the Funded Entity Fee Schedule, but shall be indicated by notice to the Funded Entity through the Platform prior to the application of such fees to the Funded Entity.

13.5 In addition to any general lien, right of set-off or any other right to which Validus may be entitled by law or contract, Validus may at any time at its sole and absolute discretion and without notice to any relevant Funded Entity earmark, set-off, assist the Investor to debit or transfer any sum or sums standing to the credit of the Funded Entity’s Account or for the Funded Entity from time to time in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing under or in connection with or in respect of any Account, Facility Request or Transaction Document.

13.6 Validus may at its sole and absolute discretion require that any fees payable hereunder or pursuant to any Transaction Document and any other amounts due and payable to it under this Funded Entities Terms and Conditions be paid either by a fund transfer to the Escrow Account (or such other bank account as may be stipulated by Validus) or such other methods acceptable to Validus.

Any person using or accessing the Platform and/or the Services and/or agreeing to this Funded Entities’ Terms and Conditions on behalf of a Funded Entity represents and warrants that he or she is duly authorized and obtained all necessary prior consent from any persons, to act on its behalf, and is not subject to any restrictions, of any kind whatsoever, on his/her powers to enter in to any this Funded Entities’ Terms and Conditions or any Transaction Documents and Security Documents.

The Funded Entity represents and warrants to Validus on each day that it is a Funded Entity that:

14.1 it is duly incorporated or formed and, the extent of such concept exists in its jurisdiction of organisation, it is in good standing under the laws of such jurisdiction, and has the power to own its assets and carry on its business as it is being conducted;

14.2 any funds provided by Validus to the Funded Entity will not be used in breach of any Sanctions;

14.3 it has the power and capacity to enter into (and, if necessary, has taken all necessary action to authorise), exercise its rights and perform and comply with its obligations under this Funded Entities’ Terms and Conditions and each Transaction Document it enters into or submits a Facility Application for;

14.4 The Funded Entity has obtained or effected and maintained the legal validity in full force and effect all authorisations or other corporate or entity action required or desirable:

• • to enable it lawfully to enter into, exercise its rights and comply with its obligations:
    
    • under this Funded Entities’ Terms and Conditions;
    • in the Transaction Documents to which it is a party or submits a Facility Application for;
  • to make such documentation admissible in evidence in its jurisdiction of incorporation; and
  • for it to carry on its business and which are material;

Notwithstanding anything contained herein in this Funded Entities’ Terms and Conditions, the following are specifically acknowledged and agreed to by Funded Entities:

15.1 The Funded Entity shall obtain specific professional advice as it considers necessary or appropriate before entering into any Transaction Document.

15.2 Funded Entities requesting funding through the Platform do so entirely at their own risk. There are serious obligations undertaken when entering into Transaction Documents and there is a real possibility of debt recovery or other legal action being taken against a Funded Entity and/or any party providing security for the Funded Entity’s obligations under such Transaction Documents should a Funded Entity fail to comply with, or default on, its obligations under a Transaction Document. The Funded Entity retains complete control and discretion over its decision on whether or not to:

• • submit a Facility Application; and
  • to participate in the Platform and enter into the Transaction Documents issued through it.

15.3 Validus is duly authorised by Funded Entities, without the need for further notice or reference to any Funded Entity, unless required by the laws, to contact any relevant authorities or other organisations to ascertain, verify and confirm relevant information about the specific Funded Entity including its legal, operational or credit history.

15.4 Validus’ decisions in respect of any Facility Application or to post any Facility Request (including details of its pertinent terms) are final and irrevocable.

15.5 The funding of any Facility Request by Investors will be on the terms of the relevant Transaction Documents (a copy of which will be sent to Funded Entities upon their successful funding) and will be effected by the execution of such Transaction Documents by the relevant parties thereto.

15.6 Validus shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, email, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel, independent account and other experts selected by Validus at its own cost or otherwise. Before Validus takes any commercially reasonable action under this Funded Entities’ Terms and Conditions it may first receive such legal advice as it reasonably deems appropriate or it shall first be indemnified, upon prior notice to the Funded Entities, in funds to Validus’ account by the Funded Entity against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

15. 7 Validus gives no representation, warranty or undertaking to any Funded Entity that:

• any information, data or other content that you store on or provide to this website will not be subject to inadvertent damage, temporary unavailability, corruption or loss. For the avoidance of doubt, Validus shall keep applying proper technical managerial measure to avoid damage to your information, data or other content provided to this website, as required under the laws; and
• the Platform or the Services will enable any Funded Entity to receive from the Investors the full amount requested to be funded or that there will be any Investor that will be willing to provide or participate in any such Facility Request.

15.8 Validus may, from time to time, but accepts no obligation to, require that any Funded Entity update or amend their information.

15.9 Funded Entities are solely responsible for understanding and complying with their own tax obligations (including the payment of all taxes imposed by relevant authorities on any payments or interests received) in all jurisdictions in which those obligations arise and relating to use of the Services. Validus does not provide tax advice and is not responsible for any Funded Entity’s tax obligations in any jurisdiction which may arise as a result of the Funded Entity’s use of the Services and payments received under the Transaction Documents.

15.10 Funded Entity acknowledges and agrees that Validus, or any partner of Validus or any party designated by Validus, may perform a customer identification process, including but not limited to on-site facility inspections, telephone call or video call and audio recording, which is for risk assessment and monitoring.
Funded Entity agrees that any information or documents submitted to Validus for loan assessment and loan approval shall be sent to any of Validus’ partners for their joint review and assessment of loan approval.

The Funded Entity undertakes to Validus for so long as it is registered on the Platform and for so long as any amount is outstanding under any Transaction Document that:

16.1 it shall provide all information and/or documents reasonably requested by Validus or to any third party nominated by Validus as Validus may decide in its sole and absolute discretion as being necessary to carry out the Services including the carrying out of due diligence or to comply with any regulatory requirement;

16.2 it shall promptly:

• obtain, comply with and do all that is necessary to maintain in full force and effect; and

• supply certified copies to Validus of,

any authorisation required to enable it to perform its obligations under this Funded Entities’ Terms  and Conditions and Transaction Documents and to ensure the legality, validity,  enforceability or admissibility in evidence in the jurisdiction of incorporation of any Transaction Document;

16.3 it shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under this Funded Entities’ Terms and Conditions and the Transaction Documents;

16.4 it shall ensure that its payment obligations under this Funded Entities’ Terms and Conditions and Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the enterprises and other organizations generally;

16.5 it shall supply to Validus in sufficient copies:

• • as soon as the same become available, but in any event within 180 days after the end of each of its financial years its audited consolidated financial statements for that financial year; and

  • as soon as the same become available, but in any event within 60 days after the of each half of each of its financial years its consolidated financial statements for that financial half year;

16.6 it shall supply to Validus:

• • all documents dispatched by it to its shareholders (or any form of member subject to each particular form of enterprise or the business household member) or its partners (as applicable) or its creditors generally at the same time as they are despatched;

  • promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it, and which might, if adversely determined, have a material adverse effect;

  • promptly, such further information regarding the financial condition, business and operations of it as Validus may reasonably request; and

  • promptly, notice of any change in authorised signatories of it signed by a director or company secretary accompanied by specimen signatures of any new authorised signatories;

16.7 it shall notify Validus of any Event of Default or other event specified under any Transaction Document to which it is a party (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence;

16.8 it shall, promptly upon a request by Validus, supply to Validus a certificate signed by the legal representative or two of its directors or senior officers (provided that they are duly authorized) on its behalf certifying that no Event of Default or other event specified under any Transaction Document to which it is a party is continuing (or if such a Default is continuing, specifying the Event of Default or other event and the steps, if any, being taken to remedy it);

16.9 it shall procure that no substantial change is made to the general nature of the business of it from that carried on from the date of its registration as a Funded Entity;

16.10 it shall not, without Validus’ prior written consent, take up any additional debt (including, without limitation, loans, bonds and notes) other than through banks (licensed and governed by the then effective Law on Credit Institutions of Vietnam), finance companies (licensed and governed by the effective Law on Credit Institutions of Vietnam) or government agencies.

16.11 it shall not, if requested by Validus in writing, make or allow to subsist any loans, grant any credit (save in the ordinary course of business) or give or allow to remain outstanding any guarantee or indemnity (except as required under any of the Transaction Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person;

16.12 it shall not, without the prior written consent of Validus, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset unless such sale, lease, transfer or other disposal is:

• • made in the ordinary course of trading of the disposing entity and of assets not secured under any Transaction Document; or

  • of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

16.13 it shall not, without the prior written consent of Validus, enter into any amalgamation, demerger, merger or corporate reconstruction.

16.14 it shall not declare, make or pay dividends, reserves, charges, distribution of owners’ drawings, shareholder advances, fees or compensation to management, advisory, directors and other officers of the Funded Entity, and loans to affiliates (whether in cash or in kind) other than already declared, made or which the Funded Entity is already paying based on the reported figures (on the financial statements) of the last financial year of the Funded Entity immediately prior to its entry into the Facility.

16.15 

a. The Funded Entity acknowledge that has been fully advised by Validus regarding the rights and obligations for the data subject. The Funded Entity agrees irrevocably to provide information and data to Validus, its officers, employees and agents; and authorizes Validus, its officers, employees and agents to process information and data management. The processing of information and data includes but is not limited to the following:

• Types of data to be processed: the types of data required by law in accordance with the Service provided by Validus.
• Data processing purposes: serving the provision of the Service.
• How to process data: according to the internal regulations of Validus and to the maximum extent permitted by law.
• In case of necessity in the judgment of Validus, data may be provided by Validus, shared with relevant organizations and individuals to serve the provision of Services and/or storage.
• Term of data processing: until the Funded Entity and Validus agree to terminate in writing.

b. Funded Entity’s data may be provided to Validus through partners and/or other individuals and organizations with which the Funded Entity has a commercial partnership. The provided information includes but is not limited to: Purchase volume, debt (if any), purchase frequency, payment term and time, purchase and sale plan and related explanations for business activities. The Funded Entity confirms its consent, irrevocably providing the data before and after accepting the Requested Loan. Partners mentioned in this article include but are not limited to BIZZI VIETNAM CO., LTD.
In case the Funded Entities is consulted through the cooperation program between Validus and Credit Institutions (hereinafter referred to as “Banks”), the Funded Entities irrevocably agrees for Validus to provide information and data (of the Funded Entities and/or provided by the
Funded Entities) to the Banks, including but not limited to: organizational model, business operations, financial situation, bank account statements, assets, information of related parties and other information and data as prescribed by law.

c. The Funded Entity here commits:

• do not withdraw or cancel its consent while the Funded Entity remains its obligations to the Investors and/or Validus; unless otherwise agreed in writing by the Funded Entity and Validus.
• provided information and data of relevant organizations and individuals, including but not limited to guarantors, partners, debtors, etc. have been legally collected by the Funded Entity. Such organizations and individuals are fully aware of and agree to provide this information and data to Validus to fulfill lawful purposes or at the request of Transaction Document or Security Document. Validus may require the Funded Entity to provide proof of theses agreements above.

d. The Funded Entity is responsible for risks arising from failure to update and/or provide information (including original information and changed information) that is correct, complete, accurate and timely.

Each of the events or circumstances set out in the following sub-clauses of this Clause 17 (other than Clause 17.12 (Acceleration) and Clause 17.14 (Exemption due to compliance with prior notification obligations)) is an Event of Default.

17.1 Non-payment

The Funded Entity does not pay on the due date any amount payable pursuant to this Funded Entities’ Terms and Conditions or any Transaction Document it is party to at the place at and in the currency in which it is expressed to be payable.

17.2 Other obligations

The Funded Entity does not comply with any provision of the Transaction Documents including any financial covenants or additional conditions imposed by Validus on the Funded Entity in respect of, or under, any Transaction Document.

17.3 Misrepresentation

Any representation or statement made or deemed to be made by or information provided by the Funded Entity in this Funded Entities’ Terms and Conditions or any Transaction Document or any other document delivered by or on behalf of any Funded Entity under or in connection with this Funded Entities’ Terms and Conditions or any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made

17.4 Cross Default

• Any Financial Indebtedness of the Funded Entity is not paid when due nor within any originally applicable grace period.

• Any Financial Indebtedness of the Funded Entity is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

• Any commitment for any Financial Indebtedness of the Funded Entity is cancelled or suspended by a creditor as a result of an event of default (however described).

• Any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

17.5 Insolvency

• The Funded Entity is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

• The value of the assets of the Funded Entity is less than its liabilities (taking into account contingent and prospective liabilities).

• A moratorium is declared in respect of any indebtedness of the Funded Entity.

17.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

• the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, judicial management, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Funded Entity;

• a composition or arrangement with any creditor of the Funded Entity, or an assignment for the benefit of creditors generally of the Funded Entity or a class of such creditors;

• the appointment of a liquidator (other than in respect of a solvent liquidation of the Funded Entity), receiver, administrator, judicial manager, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of the Funded Entity or any of its assets;

• enforcement of any security over any assets of the Funded Entity, or any analogous procedure or step is taken in any jurisdiction; or

• notwithstanding the foregoing, with respect to the Funded Entity being the business household, any action or event which can have material adverse impact on the insolvent status of such Funded Entity in the reasonable and sole opinion of Validus

17.7 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Funded Entity.

17.8 Change of the Funded Entity’s contribution capital; type (being enterprise or others) of the Funded Entity

Subject to Article 17.14 below, any change related to the Funded Entity’s contribution capital; type (being enterprise or others) of the Funded Entity, including but not limited to:

a. The Funded Entity terminates business operations as an enterprise and change to business household; and vice versa (irrespective of whether the Funded Entity has registered with a competent authority);

b. The Funded Entity is a business household in which: (i) the business household owner actually establishes a new business household and/or (ii) the business household changes business household members and/or business household owners.

c. The Funded Entity divides, splits, consolidates, merges, or converts the type of enterprise,

d. The Funded Entity changes the owner/capital contributor/shareholder (where applicable); changes legal representative; changes charter capital.

17.9 Unlawfulness

It is or becomes unlawful for the Funded Entity to perform any of its obligations under this Funded Entities’ Terms and Conditions or the Transaction Documents.

17.10 Repudiation

The Funded Entity repudiates this Funded Entities’ Terms and Conditions or any Transaction Document or evidences an intention to repudiate this Funded Entities’ Terms and Conditions or any Transaction Document.

17.11 Change or Cessation of business

The Funded Entity postpones or suspends the carrying on of all or a substantial part of its business activities or changes the nature of its business activities, including the changes of main business lines (regardless of whether such changes are recorded in the business profile).

17.12 Prepayment due to Event of Default

On and at any time after the occurrence of an Event of Default which is continuing Validus shall be entitled to do any of the following (in Validus’ sole and absolute discretion for the legitimate benefits of the Investors, subject to its capacity as an agent of such Investors):

• by notice to any Funded Entity declare that all or part of the Debt be immediately due and payable, whereupon they shall become immediately due and payable;

• report such Event of Default or failure in payment to the Investors and any credit bureau or such other entities, where appropriate and in accordance with the laws, without the need for further notice or reference to that Funded Entity;

• where assignments of receivables or charge over receivables, as the case may be, subject to the Security Document and provision of the applicable laws of Vietnam, have been committed in accordance with the applicable laws, to give security in connection with securing the obligations of that Funded Entity under the Transaction Documents, to contact such person(s) to whom the receivables relate; and

• take such other actions or procure the taking of such other actions as Validus may deem fit in its sole and absolute discretion, including contacting a lawyer practising organization and/or other individuals/organizations permitted to carry out legal action against that Funded Entity, or where the financing is insured, submit a claim and assign all rights to payment request to the insurer, in order to ensure the Funded Entity’s compliance with this Funded Entities’ Terms and Conditions, the Terms of Use or the terms of the Transaction Documents.

17.13. Change of location

The Funded Entity changes its head office address or main production and business location (regardless of whether such changes are recorded in the business profile).

17.14. Exemption due to compliance with prior notification obligations

Before making any changes mentioned in Article 17.8 above, the Funded Entity is obliged to notify Validus in writing 60 days in advance and must obtain Validus’s written consent (in Validus’ sole and absolute discretion for the legitimate benefits of the Investors, subject to its capacity as an agent of such Investors). In case of the Funded Entity’s failure of this Artice, this would be immediately deemed as Event of Default and Validus has full authority (as the authorized party of the relevant Investors) request the Funded Entity to make prepayment according to Article 17.12 (Prepayment due to Event of Default).

18.1 If you no longer wish to be a Funded Entity, subject to Clause 18.2, you should notify Validus and we will terminate your Account, access to the Platform and consequently this Funded Entities’ Terms and Conditions (save for provisions intended to survive termination of this Funded Entities’ Terms and Conditions).

18.2, Your Account may not be terminated until all Transaction Documents to which you are a party and under which you have received Investment Commitments, have been terminated, and all Debt and fees outstanding (including the Termination Fee) are fully repaid.

18.3 All charges shall continue to apply to your Account until such time as it may be closed.

18.4 Validus may end your usage on the Platform and terminate your Account at any time if:

• • Quý Khách vi phạm bất kỳ nghĩa vụ nào của Quý Khách theo Điều Khoản Sử Dụng, Các Điều Khoản Và Điều Kiện Của Các Bên Nhận Hỗ Trợ Vốn này, bất kỳ Tài Liệu Giao Dịch hoặc bất kỳ quy định pháp luật nào liên quan đến hoạt động của Quý Khách với tư cách là Bên Nhận Hỗ Trợ Vốn trên Nền Tảng Giao Dịch;
  • chúng tôi nghi ngờ rằng Quý Khách đã hoặc đang phạm tội lừa đảo, có quan hệ đến hoạt động rửa tiền hoặc các hoạt động tội phạm hoặc hoạt động bị xử phạt khác;
  • chúng tôi nhận thấy rằng những thông tin Quý Khách cung cấp cho chúng tôi mà sau đó chúng tôi phát hiện là cơ bản không đúng, không chính xác hoặc sai;
  • Quý Khách sử dụng Nền Tảng Giao Dịch hoặc bất kỳ thông tin nào có thể truy cập hoặc có được trên Nền Tảng Giao Dịch cho mục đích vận động hoặc xúi giục hoặc lôi kéo bất kỳ người nào không làm việc, không đầu tư, không tìm kiếm tài trợ hoặc bất kỳ mối quan hệ thương mại nào khác với Validus; hoặc
  • được coi hoặc sẽ được coi là bất hợp pháp theo bất kỳ quyền tài phán nào đối với Validus nếu Validus thực hiện nghĩa vụ của mình theo bất kỳ Tài Liệu Giao Dịch nào.

In such an event, all Debt (including the Termination Fee) of that Funded Entity must immediately be repaid.

18.5 Validus is authorised at any time, at its sole and absolute discretion, without giving any reason therefor, to deregister a Funded Entity from the Platform. In such an event, all Debt (including the Termination Fee) of that Funded Entity must immediately be repaid.

To the maximum extent permitted by law, Validus, and all of its subsidiaries, affiliated companies, directors, officers, agents including the Intermediary Bank, shareholders, partners, and employees and Investors (collectively the Indemnified Parties and each an Indemnified Party), shall not be liable to any person, including Funded Entities, for any direct, indirect, punitive, incidental, special, consequential damages, losses, expenses or liabilities under any causes of action or any damages whatsoever, including damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (including revenue or anticipated profits) or losses to third parties, except as expressly set forth in this Investors’ Terms and Conditions, any Transaction Document or Security Document or those result from or subject to Validus and Validus’s fraud solely or Validus and Validus’s gross negligence solely, arising out of or in any way connected with:

• any action taken by it under or in connection with any Facility Application and/or Transaction Document and no Funded Entity may take any proceedings against any officer, employee or agent of Validus in respect of any claim it might have against Validus or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document;

• any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Transaction Documents, the property in connection therewith or otherwise;

• the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with:

  • any Transaction Document;

  • the property in connection with such Transaction Document; or

  • any Transaction Document, Security Document or any other agreement, property, arrangement or document entered into, made or executed in anticipation of, under or in connection therewith;

• any shortfall which arises on the enforcement or realisation of the property in connection with the Investment;

• 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 this website and/or the Platform;

• any Funded Entity’s registration with and/or use of the Platform or in relation to any Investment;

• any Funded Entity’s successful or due execution of any Transaction Document;

• any Funded Entity’s Facility Application not being successfully submitted on the Platform;

• any Funded Entity’s participation in any Transaction Document, or in the Platform or the Funded Entity’s use of the Services;

• the maintenance, provision and operation of this website, the Platform and the Services by Validus;

• any delay (or any related consequences) in crediting an Account with an amount pursuant to a Transaction Document to be paid by any Indemnified Party if it has taken all necessary steps as soon as reasonably practicable to comply with the operating procedures of Validus or the relevant clearing or settlement system for that purpose; or

• any negligence, default or fraud by any third party, service provider, debt collector or law firm, whether or not having any relationship or partnership of any nature whatsoever with Validus, in the provision of its respective services.

Without prejudice to the other provisions herein, each Funded Entity within three (03) Business Days of demand hereby shall severally undertakes to indemnify the Indemnified Parties from and against legal proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses and damages (whether out of contract, under contract or others) whatsoever and howsoever arising, which the Indemnified Parties may suffer or pay arising out of, in connection with or pursuant to those below:

• Validus accepting any Facility Application from the Funded Entity and any funding granted to the Funded Entity thereafter;

• the adequacy, accuracy or completeness of any information (whether oral or written) issued by such Funded Entity;

• any action based on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised in relation to any Transaction Document to which such Funded Entity is a party;

• any breach by such Funded Entity of this Funded Entities’ Terms and Conditions or the Terms of Use or Transaction Document or otherwise in connection with such Funded Entity’s use of this website and content, the Platform or the Services including a breach of its representations, warranties, obligations, covenants and undertakings hereunder;

• obtaining, enforcing or preserving of its rights under any Transaction Document to which such Funded Entity is a party;

• the occurrence of any event of default;

• any enquiry, investigation, litigation related to that Funded Entity;

• any failure to prepay as notified by the Funded Entity to Validus or notified by Validus;

• the access to and/or the use of this website, the Platform or the Services by such Funded Entity, whether or not such access or use was authorised or whether it was due to any act or omission on its part including any transmission error or delay via the internet of any instruction or Facility Application made by such Funded Entity;

• any breach of any Transaction Document by such Funded Entity;

21.1 Tax Gross-Up

• All payments to be made by a Funded Entity to Validus (as agent for the Investors or for itself) hereunder or the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Funded Entity is required to make a Tax Deduction, in which case the sum payable by such Funded Entity (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that Validus receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

• The Funded Entity shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Validus accordingly.

• If a Funded Entity is required to make a Tax Deduction, that Funded Entity shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

• Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Funded Entity making that Tax Deduction shall deliver to Validus evidence reasonably satisfactory to it that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

21.2 Tax Indemnity

Without prejudice to Clause 22.1(b) (Tax gross-up), if Validus is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under any Transaction Document (including any sum deemed for the purposes of Tax to be received or receivable by Validus whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against Validus, the relevant Funded Entity shall, within three Business Days of demand, promptly indemnify Validus for any loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause shall not apply to any Tax imposed on and calculated by reference to the net income actually received or receivable by Validus (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by Validus but not actually receivable) by the Tax Authority of Vietnam.

22.1 Funded Entities must maintain strict confidence and secrecy of:

• all information of a proprietary or confidential nature that it receives, through the Platform and pursuant to or in connection with any Transaction Document (including information of any Investor, Validus, or other Funded Entity); and

• all communications through the Platform or otherwise with Validus.

22.2 Funded Entities’ obligation in Clause 22.1 shall not apply to:

• any information which is required to be disclosed by the Funded Entity 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 but only in relation to and to the extent of such information necessary and only to such persons as required by court, law, rules or regulation;

• any information which is or becomes generally known to the public, other than by reason of a breach of confidentiality obligations; and

• any information which the Funded Entity derives on its own, without the use of any confidential information described in Clause 22.1.

22.3 Funded Entities shall observe the above-mentioned restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only its employees, directors, consultants and advisers (if any) whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential.

22.4 The obligations herein shall endure without limit in point of time except and until any confidential information enters the public domain as set out above (otherwise than as a result of a breach of this Clause or any other confidentiality obligations).

Validus shall not be in breach of this Funded Entities’ Terms and Conditions, nor be liable for any failure or delay in the performance of any other obligations under this Funded Entities’ Terms and Conditions or any Transaction Document, arising from or attributable to acts, events, omissions, accidents beyond its reasonable control, including any of the following:

• acts of God, including fire, flood, earthquake, windstorm or other natural disaster;

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

• acts of any government or authority;

• any changes in law preventing Validus from performing its obligations under this Funded Entities’ Terms and Conditions or any Transaction Document;

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

• any labour disputes, including strikes, industrial action or lockouts;

• nuclear, chemical or biological contamination or sonic boom;

• fire, explosion or accidental damage;

• interruption or failure of utility service, including electric power, gas or water;

• collapse of building structures, failure of plant machinery, machinery, computers, computer systems, or vehicles; and/or

• any interruption to the Platform or Services outside the reasonable control of Validus.

If any such delay or non-performance continues for a period in excess of thirty (30) calendar days, Validus shall have the right to terminate this Funded Entities’ Terms and Conditions by giving any relevant Funded Entity seven (7) Business Days’ notice prior to such termination without affecting any rights accruing prior to such termination. For the avoidance of doubt, in the event that Validus so terminates this Funded Entities’ Terms and Conditions, the Funded Entity shall immediately repay all Debt.

• 24.1 All notices, demands or other communications by Validus to a Funded Entity in connection with this Funded Entities’ Terms and Conditions, the Platform or any Transaction Document may be sent in any manner or medium whatsoever, including through the internal messaging system of the Platform, by updating the Funded Entity’s dashboard on the Platform, through the posting on this website, 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, addressed to the Funded Entity at its Account, address, facsimile number, telephone number, or electronic mail address given at the time of registration on the Platform, or through this website. Any such notice, demand or communication aforesaid by Validus to a Funded Entity shall be deemed to have been duly served immediately upon transmission or sending, as the case may be.

  24.2 Any notices or other communication by a Funded Entity to Validus in connection with this Funded Entities’ Terms and Conditions, or any Transaction Document must be in writing and sent by prepaid registered mail, to the address of Validus. The address of Validus shall be its address stated in the “Contact Us” tab of this website, or as from time to time notified by Validus to Funded Entities. Any such notice or communication by a Funded Entity to Validus shall be deemed to have been duly served upon actual physical receipt of the same by Validus.

  24.3 Funded Entities shall not contact any Investor, other Funded Entity or the Intermediary Bank directly, or enter into or attempt to enter into any financial or commercial transactions with other Funded Entities or Investors in relation to financing (whether directly or indirectly), other than through the Platform and through the use of the Services. Prompt notification to Validus must be given if Funded Entities are contacted directly by an Investor, or other Funded Entities requesting details relating to the Funded Entity including their transactions on the Platform or in respect of contact information of the shareholders, directors, officers or partners of the Funded Entity, or in relation to any of Validus’ dealings with the Funded Entity, whether in respect of the Platform or otherwise. For the avoidance of doubt, all communications between Funded Entities and Investors or Intermediary Bank, in relation to the use of the Services and any Investment, shall only be through Validus.

Nothing herein shall be construed to create a partnership, joint venture or employment relationship between Validus and any Funded Entity or to constitute Validus as a trustee or fiduciary of any person.

Other than as expressly provided for in this Funded Entities’ Terms and Conditions, this Funded Entities’ Terms and Conditions and any rights or obligations of a Funded Entity hereunder may not be transferred or assigned by any Funded Entity, but may be transferred or assigned by Validus as the consent required from any Funded Entity is deemed to have been duly obtained. Any novation by a Funded Entity shall require Validus’ express written consent.

If any provision of this Funded Entities’ Terms and Conditions 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.

Notwithstanding any provisions of this Funded Entity’s Terms and Conditions, in the event that the Funded Entity is a business household,

• to the maximum extent permitted by the laws of Vietnam, the business household owner (and the business household owner shall procure all members of the business household, if any) shall be jointly and severally liable to any obligations, representations, warranties and undertakings of the Funded Entity being the business household in accordance with this Funded Entity’s Terms and Conditions, Transaction Documents, alongside with all other relevant documents; and
• to the maximum extent permitted by the laws of Vietnam, any and all provisions under this Funded Entities’ Terms and Conditions, when applied to the Funded Entities being the business household, must be construed and interpreted in light of the legal nature of the business household to ensure that the Funded Entity (in the form of business household) is legally bound by any and all provisions of this Funded Entities’ Terms and Conditions.

To the extent permitted by applicable law, any application, document, and agreement (including any Transaction Document) are signed, executed or accepted by the Funded Entity via electronic signature shall be deemed to have been duly signed, executed or accepted by the Funded Entity and confirming its agreement to such document. Validus may rely on such electronic signing as compelling evidence of the intent of the Funded Entity to be legally bound by an application, document or agreement. The Funded Entity further acknowledges that (a) the use of an electronic signature in any application, document or agreement does not violate or constitute a default under any law, regulation, rule, judgment, contract or other instrument binding on the Investor, its representatives or its constitutional documents (as the case may be), and (b) any application, document or agreement are signed, executed or accepted using electronic signature is legally valid, which is binding and enforceable for the Funded Entity.

• 29.1 This Funded Entities’ Terms and Conditions are governed by the laws of Vietnam.

   

  29.2 Funded Entities irrevocably submit to the exclusive jurisdiction of the courts of Vietnam in order to settle or resolve any dispute which may arise out of or in connection with this Funded Entities’ Terms and Conditions. In connection therewith, Funded Entities irrevocably waive, to the fullest extent permitted by the law, any objection that any of them may now or hereafter have to the laying by Validus 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.

   

  29.3 It is hereby agreed by the Funded Entities or any parties concerned that all the terms and conditions contained herein or any Transaction Document or Security Document have been and shall be fully reviewed and considered. Having acknowledged by the foregoing, the Funded Entities and any concerned parties agree that, under any principle of construction or rule of laws, this Funded Entities’ Terms and Conditions and any Transaction Document or Security Document shall not, in all manner whatsoever, be construed against any party by reason of drafting and preparation thereof.