1.1 Unless the context otherwise requires, terms defined in the Terms of Use shall have the same meaning when used in this Investors’ 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;
• Administration Fees has the meaning ascribed to it in Clause 9.2;
• AutoInvest has the meaning ascribed to it in Clause 7;
• Available Funds means, with respect to an Investor, the amount of funds reflected on such Investor’s dashboard on the Platform as being credited into the Intermediary Account excluding any Committed Funds;
• Business Days means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Vietnam;
• Committed Funds means, with respect to an Investor, the amount of funds reflected on such Investor’s dashboard on the Platform as being earmarked in the Intermediary Account as being committed for any Investment submitted by the Investor regardless of whether such funds have been disbursed or not;
• 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 Investor from time to time;
• Indemnified Parties has the meaning ascribed to it in Clause 14.2;
• Interest Rate means the corresponding rate of return for any Investor applicable to an Investment selected by that Investor;
• Investment means either the investment or funding which an Investor makes in respect of an Funded Entity as may be presented on the Platform for selection from time to time;
• Investment Commitment means an acceptance by an Investor in relation to an Investment to fund such Investment in such amount as the Investor may indicate in its acceptance;
• Investment Threshold means the threshold in relation to an Investment, set by Validus at its sole and absolute discretion in relation to each Investment;
• 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;
• Minimum Available Funds means the minimum amount which each Investor must maintain in its Account as stipulated by Validus to the Investors from time to time;
• Platform means the online platform operated by Validus to provide Services to Investors and Funded Entities through this website or mobile device application;
• 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 copies of relevant passports, other identification documents, proof of address and proof of authorisation or ownership of such information);
• 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 Transaction Document that an Funded Entity has requested from the Investors;
• 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;
• 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;
• 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;
• Transaction Documents means any document which Investors may enter into with Validus or the relevant Funded Entity (whether or not through Validus) from time to time in relation to any Service provided and any of the Investment;
• Validus means VGrowth Development Co. Ltd, a company duly established in Vietnam being the owner of the Platform and provider of the Services; and
• VND means the lawful currency of Vietnam.

1.2 In this Investors’ Terms 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 Investors’ Terms and Conditions, both to which Investors are bound. If there is any conflict between the two, this Investors’ 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 Investors’ Terms and Conditions) shall continue to bind the Investors.

3.1. In order to obtain access to the Services provided through the Platform as an Investor, you must:

• (as an individual) is 18 years of age or older, has full civil capacity to enter into these Investor Terms and Conditions and Transaction Documents and has valid identification papers (including: identity card, citizen identification card or passport).;
• (as a non-individual) be either an entity registered by the relevant regulatory authorities in Vietnam (as a limited company, enterprise or other legal entity), or a foreign entity, legally licensed and authorized to undertake in investment activities in Vietnam, and as may be approved by Validus;
• not be registered on the Platform as an Funded Entity;
• fulfill such other internal policies and requirements of Validus and be successfully registered by Validus on the Platform as an Investor; 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.
• In case you are foreigner, you must bear a valid passport and a valid temporary residence card granted by the competent Vietnamese governmental authority. In addition, you must ensure and maintain such documents valid for the entire period during which you are the Investor on the Platform. For clarity, failure to comply with such requirements, Validus shall not be responsible for any rejection or difficulty in withdrawing the Available Funds from the Intermediary Bank.

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, Validus has the sole and absolute discretion whether or not to register you as an Investor. We may suspend or place limitations on any trading 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 your personal data in your Registration Information, please refer to our privacy policy.

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 promptly 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, which will include marketing materials such as newsletters, updates and promotions about the Services, Platform and/or this website. You may have the right to unsubscribe or do 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 an Investor, you hereby represent, warrant, and undertake to Validus on the date of registration and on each day thereafter that you are an Investor that:

• all Registration Information furnished by you is true, accurate, current and complete;
• (if you are registering as an individual) you will not register for more than one Account or register for an Account on behalf of a person other than yourself;
• (if you are registering on behalf of a corporate entity or other organisation) you 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 the Transaction Document or Security Document, where applicable, on behalf of such corporate entity or other organisation you are registering for;
• you are familiar with the functions of and 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 Security 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; and
• you agree to strictly comply with this Investors’ Terms and Conditions, the relevant Transaction Documents and the applicable laws of Vietnam.

5.1. An Investor may, as long as such Investor maintains Available Funds not less than the Minimum Available Funds, view and participate in the Transaction Documents available on the Platform in accordance with this Investors’ Terms and Conditions and such Transaction Documents.

5.2. An Investor will fund its Account by transferring its funds into the Intermediary Account through the Platform, and notifying Validus of the same, in the following manner:

• All amounts transferred into the Intermediary Account shall be made from the Investor’s designated bank account, details of which are provided by the Investor in its Registration Information.
• Investors are required to notify Validus the details of any transfer made to the Intermediary Account immediately after any such transfer has been made. Such transfer details shall include the (i) Investor’s Account number; (ii) transaction reference number; (iii) date and amount of transfer; and (iv) such other information as either Validus and/or the Intermediary Bank may, from time to time require.
• Parties may take some time to confirm the transfer and for monies to be credited into the Intermediary Account and reflect the same unto the Investor’s Account dashboard on the Platform. As such, the time and date that such Available Funds are deemed to have been credited into the Intermediary Account shall only occur when details of such credit have been reflected on the Investor’s dashboard on the Platform.

5.3. If at the expiry of a Request Period the aggregate amount of all Investment Commitments in relation to an Investment posted on the Platform, by all Investors is:

• below the Investment Threshold, then the relevant Investment shall be deemed to have been withdrawn and will be cancelled. Investors who have submitted their Investment Commitment via the Platform will not have such Investment Commitment amount deducted from its dashboard on the Platform;
• at the Investment Threshold, unless the Funded Entity withdraws from the transaction contemplated in the relevant Transaction Documents posted, the Investment Commitment will be deemed committed by the Investor (and therefore Committed Funds) and the Investor may not withdraw or cancel such commitment thereafter. If the transaction contemplated by the relevant Transaction Documents is terminated, cancelled or withdrawn for any reason whatsoever, Validus may not be able to disclose the reason for such termination, cancelation or withdrawal but Validus will update the dashboards on the Platform of the relevant Investors to reflect the amount of Committed Funds as Available Funds, unless required by the competent authority in accordance with the applicable law; or
• above the Investment Threshold, Validus will, through the Platform, accept the Investment Commitments that are input to the Platform on the basis of (i) firstly, internal investment selection policy in accordance with the nature of the proposed transaction as issued by Validus from time to time (ii) thereafter on first-come-first-served basis, until the aggregate amount of all the successfully submitted Investment Commitments thereto matches the Requested Loan Amount.

5.4. No interest shall accrue to the Investor in respect of any Available Funds.

5.5. Investors may offer to fund by accepting, executing or acceding (as the case may be) to Transaction Documents posted on the Platform within the corresponding Request Period, provided that the Investor has sufficient Available Funds in its Account for such Investment Commitment it has indicated. For clarity, the instructions served by the Investor to Validus shall be made in the manners guided by Validus from time to time, including but not limited to (i) by way of using the Platform; or (ii) by way of sending an explicit consent to the disbursement (and other basic terms of the investment related to such disbursement) from the electronic mail duly registed by the Investor on the Platform to Validus or (iii) by any other means that Validus deems fit. The Investor thereafter authorises Validus to, within its authority permitted by the laws, deduct and apply the Investment Commitment in accordance with the Investor’s selection, pursuant to the Transaction Documents and at any time, as the consent required from the Investor is deemed to have been duly obtained. For the avoidance of doubt, an Investor’s submission of an Investment Commitment does not constitute any legal obligation on the part of Validus to ensure the process, fulfil or accept such Investment Commitment.

Investors may: 

• through the Platform; or

• upon three (3) Business Days’ prior written notice to Validus (or such number of days as Validus may require from time to time and as notified to the Investors through the Platform), request withdrawal of all or some of their Available Funds so long as such Available Funds do not comprise Committed Funds or have been disbursed pursuant to any Transaction Document.

8.1 Appointment of Validus

• Upon execution of this Investors’ Terms and Conditions till you remain to be a party to any relevant Transaction Document or Security Document and subject to regulations of such Transaction Document and Security Document, you voluntarily and irrevocably appoint Validus to act as your exclusive agent under and in connection with any Investment to, among other things:
  
  • act in the administration of such Investment including the performance, termination or amendment of any Transaction Document, Security Document or related documents entered into between yourself and any other person in relation to such Investment subject to proper instructions of the Investors;
  • enter, as your agent, into any Security Document in relation to a Transaction Document to which you are a party; and
  • carry out any duties and to enforce any of your rights under any Transaction Document or Security Document (in its sole and absolute discretion and for the legitimate benefits of the Investors).
• You irrevocably authorise Validus to exercise the rights, powers, authorities and discretions specifically given to it under, or in connection with any Investment (and the corresponding documentation relating to such Investment) together with any other incidental rights, powers, authorities and discretions.
• Validus declares that, to the fullest extent permitted by the laws, it may hold all property and/or assets in connection with the Investment for the Investors on the terms contained in this Investors’ Terms and Conditions, the Transaction Documents and any Security Document relating thereto and shall deal with such property in accordance with the provisions of the corresponding documentation relating to such Investment.
• You agree that Validus shall have only those duties, obligations and responsibilities expressly specified in this Investors’ Terms and Conditions (and no others shall be implied, unless required by the applicable laws).
• Validus shall not be bound to account to any Investor for any sum or the profit element of any sum received by it for its own account or to exercise any discretion or take any action in respect of any Investor’s Investment Commitment.
• Except as otherwise provided for in this Investors’ Terms and Conditions and Terms of Use, Validus’ role and business in providing the Services is limited to an administrative nature.

8.2. 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 provide.
• Validus may assume (unless it has received notice to the contrary in its capacity as agent for the Investors) that no default or any other event stated in any Transaction Document or Security Document has occurred under such Transaction Document or Security Document.
• Validus may act in relation to any agreement relating to an Investment, the Platform, this website or any Account whatsoever through its personnel and agents or may delegate some of its functions as agent of the Investors to other competent third parties, as the consent required from the Investor is deemed to have been duly obtained. In particular, Validus may delegate the maintenance and operation of the Intermediary Account and the handling of Available Funds to an Intermediary Bank.
• 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 or Security Document as it considers in its discretion to be appropriate in accordance with the 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.
• It is hereby agreed by the Investor that, in relation to any particular Investment, Validus may engage, rely on the advice or services of any lawyers, accountants or other experts if it deems prudent to do so for the purposes of that Investment. The costs of such professionals, upon prior notice to the Investors, shall (i) be borne by the Investors proportionately in accordance with each Investor’s Investment Commitment in respect of any Transaction Document or Security Document to which such advice or services relate and (ii) be deducted from the Available Funds of each such Investor.

8.3. No independent power

The Investors hereby voluntarily commit to waive any independent power to enforce, or have recourse to, any of the property in connection with the Investment (or the corresponding documentation relating thereto) or to exercise any rights, power, authority or discretion arising under the documents relating to the Investment, except through Validus. Investors agree that Validus may conduct any enforcement or recourse actions in its sole discretion for the legitimate benefits of the Investors and in accordance with Clause 12.

8.4. Clawback and Pre-funding

• Where a sum is to be paid to Intermediary account under any Transaction Document or Security Document for any Investor, Validus is not obliged to pay that sum to that Investor until it has been able to establish to its satisfaction that it has actually received that sum.
• If Validus, upon demand of any Investor, pays an amount to such Investor and it proves to be the case that Validus had not actually received that amount, then the Investor 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.

8.5. Partial 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:

• On due day:
  
  • 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;
  • 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
  • third, a portion of any unpaid outstanding amounts is paid to Validus (or its agents/advisors).
• 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:
  
  • 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;
  • 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;
  • 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;
  • fourth, pay the Management Consulting Fee on Funded Amount (Incurring on late payment) borne by the Funded Entity to Validus.

8.6. Changes to the use of partial payments

Notwithstanding Sub-Clause 8.5 above, Validus may, in its sole discretion, uses any partial payment in any order determined by Validus, unless otherwise specified by applicable law.

8.7. 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 therewith, 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.

9.1. If any Investor owes an amount to Validus under any Transaction Document, each of Validus and the Intermediary Bank has the right without the need for further notice or reference to any Investor, to deduct from any monies received in the Intermediary Account from or by such Investor (including any interests or monies received by the Investor pursuant to any Investment, Transaction Document or Security Document), any charges and other amounts (including the Administration Fees) due to Validus under this Investors’ Terms and Conditions or the Transaction Documents to which the Investor is party to and apply the amount deducted in or towards satisfaction of the amount owed.

9.2. In consideration of Validus providing and administering the Platform and providing the Services and maintaining the Account, Investors shall pay Validus the following administration fees for each Investment (collectively, the “Administration Fees”):

• Successful Investment Consulting Fee: calculated as a percentage on all Interest Rate payments or any other payments received in the Intermediary Account in accordance with the corresponding Transaction Document;
• Such other fees as Validus may prescribe from time to time.

9.3. Specific amounts of the Administration Fees shall be indicated by notice to Investors through the Platform prior to the submission of an Investment Commitment.

9.4. The Administration Fees shall be deducted from payments received in the Intermediary Account from the relevant Funded Entity or their debtors under the corresponding Transaction Documents or Security Documents for the Investor’s Account, and such amounts of the Administration Fees will be recorded in each Investor’s dashboard on the Platform as an amount paid to Validus. The Administration Fees shall be inclusive of any goods and services tax applicable to the Services.

9.5. The Investors shall bear all bank, service or other administrative charges for all payments made in respect of any transfer of funds from the Investors to the Intermediary Account or vice versa or in respect of any Transaction Document or Security Document.

Any person using or accessing the Platform and/or the Services and/or agreeing to this Investors’ Terms and Conditions on behalf of an Investor that is not a natural person represents and warrants that he or she is duly authorised to act on its behalf.

Each Investor represents and warrants to Validus on each day that it is an Investor that:

• If it is not a natural person, 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;
• if it is an individual, it is not a minor, is of sound mind, has the capacity to and has obtained all necessary consents to enter into any Transaction Document to which it is or will be a party, has entered into this Investors’ Terms and Conditions voluntarily after taking independent legal advice as may be required, and was not under any duress or undue influence, mistake or acting in reliance of any misrepresentation in so doing;
• It is a sophisticated investor (high net worth individual) as defined by and disclosed by Validus and within the meaning of the applicable laws of Vietnam (if any);
• 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 Investors’ Terms and Conditions and each Transaction Document it enters into or submits an Investment Commitment for;
• If it is not a natural person, the execution and delivery of this Investors’ Terms and Conditions by it of the transactions contemplated hereby or under any Transaction Document it enters into or submits an Investment Commitment for and to make such documentation admissible in evidence in the relevant jurisdiction have been duly authorised by all necessary corporate or other entity action and are in full force and effect;
• All actions, conditions and things required to be taken, fulfilled and done have been so taken fulfilled and done, including the obtaining of any necessary consents or license or governmental, regulatory approvals, or the making of any filing or registration in order to enable it to lawfully enter into, exercise its rights and perform and comply with the obligations under this Investors’ Terms and Conditions or any Transaction Document it enters into or submits an Investment Commitment for;
• Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Investors’ Terms and Conditions or any Transaction Document it enters into or submits an Investment Commitment for, do not and will not violate, or exceed any power or restriction granted or imposed by any law, regulation, constitutional documents, authorisation, any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any agreement or instrument, authorization directive or order whether or not having the force of law to which it is subject;
• Its obligation under this Investors’ Terms and Conditions or any Transaction Document it enters into or submits an Investment Commitment for are or will be valid, binding and enforceable in accordance with their terms;
• Any representation, information or statement made by it in this Investors’ Terms and Conditions or any Transaction Document it enters into or submits an Investment Commitment for is true and correct to the best of their knowledge in all material aspects;
• The Investor has legal ownership to his/her assets and any funds invested by the Investor on the Platform, these funds are lawful origin, and the Investor has the rights to unlimited use of such assets to participate in the Platform.

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

• 11.1. You acknowledge and understand that there is a risk that an Funded Entity may not repay a loan or that a debtor may not pay debts owed, which will result in partial or total loss of your Committed Funds.
• 11.2. By investing through the Platform, you will be and are doing so at your own risk. You retain complete control and discretion over the decision whether or not to provide an investment via a Transaction Document and your participation in the Platform and the Investments (and corresponding documentation relating thereto).
• 11.3. You acknowledge that Validus shall not be responsible or liable for the accuracy of the information provided by Funded Entities. However, Validus may from time to time, but without any obligation to do so, update or amend the information provided by or relating to Funded Entities.
• 11.4. You shall not rely on any information contained in the Platform in committing funds to, or participating in, an Investment but shall undertake your own research, analysis, and assessment to form your own opinion, and obtain specific professional advice as you consider necessary or appropriate before entering into, or accepting, any Transaction Document and/or making an Investment including your satisfaction of the Security Document relating thereto.
• 11.5. Monies placed in the Intermediary Account do not constitute and should not be construed to constitute “entrusted funds” or “deposits” as defined under the current laws of Vietnam (if any).
• 11.6. 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 Investors’ Terms and Conditions it may first receive such legal advice as it reasonably deems appropriate or it shall first be indemnified in funds to Validus’ account by each relevant Investor against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.
• 11.7. Investors shall be responsible for keeping themselves informed of (i) the financial condition of any relevant Funded Entities, its and all endorsers and/or guarantors of the obligations under the Transaction Documents and (ii) all other circumstances bearing upon the risk of non-payment of the obligations under the Transaction Documents or any Security Documents.
• 11.8. Investors making an Investment that is backed by insurance understand and acknowledge that, pursuant to the terms of the relevant insurance policy, there may be instances where an Investor may not receive full, partial or any payment for a claim or may not receive recoveries in the claimed amount. In such cases, Validus is not liable to pay the Investor for such unpaid or unrecovered claimed amounts. Any insurance purchased by Validus on behalf of the Investor is strictly between the Investor and the insurance company and Validus acts only in an administrative role as agent for the Investor in relation to any insurance. Validus shall not be liable for any action, inaction or negligence of the insurance company. Should a claim be made to the insurers in respect of an insured Investment, the Investor agrees that the recovery of the claim would be limited to the insurance payout and in order for such insurance payout to be effected the Investors’ rights in that Investment will be assigned by Validus (on behalf of the Investors) to the insurer.
• 11.9. The enforceability of any Transaction Document or Security Document is subject to the normal legal risks and limitations associated with such Transaction Document or Security Document of the same nature, and Validus gives no representation, warranty or undertaking to any Investor that it has ensured that any party to the Transaction Documents or any relevant Security Document has been independently advised with regards to the impact of such Transaction Documents or relevant Security Document on such party.
• 11.10. Validus gives no representation, warranty or undertaking to any Investor:
  
  • 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;
  • that the Platform or the Services will provide any Funded Entities for Investors to commit funds to;
  • of the creditworthiness of any Funded Entity or its relevant debtor(s) or the insurance company and Validus will not be liable to any Investor if any Funded Entity or debtor or insurance company fails to fully comply with any of its repurchase or repayment or claim payment obligations under any Transaction Document or Security Document. Investors waive all their rights and shall have no claims against Validus if they are unable to fully recover unpaid amounts owed or if the Investor does not receive expected returns from their Investment, or in respect of any Services performed by Validus through or in connection with the Platform.
• 11.11. Validus’ exercise of the right to withhold tax applicable to the Investor in accordance with the Laws of Vietnam to pay tax to the State on behalf of the Investor, which does not waive the Investor’s obligation to understand and comply with the provisions of the Law and all of their tax obligations (whether in or outside Vietnam). It is applicable to any payment or interest received arising out or in connection with the use of the Service and make an Investment.
• 11.12. The Investor acknowledges that has been fully advised by Validus regarding the rights and obligations for the data subject. The Investor 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 Investor and Validus agree to terminate in writing.

  The Investor here commits the provided information and data of relevant organizations and individuals have been legally collected by the Investor. 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 Investor to provide proof of these agreements above.

  The Investor 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.

12.1. Subject to Clause 12.2, in the event of any Funded Entity, guarantor or debtor’s failure to comply with its obligations in relation to any Investment, including payment or repurchase obligations, Investors hereby irrevocably authorize Validus to undertake any action that Validus deems fit to the extent permitted by law, (in Validus’ sole absolute discretion for the legitimate benefits of the Investors) on behalf of the Investors to protect the Investors’s rights under the Transaction Document and/or the Security Document. Each Investor hereby grants Validus or, if required by applicable laws, any Validus employee/designee a power of attorney (in the form prescribed by Validus) to Validus or any other employee of Validus/ staff of Validus to perform work on behalf of the Investors in relation to legal proceedings that Validus deems reasonable to protect the Investors. In taking any such actions, Validus may recover its reasonable costs as a priority from any amount reimbursed. Investors aware and accept that they will be plaintiffs in these legal proceedings. In connection with such legal actions, the Investors must provide all necessary assistance to Validus, including but not limited to providing such documents, information, evidence and witnesses as may be required.

12.2. Investors hereby jointly and severally irrevocably appoint Validus or, where it is required by the applicable laws, any of its appointed staffs / officers as their representative and authorise it / him / her to agree on such modified or amended terms with the Funded Entity, without having to obtain the Investors’ prior consent, to restructure any remaining amount payable under the Transaction Documents and/or Security Documents and to amend, at any time and as often as it deems necessary, the Transaction Documents and/or Security Documents in any manner that Validus deems appropriate in order to facilitate the payment of the sums owed under those Transaction Documents and/or Security Documents. Validus may effect on behalf of any Investor any amendment or waiver of any Transaction Document and any Security Document permitted by this Investors’ Terms and Conditions. Investors acknowledge and agree that any amendments to the Transaction Documents and/or Security Documents by Validus shall be done in accordance with what Validus deems to be in the best legitimate interests of the Investors and to be reasonable and any such Investors shall thereafter be so bound by the revised terms of the Transaction Documents and Security Documents.

• 13.1. If you no longer wish to be an Investor, subject to Clause 13.2, you should notify Validus and we will terminate your Account, access to the Platform and consequently this Investors’ Terms and Conditions (save for provisions intended to survive termination of this Investors’ Terms and Conditions).
• 13.2. Your Account may not be terminated until all Transaction Documents to which you are a party and to which you have made Investment Commitments to, have been fulfilled, terminated, expired or withdrawn.
• 13.3. All charges shall continue to apply to your Account until such time as it may be closed.
• 13.4. Validus may end your usage on the Platform and terminate your Account at any time if:
  • you breach any of your obligations under the Terms of Use, this Investors’ Terms and Conditions, any Transaction Document or any regulatory requirements relating to your activity as an investor on the Platform;
  • we suspect that you have committed or are committing fraud, are involved in money laundering or other criminal or sanctioned activities;
  • it comes to our attention that you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false; or
  • you use the Platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from the employment of, investment with, seeking funding from or any other commercial relationship with Validus.
• 13.5. Validus is authorised at any time, at its sole and absolute discretion, without giving any reason therefor, to deregister an Investor from the Platform. Upon deregistration, Validus shall, through the Intermediary Bank where applicable, return to the Investor’s bank account the Investor’s Available Funds. The Investor, having been deregistered from the Platform, cannot commit funds to any Investment posted on the Platform.
• 13.6. On such termination, where possible, we will credit your bank account with any Available Funds or send a cheque to the last address provided by you. There may be certain circumstances in which we would be unable to credit such Available Funds to you and the reasons will be provided to you to the extent that we are able to do so without being in breach of any applicable laws or regulations.

• any failure by Investors to recover some or all amounts:
  • under the Transaction Documents or Security Documents, whether as a result of such Funded Entity’s default or failure to comply with its obligations under the Transaction Documents or Security Documents, or as a result of any default or failure by any party to comply with its obligations under such related Security Documents; or
  • due under its Account;
• any action taken by it under or in connection with any Investment and no Investor 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 or Security Document;
• the adequacy, accuracy or completeness of any information (whether oral or written) supplied by Validus or any other person in or in connection with any Investment or Transaction Document or Security Document or the transactions contemplated thereto, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Investment;
• The legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or Security Document, the property in connection with the Investment or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or Security Document or property in connection with the Investment;
• 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 or any Security Document, the property in connection with the Investment or otherwise;
• the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any Investment, the property in connection with the Investment or Transaction Document, Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Investment or the property in connection with the Investment;
• 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 failure in an insurance claim in relation to any Investment.
• any Investor’s registration with and/or use of the Platform;
• any Investor’s successful or due execution of any Transaction Document;
• any Investor’s Investment Commitment not being successfully submitted on the Platform;
• any Investor’s participation in any Transaction Document, or in the Platform or the Investor’s use of the Services or in relation to any Investment;
• any Funded Entity or security provider’s failure to perform its obligations under or in connection with any Transaction Document or Security Document;
• the maintenance, provision and operating of this website, the Platform and the Services by Validus;
• any delay (or any related consequence) in crediting or transferring an amount required in connection with a Transaction Document, Security Document or otherwise, to or from an Investor or an Account if such Indemnified Party 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, resulting in a failure to recover the unpaid amounts in relation to any Transaction Document or Security Document.

• any breach of this Investors’ Terms and Conditions or the Terms of Use or otherwise in connection with such Investor’s use of this website and content, the Platform or the Services including a breach of its representations, warranties, obligations, covenants and undertakings hereunder;
• any cost, loss, or liability incurred by any Indemnified Party acting as the agent of such Investor in relation to any Investment, Transaction Document or Security Document (unless Validus has been reimbursed or indemnified by the relevant Funded Entity in relation to such cost, loss or liability pursuant to any Transaction Document or Security Document);
• the access to and/or the use of this website, the Platform or the Services by such Investor, 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 Investment Commitment;
• any breach of any Transaction Document by such Investor, including a breach of its representations, warranties, obligations, covenants and undertakings thereunder;
• the violation by such Investor of any rights of another person or entity or the breach by such Investor of any statutory requirement, duty or law; or
• any actions taken by any Indemnified Party under Clause 12 (including fees incurred in relation to any third party debt collection agencies or legal fees);
• any commercially reasonable actions taken by Validus under this Investors’ Terms and Conditions, under any Transaction Document and under any Security Document.

16.1. Investors 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 or Security Document (including information of any Funded Entity, Validus, or other Investor); and
• all communications through the Platform or otherwise with Validus.

16.2. The Investors’ obligation in Clause 16.1 shall not apply to:

• any information which is required to be disclosed by the Investor 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 Investor derives on its own, without the use of any confidential information described in Clause 16.1.

16.3. Investors 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.

16.4. 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).

• 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 Investors’ Terms and Conditions, any Transaction Document or any Security 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.

18.1. All notices, demands or other communications by Validus to an Investor in connection with this Investors’ Terms and Conditions, the Platform, any Transaction Document or any Security Document may be sent in any manner or medium whatsoever, including through the internal messaging system of the Platform, by updating the Investor’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 Investor 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 an Investor shall be deemed to have been duly served immediately upon transmission or sending, as the case may be.

18.2. Any notices or other communication by an Investor to Validus in connection with this Investors’ 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 Investors. Any such notice or communication by an Investor to Validus shall be deemed to have been duly served upon actual physical receipt of the same by Validus.

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

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

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

If any provision of this Investors’ 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.

To the extent permitted by applicable law, any application, document, and agreement (including any Transaction Document) are signed, executed or accepted by the Investor via electronic signature shall be deemed to have been duly signed, executed or accepted by the Investor and confirming its agreement to such document. Validus may rely on such electronic signing as compelling evidence of the intent of the Investor to be legally bound by an application, document or agreement. The Investor 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 Investor.

23.1. This Investors’ Terms and Conditions is governed by the laws of Vietnam.

23.2. Investors 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 Investors’ Terms and Conditions. In connection therewith, Investors 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.

23.3. It is hereby agreed by the Investors 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 Investors and any concerned parties agree that, under any principle of construction or rule of laws, this Investors’ 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.