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T&C for $2,500 Mar 2019

Master Factoring Agreement

 

 

Between

GFin Services (S) Pte. Ltd.

(GFin as purchaser)

 

and

 

The driver who opts to participate in this Master Factoring Agreement

 

(Driver as seller)

 

and

 

GrabCar Pte. Ltd.

(GrabCar as obligor)

 

 

 

 

 

 

Table of contents

Clause                                                                                                                                          Page

1             INTERPRETATION AND DEFINITIONS  1

1.1         Interpretation   1

1.2         Definitions  2

1.3         Recitals and Schedules  3

1.4         Table of Contents  3

2             TERM   4

3             THE SALE AND PURCHASE OF BONUS CREDITS  4

3.1         Offer and Acceptance  4

3.2         Sale, Purchase and Collection of Earned Bonus Credits  4

3.3         Purchase Price  5

3.4         Payment of Factoring Charge  5

3.5         Enforcement Costs  5

3.6         Goods/Sales and Services Tax  5

4             THE ASSIGNMENT  5

4.1         Notice of Assignment 5

4.2         Driver No Further Rights  5

4.3         Driver’s Covenant 6

5             SECURITY  6

5.1         Driver’s Wallets as Security  6

5.2         Continuing security  7

5.3         Notice of assignment 7

5.4         Enforcement of security  7

6             REPRESENTATIONS AND WARRANTIES  8

6.1         Driver’s representations and warranties  8

6.2         Repetition   9

6.3         Saving of GFin’s Rights  9

7             TERMINATION AND BUYBACK  9

7.1         Events of Default 9

7.2         Termination   9

7.3         Limited Buyback of Purchased Bonus Credits  9

7.4         Set-off 10

8             COST AND EXPENSES  10

8.1         Costs and expense  10

8.2         Stamp duty  10

9             PERSONAL DATA  10

10          NOTICES  10

11          GENERAL  11

11.1      Entire Agreement 11

11.2      Confidentiality  11

11.3      Execution   11

11.4      Effective Date  11

11.5      Counterparts  11

11.6      Further Assurance  11

11.7      Amendments and Additions  12

11.8      Contra Proferentum   12

11.9      Assignment 12

11.10   Successors and Assigns  12

11.11   Force Majeure  12

11.12   No Partnership or Agency  12

11.13   Invalidity and Severability  12

11.14   Time of the Essence  13

11.15   Knowledge and Acquiescence  13

11.16   Rights and Remedies  13

11.17   Acceptance and Electronic Signature  13

11.18   Governing law   13

SCHEDULE 1  14

SCHEDULE 2  15

SCHEDULE 3  16

 

MASTER Factoring AGREEMENT(“Agreement”)

This Master Factoring Agreement is made on the date as set out in Section 1 of Schedule 1 hereto

BETWEEN the following parties:

  1. GFin Services (S) Pte. Ltd. (Company No. 201803248H) a company incorporated and existing in Singapore with its registered address at 7, Straits View. #11-01, Marina One East Tower, Singapore 018936 (hereinafter referred to as “GFin” which expression shall, where the context so permits, include its successors in title, permitted assigns and permitted transferees); and
  2. The party who opts to participate in this Master Factoring Agreement including its terms, as set out in Section 2 of Schedule 1 (hereinafter referred to as “Driver” which expression shall, where the context so permits, include his/her personal representatives and successors in title); and
  3. GrabCar Pte. Ltd. (Company No. 201427085E) a company incorporated and existing in Singapore with its business address at 28 Sin Ming Lane, #01-143 Midview City, Singapore 573972 (hereinafter referred to as “GrabCar” which expression shall, where the context so permits, include its successors in title, permitted assigns and permitted transferees),

(each a “Party”, collectively the “Parties”).

 

WHEREAS

  1. GFin is carrying out the factoring business or the business of acquiring debts due to any person.
  2. GrabCar is a leading for-profit social start-up with a mission to revolutionize the transportation industry which is based in Singapore and GrabCar offers smartphone-based technologies for vehicle booking and dispatch provided by third party service providers (“E-hailing Provider”) via its application (“Grab App”).
  3. GrabCar, at its discretion, will give out incentives in the form of bonus credits (“Bonus Credits”) accruable on a weekly basis subject to the Driver completing certain targeted fares and meeting the requirements under the incentive programme determined from time to time by GrabCar.
  4. The Bonus Credits arising after the date of this Agreement (“Earned Bonus Credits”) is payable to the Driver by GrabCar on a weekly basis or at some other interval to be determined by GrabCar.
  5. The Driver desires to factor Earned Bonus Credits payable by GrabCar and GFin, as the factor, desires to purchase the Earned Bonus Credits on the terms set out in this Agreement.

1              INTERPRETATION AND DEFINITIONS

1.1          Interpretation

This Agreement, and all the Schedules attached hereto, together with the terms and conditions constitutes a legally binding Agreement between the Parties and should be read together in full. To the extent there is a conflict between said Schedules and this Agreement, the terms of this Agreement shall prevail, and:

(a)           words importing the singular include the plural and vice versa;

(b)           words importing a gender include any gender;

(c)           where a word or phrase indicates an exception to any of the provisions of this Agreement, and a wider construction is possible, such word or phrase is not to be construed ejusdem generis with any foregoing words or phrases and where a word or phrase serves only to illustrate or emphasize any of the provisions of this Agreement such word or phrase is not to be construed, or to take effect, as limiting the generality of such provision;

(d)           a reference to any thing (including, but not limited to, any right) includes a part of that thing but nothing in this Clause 1.1(d) implies that performance of part of an obligation constitutes performance of the obligation;

(e)           a reference to a recital, clause, paragraph, party, annexure, exhibit or schedule is a reference to a recital, clause, paragraph of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to this Agreement includes any annexure, exhibit and schedule;

(f)            references to clauses and paragraphs are references to clauses and paragraphs of the clause and schedule in which they appear;

(g)           any reference to “writing”, or cognate expressions, includes any mode of representing or reproducing words in tangible and permanently visible form, and includes telex and facsimile transmissions;

(h)           a reference to a Party to a document or this Agreement, includes that Party’s successors, permitted assigns or permitted transferees and in the case of the Driver, its/his/her personal representatives;

(i)            a reference to a “person” includes any individual, firm, body corporate, government or state, association or partnership (whether or not having a separate legal entity);

(j)            no provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision;

(k)           a reference to a document or this Agreement includes all amendments or supplements to, or replacements or novations of, that document or this Agreement, as the case may be;

(l)            references to any statutes, statutory provision, regulations, directives or treaties or any particular statute, statutory provision, regulation, directive or treaty will include any amendment, modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations made under it;

(m)          any reference to “pay”, or cognate expressions, includes payments made in cash or by way of bank drafts (drawn on a licensed international bank) or effected through inter-bank transfers to the account of the payee, giving the payee access to immediately available, freely transferable, cleared funds and the abbreviation “S$” or “SGD” means the lawful currency of Singapore;

(n)           any reference to a “day”, “week”, “month” or “year” is to that day, week, month or year in accordance with the Gregorian calendar; and

(o)           words denoting an obligation on a Party to do any act matter or thing include an obligation to procure that it be done and words placing a Party under a restriction include an obligation not to permit infringement of the restriction.

1.2          Definitions

In this Agreement, headings and boldings are for convenience only and do not affect the interpretation of this Agreement and, unless the subject or context otherwise requires or unless it is otherwise expressly provided:

Bonus Credits” means the incentive amount to be generated by a Driver in accordance with the requirements of the incentive programme to be determined and payable by GrabCar;

Business Day” means a day (other than a Saturday, Sunday or gazette public holiday in Singapore) when commercial banks are open for banking business in Singapore;

Delivery Date” means each Monday during the period from the Disbursement Date to the Final Delivery Date (or if there is any change in the schedule incentives pay-out as determined by GrabCar from time to time, such other periodic date as determined by GrabCar and GFin);

Drivers Terms and Conditions” means the terms which governs the drivers of GrabCar as listed in https://www.grab.com/sg/terms/driver/;

Driver’s Wallets” means both the driver’s Cash Wallet and Credit Wallet managed within the Grab App, whereas such Cash Wallet stores incentives (but excluding the Earned Bonus Credits purchased by GFin), Fare Income, promotion, bonus, etc. payable by GrabCar; and such Credit Wallet stores the Service Fee payable to GrabCar;

Earned Bonus Credits” means all Bonus Credits which may arise from the Disbursement Date to and including the Final Delivery Date;

Events of Default” means the event of default listed in Clause 7.1 and “Event of Default” means any one of them;

Factoring Charge” means in relation to the Purchase Bonus Credits, a charge calculated at the factoring rate as per the Term set out in Schedule 1;

Fare Income” means the fare income after deducting the Service Fee referred to in the Drivers Terms and Conditions;

Final Delivery Date” means the expected day in which the Driver has delivered all the Purchased Bonus Credits as set out in Section 4 of Schedule 1;

Goods and Services Tax” means the prevailing goods, sales, services and/or any similar additional tax imposed under Singapore law for the time being;

Indebtedness” means the aggregate of all monies outstanding or payable or agreed to be payable by the Driver from time to time to GFin under this Agreement and includes all liabilities and obligations whether present or future or actual or contingent for the delivery of Purchased Bonus Credits by the Driver under this Agreement which includes but is not limited to buyback of the Purchased Bonus Credits and payments required to be made in accordance with Clause 7.3 and any other costs or expenses related thereto;

Purchased Bonus Credits” means the gross amount of the Earned Bonus Credits to be purchased by GFin and delivered by the Driver as set out in Section 6 of Schedule 1;

Service Fee” means the commission which GrabCar receives from the Drivers who uses the Grab App;

Term” has the meaning ascribed to it in Clause 2; and

Weekly Deliverables” means the amount of Earned Bonus Credits to be delivered by the Driver as set out in Section 8 of Schedule 1 on a weekly basis commencing from the Disbursement Date and ending on the Final Delivery Date.

1.3          Recitals and Schedules

The recitals and schedules of and to this Agreement shall have effect and be construed as an integral part of this Agreement, but if there is any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by –

(a)           giving the provisions contained in the clauses of this Agreement priority and precedence over the provisions contained in the recitals and schedules of and to this Agreement; and

(b)           giving the provisions contained in the schedules of this Agreement priority and precedence over the provisions contained in the recitals to this Agreement.

1.4          Table of Contents

The table of contents, headings and sub-headings in this Agreement are inserted merely for convenience of reference and will be ignored in the interpretation and construction of any of the provisions herein contained.

 

2              TERM

Subject to the provisions in Clause 7.1, this Agreement shall continue for the period stated in Section 5 of Schedule 1 (“Term”). The termination of this Agreement under Clause 7.1 shall not affect any rights or outstanding obligations of the Parties hereto in relation to the Purchased Bonus Credits.

3              THE SALE AND PURCHASE OF BONUS CREDITS

3.1          Offer and Acceptance

(a)           The Driver irrevocably and unconditionally offers to sell to GFin the Purchased Bonus Credits on the terms and conditions of this Agreement.

(b)           If GFin exercises its right to accept or purchase the Purchased Bonus Credits at the Purchase Price calculated in the manner set out in Section 7 of Schedule 1, GFin will notify the Driver of its acceptance of such offer from Driver to sell the Purchased Bonus Credits.

3.2          Sale, Purchase and Collection of Earned Bonus Credits

(a)           In consideration of payment to the Driver of the Purchase Price, the Driver immediately upon the delivery of the notification of the acceptance mentioned in Clause 3.1 (“Offer and Acceptance”) above assigns unto GFin absolutely the Purchased Bonus Credits together with ALL whatsoever rights, title, property, claims and interests vested in the Driver in and to the said Purchased Bonus Credits and the full benefits and all stipulations granted thereby and contained therein and all remedies for enforcing the same.

For the avoidance of doubt, the absolute assignment hereunder is not an assignment by way of charge or a conditional assignment.

(b)           In consideration of payment to the Driver of the Purchase Price in the amount set out in Section 7 of Schedule 1, the Parties agree that the Purchased Bonus Credits in the amount set out in Section 6 of Schedule 1, shall be delivered by the Driver and shall be collected by GFin or GrabCar as its nominee as follows:

                (i)            during the period from the Disbursement Date to the Final Delivery Date, GrabCar is irrevocably authorized to, and shall, on each Delivery Date, pay to or credit into the account of GFin Earned Bonus Credits which have accrued in an amount equal to the Weekly Deliverables for that Delivery Date and which remain undelivered to GFin; and

               (ii)           provided always that the total amount paid out or credited into the account of GFin shall not exceed the amount of the Purchased Bonus Credits.

For the avoidance of doubt, GrabCar shall not credit into the Driver’s Wallets any Earned Bonus Credits which are to be paid to or credited into the account of GFin under this Agreement.

(c)           If requested by GFin, the Driver shall immediately deliver to GFin a schedule or updated schedule setting out the details of the Purchased Bonus Credits in form and substance prescribed by GFin, including the details of the contracts entered into or arising between GrabCar and the Driver (including pursuant to the exchange of electronic communication) generating the Purchased Bonus Credits.

(d)           The Parties agree that GFin is entitled to appoint a nominee or nominees to receive and accept the Purchased Bonus Credits in place of GFin in accordance with Clause 3.2(b) above.

3.3          Purchase Price

The Purchase Price payable to the Driver on the Disbursement Date for the Purchased Bonus Credits shall represent a discounted value of the Purchased Bonus Credits set out in Section 7 of Schedule 1 (“Purchase Price”).

3.4          Payment of Factoring Charge

GFin shall be entitled to a Factoring Charge as set out in Section 9 of Schedule 1, which is calculated from the date of disbursement set out in Section 3 of Schedule 1 (“Disbursement Date”) and be payable by the Driver. For the avoidance of doubt, the Factoring Charge has been included in the total Purchased Bonus Credits and payable according to Clause 3.2 and is not refundable.

3.5          Enforcement Costs

If the Driver fails to deliver all the Purchased Bonus Credits by the Final Delivery Date, GFin in its sole and absolute discretion may require the Driver to pay on demand any other costs or expenses related to the enforcement of the delivery of the Purchased Bonus Credits on a full indemnity basis.

3.6          Goods/Sales and Services Tax

(a)           The Parties agree that the Purchase Price is inclusive of Goods and Services Tax (if any).

(b)           The Driver shall indemnify GFin against all claims, costs, damage, fines or penalties which may be brought suffered or levied against the Vendor as a result of actions by the Inland Revenue Authority of Singapore for non-payment of the Goods and Services Tax payable in respect of the sale and purchase of the Purchased Bonus Credits herein.

4              THE ASSIGNMENT

4.1          Notice of Assignment

(a)           The Driver hereby irrevocably appoints GFin or such other person or persons as GFin may designate as its nominee, agent and in the name of the Driver to execute under hand, on behalf of the Driver and deliver or cause to be executed under hand on behalf of the Driver and delivered to GrabCar Notice(s) of Assignment in respect of the Purchased Bonus Credits (“NOA for Purchased Bonus Credits”) assigned to GFin pursuant to Clause 3.2.

(b)           Such NOA for Purchased Bonus Credits or document executed by such nominee or agent shall have effect as if the NOA or document is executed by the Driver.

(c)           The authority granted to GFin or such other person under this clause shall remain in force until revoked and GFin or such other person is hereby empowered and authorised to give full effect to each document in such manner and at such time and times as it deems fit with full power to do and execute the NOA for Purchased Bonus Credits on behalf of the Driver.

4.2          Driver No Further Rights

(a)           With effect from the date of payment of the Purchase Price, all the interest of the Driver in the Purchased Bonus Credits and all subsisting rights and all remedies for enforcing the Purchased Bonus Credits shall vest in GFin and the Driver shall have no rights, title, interests, claim or anything whatsoever to the Purchased Bonus Credits or any part thereof and shall make no claim whatsoever in respect thereof and the Driver hereby expressly acknowledge that from the date of acceptance by GFin of the offer of a debt, GFin is the person entitled to the rights title interests and benefits to the Purchased Bonus Credits and to the legal and equitable title and interest in and to the Purchased Bonus Credits.

(b)           In amplification and not in derogation of any other provision in this Agreement, the Parties expressly agree and confirm with each other that GFin shall be entitled to all whatsoever benefits rights title and interest to the Purchased Bonus Credits imposed upon or vested in the Driver and the Driver covenants and undertakes to do all acts and execute all instruments necessary or expedient for the purpose of effecting the stipulations hereinbefore expressed as may be required by GFin for the purpose of perfecting the assignment herein.

4.3          Driver’s Covenant

(a)           Notwithstanding the assignment, the Driver shall and hereby undertakes to continue to observe, perform and be bound by all whatsoever conditions, covenants, liabilities and stipulations under the Driver Terms and Conditions.

(b)           The Driver shall and hereby undertakes to earn sufficient Bonus Credits during the period commencing from the Disbursement Date till the Final Delivery Date such that (i) Weekly Deliverables required of him/her each week is delivered to and collected by GFin by the relevant Delivery Date and (ii) the aggregate Weekly Deliverables delivered to and collected by GFin during such period is equal to the amount of the Purchased Bonus Credits.

(c)           For the consideration aforesaid, the Driver hereby irrevocably agrees and covenants with and undertakes to GFin, to immediately upon the request of GFin execute in favour of and deliver to GFin, a power of attorney in form and substance prescribed by GFin to enable GFin to exercise more readily the rights, remedies and powers conferred upon GFin in respect of the Purchased Bonus Credits; to do all such acts and execute in its name or otherwise all such documents and instruments as may be necessary or expedient to enable GFin to exercise the rights, remedies and powers conferred upon GFin in respect of the Purchased Bonus Credits or under this Agreement or as may be necessary or expedient to protect or otherwise perfect the interest of GFin to the Purchased Bonus Credits or the security over the Driver’s Wallets under this Agreement; to issue notices of the assignment contemplated in this Agreement; to demand sue for and recover and take all appropriate legal proceedings for the recovery of the whole or any part of the Purchased Bonus Credits and other sums assigned hereunder and to give a good receipt and valid discharge for the same and to do and perform all whatsoever acts deeds matters and things as fully and effectually as the Driver could itself do in respect of the Purchased Bonus Credits, with power for such attorney or attorneys to substitute and appoint one or more attorneys under such attorney(s) for all or any of the purposes aforesaid as such attorney(s) shall think fit and the Driver hereby agrees and undertakes at all times hereafter to ratify and confirm all whatsoever the said attorney(s) or its or their substitute(s) shall lawfully do or cause to be done in or concerning the premises by virtue of this clause.

5              SECURITY

5.1          Driver’s Wallets as Security

In consideration of GFin having agreed to make payment of the Purchase Price at the request of the Driver, the Driver hereby absolutely and irrevocably grants a first ranking assignment and a first ranking fixed charge over all the present and future rights, title and interest in and to his/her Driver’s Wallets including all amounts from time to time and at any time standing to the credit of the Driver’s Wallets whether deposited in or credited to the said Driver’s Wallets or otherwise (“Assigned Property”) to GFin as security for:-

(a)           the complete and timely delivery of the Purchased Bonus Credits;

(b)           the delivery of the Weekly Deliverables in accordance with Clause 3.2(b); and

(c)           the Indebtedness,

(collectively, “Secured Obligations”).

5.2          Schedule

If requested by GFin, the Driver shall immediately deliver to GFin a schedule or updated schedule (in form and substance prescribed by GFin) setting out the details of the contracts entered into or arising between GrabCar and the Driver (including pursuant to the exchange of electronic communication) relating to the amounts deposited in the Driver’s Wallets.

5.3          Continuing security

The Driver hereby agrees and declares that the assignment and charge under Clause 5 is expressly intended to be and shall be a continuing security for the Secured Obligations and shall continue to be held by GFin until all the outstanding Secured Obligations have been settled fully notwithstanding the Driver may at any time or from time to time cease to be indebted to GFin for any period or periods and notwithstanding a bankruptcy whether voluntary or compulsory.

5.4          Notice of assignment

(a)           The Driver hereby irrevocably appoints GFin or such other person or persons as GFin may designate as its nominee, agent and in the name of the Driver to execute under hand, on behalf of the Driver and deliver or cause to be executed under hand on behalf of the Driver and delivered to GrabCar Notice(s) of Assignment in respect of the Assigned Property in the form of Schedule 3 (“NOA for Assigned Property”).

(b)           Such NOA for Assigned Property or document executed by such nominee or agent shall have effect as if the NOA for Assigned Property or document is executed by the Driver.

(c)           The authority granted to GFin or such other person under this clause shall remain in force until revoked and GFin or such other person is hereby empowered and authorised to give full effect to each document in such manner and at such time and times as it deems fit with full power to do and execute the NOA for Assigned Property on behalf of the Driver.

5.5          Enforcement of security

If the Driver fails to pay any amount due and payable under this Agreement, and notwithstanding anything contained herein to the contrary, GFin shall be entitled forthwith to apply, and GrabCar is irrevocably and unconditionally authorized to debit and pay over to GFin, any credit balance standing to the Driver’s Wallets towards satisfaction of the shortfall or take such action (whether on its own accord or through its agent(s)) as may be appropriate against the Driver, including action to sue and institute by way of civil suit for the recovery of the Indebtedness either before, after or concurrent with the action to enforce the security towards satisfaction of the Secured Obligations. Nothing in Clause 5 shall affect the Parties’ rights and obligations arising under this Agreement.

5.6          No Withdrawal

If the Driver fails to pay any amount due and payable under this Agreement and so long as such amount has not been paid, the Driver shall not withdraw any amounts from the Driver’s Wallets without the prior written consent of GFin. GFin is authorized to notify GrabCar of any such non-payment and pursuant to such notice GrabCar is irrevocably and unconditionally authorized to block any further withdrawals from the Driver’s Wallets until further notice to the contrary from GFin.

5.7          Release of security

Notwithstanding any other provision under this Agreement, the security created pursuant to this Clause 5 shall not be released until GFin notifies the Driver that it is satisfied that the Secured Obligations have been irrevocably and unconditionally paid and discharged in full.

6              REPRESENTATIONS AND WARRANTIES

6.1          Driver’s representations and warranties

The Driver hereby represents and warrants to GFin as follows:

(a)           this Agreement constitute legal, valid and binding obligations of the Driver enforceable in accordance with its terms;

(b)           that all acts, conditions and things which are required or advisable to be done for or in connection with the execution, delivery, performance, legality or enforceability of this Agreement and in accordance with its terms have been done, performed and have happened in due and strict compliance with all applicable laws and regulations;

(c)           the Driver is or will become the sole and beneficial owner of the Earned Bonus Credits and the Fare Income stored in the Driver’s Wallets and no charge, mortgage, pledge, lien or encumbrance or security interest or any claim exist on or over any part of the Earned Bonus Credits (other than the security in relation to the Driver’s Wallets created by this Agreement);

(d)           that there are no proceedings current or pending before any court or to the knowledge of the Driver threatened against or affecting the Driver and no pending proceedings are before any government agency or administrative body or to the knowledge of the Driver threatened against the Driver which if adversely determined would materially or adversely affect the financial condition of the Driver or impair the right of the Driver or the ability of the Driver to discharge the Indebtedness due hereunder or to perform his obligations under this Agreement and to the best of the knowledge and belief of the Driver, the Driver has complied with all applicable statutes and regulations of all government authorities having jurisdiction over the Driver;

(e)           that there is no material adverse change in the financial condition of the Driver or other conditions which will materially affect the ability of the Driver to perform the obligations of the Driver under this Agreement;

(f)            no bankruptcy proceedings have been commenced against the Driver and the Driver has not been adjudged a bankrupt;

(g)           neither the signing nor delivery of this Agreement nor the performance of any of the transactions contemplated herein will contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment, order, licence, permit or consent by which the Driver or any of his assets is bound or affected;

(h)           the Driver will obtain a valid, binding and enforceable title in all respects for the Earned Bonus Credits;

(i)            before the acceptance of the sale of any Earned Bonus Credits by GFin, the Driver will have fully performed all the obligations required in respect of all the Earned Bonus Credits offered;

(j)            GrabCar will not be entitled to any counter-claim, set-off, defence or other equity against the Driver in respect of any Purchased Bonus Credits, and the Driver does not know, and could not on reasonable enquiry know, of any facts likely to lead to any counter-claim, set-off, defence or other equity;

(k)           there is no prior sale, assignment, transfer or encumbrance in respect of the Purchased Bonus Credits; and

(l)            the Driver has not agreed to any extension of time for payment of the Purchased Bonus Credits without the prior written consent of GFin.

6.2          Repetition

(a)           The representations and warranties in Clause 6.1 will be deemed repeated on each day during the currency of this Agreement by reference to the facts and circumstances subsisting on each such day.

(b)           The Driver hereby acknowledges that GFin has entered into this Agreement on the basis of and in full reliance of the above representations and warranties and the Driver agrees covenants undertakes and confirms that each of the representations and warranties contained in the preceding sub-section shall survive and continue to have full force and effect after the execution of this Agreement and the Driver hereby warrants to GFin that the above representations and warranties will be true and correct and fully observed throughout the Term as if repeated then by reference to the then existing circumstances.

6.3          Saving of GFin’s Rights

(a)           GFin’s rights and remedies in relation to any misrepresentation or breach of warranty shall not be prejudiced by any investigation by or on behalf of GFin into the affairs of the Driver or by the execution or the performance of this Agreement or by any other act or thing which may be done by or on behalf of GFin in connection with this Agreement.

(b)           GFin shall be entitled to make any claim or take any other action to collect the Purchased Bonus Credits or any monies or to enforce any rights and benefits hereby assigned to GFin or to which GFin may at any time entitled hereunder.

7              TERMINATION AND BUYBACK

7.1          Events of Default

GFin may terminate this Agreement forthwith without prior notice if:

(a)           the Driver commits a breach of this Agreement or the Driver Terms and Conditions;

(b)           the Driver commits any act of bankruptcy, calls a meeting of creditors, makes an arrangement or composition with creditors, or permits a judgment to remain unsatisfied for 7 days;

(c)           the Driver ceases to carry on business or the Driver ceases driving for GrabCar; or

(d)           the Driver fails to earn, generate or deliver the Purchased Bonus Credits stipulated in Section 6 of Schedule 1 in accordance with Clause 3.2(b).

7.2          Termination

Termination of this agreement will not affect any rights or obligations of the Parties in relation to the Purchased Bonus Credits purchased before the termination.

7.3          Limited Buyback of Purchased Bonus Credits

(a)           The purchase of the Purchased Bonus Credits shall be subject to a right of GFin to require the Driver to immediately buyback from the GFin the Purchased Bonus Credits or (where the relevant Earned Bonus Credits have not arisen) to immediately refund the Purchase Price, in each case in part or in full as determined by GFin in its absolute discretion and upon notice from GFin, LESS any partial payment or delivery of Purchased Bonus Credits already received by GFin in respect of the Purchased Bonus Credits under this Agreement.

(b)           GFin may exercise such rights if the Driver has failed to deliver, or there has been a failure to collect, any Weekly Deliverables in accordance with Clause 3.2(b), and such failure is caused by any of the following events:

(i)         the Driver ceases to carry on business or the Driver ceases driving for GrabCar; or

(ii)        the Driver fails to earn, generate or deliver the Purchased Bonus Credits stipulated in Section 6 of Schedule 1 in accordance with Clause 3.2(b);

(iii)       the Driver fails to comply with its undertakings under Clause 4.3(b); or

(iv)       any representation and warranties made by the Driver under this Agreement is or proves to be incorrect or misleading when made.

7.4          Set-off

(a)           Without prejudice to other rights of GFin under this Agreement, GFin may at any time set-off any amount due to GFin from the Driver against any amount due from GFin to the Driver.

(b)           The Driver may, with the prior written consent of GFin, and shall, if requested by GFin, set-off any amount due to GFin from the Driver against any amount due to the Driver from GrabCar. Pursuant to such set-off, GrabCar shall owe to GFin an amount equal to the amount set-off and shall pay such amount to GFin promptly upon GFin’s demand.

7.5          Right to Debit

If the Driver fails to pay any amount due and payable under this Agreement, and notwithstanding anything contained herein to the contrary, GFin shall be entitled forthwith to apply, and GrabCar is irrevocably and unconditionally authorized to debit and pay over to GFin, any credit balance standing to the Driver’s Wallets towards satisfaction of the shortfall.

8              COST AND EXPENSES

8.1          Costs and expense

Each party shall pay its own costs and expenses in respect of the negotiation, preparation, execution and delivery of this Agreement and any other agreement or document entered into or signed under or in connection with this Agreement (including solicitors’ costs on a solicitor and client basis).

8.2          Stamp duty

GFin shall bear and pay all stamp duties payable in connection with this agreement (including the assignments).

9              PERSONAL DATA

The Driver agrees and consents to GFin using and processing his Personal Data for the purposes and in the manner as identified under the Privacy Policy that he agreed to at the point of registration.

10           NOTICES

(a)           Any demand, request, notice or other communication (each a “Notice”) by or on behalf of GFin or the Driver shall be in writing.

(b)           A Notice may be given or made by post, telegram, facsimile, personal delivery or such other mode as may be allowed by GFin.

(c)           A Notice shall be issued by or on behalf of GFin (including computer generated notices/statements that do not require any signature) to the Driver at the Driver’s address, facsimile number or electronic mail address as stated in Schedule 1 or the last known address, facsimile number or electronic mail address notified by the Driver in writing. The Notice is deemed delivered to the Driver: (i) in the case of post, two (2) days after the date of posting notwithstanding the Notice is returned undelivered or unclaimed; (ii) in the case of facsimile, on the day of transmission; (iii) in the case of electronic mail, on the day of transmission provided that GFin has not received a failed or undeliverable message from the host provider of the recipient within the day of transmission; or (iv) in the case of personal delivery, at the time of delivery.

(d)           A Notice by the Driver to GFin shall be duly signed by the Driver and served on GFin at the address or facsimile number as notified in writing by GFin from time to time. A Notice is deemed received by GFin upon actual receipt of the same.

(e)           The Driver agrees that GFin may, at its sole discretion, record and monitor all oral and written communication with the Driver in such manner and at such times as GFin deems fit.

11           GENERAL

11.1       Entire Agreement

This agreement and all documents referred to herein –

(a)           constitutes the entire agreement and understanding between the Parties with respect to the matters dealt with in this agreement;

(b)           supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to this agreement in respect of the matters dealt with in this agreement; and

(c)           was not entered into by the Parties in reliance of any agreement, understanding, warranty or representation of either Party not expressly contained or referred to in this Agreement.

11.2       Confidentiality

The Driver must treat as strictly confidential the subject matter of this Agreement and the negotiations relating to this Agreement, including, without limitation, the contents, terms and conditions of this Agreement and shall not disclose the same without prior written consent of GFin. This obligation on the part of the Driver shall remain binding and subsisting notwithstanding termination of this Agreement.

11.3       Execution

The execution of this Agreement by or on behalf of a Party will constitute an authority to the solicitors (if any) acting for that Party in connection with this Agreement to deliver and date it on behalf of that Party.

11.4       Effective Date

This Agreement will take effect on the date entered on the first page of this Agreement irrespective of the diverse dates upon which the respective Parties may have executed this Agreement.

11.5       Counterparts

(a)           This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, but will not be effective until each Party has executed at least one counterpart.

(b)           Each counterpart, when executed, will be deemed to constitute an original copy of this Agreement, but the counterparts, taken together, will constitute one and the same instrument.

11.6       Further Assurance

Each Party has entered into this Agreement in good faith and must do all things and execute all further documents necessary to give full effect to this Agreement.

11.7       Amendments and Additions

No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement will be effective unless it is in writing and signed (whether by way of electronic signature or otherwise) by both of the Parties.

11.8       Contra Proferentum

The Driver agrees that (a) there shall be no presumption that any ambiguity in this Agreement should be construed in favour of or against GFin solely as a result of GFin actual or alleged role in the drafting of this Agreement, and (b) the provisions of this Agreement and all documents entered into pursuant to this Agreement are fair and reasonable. The Driver hereby confirm having read and understood this Agreement.

11.9       Assignment

(a)           GFin and GrabCar may at any time transfer, sell, or assign all or any part of its rights and benefits and obligations under this Agreement to any person(s) and/or by assigning to any person(s) all or any part of GrabCar’s or GFin’s rights and benefits under this Agreement. GFin and GrabCar shall notify the Driver after such transfer, sale or assignment.

(b)           The Driver shall not assign or transfer any of his rights or obligations under this Agreement without obtaining the prior written consent of GFin and GrabCar.

11.10     Successors and Assigns

This Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted assigns, as the case may be, of the Parties.

11.11     Force Majeure

Notwithstanding anything herein contained, neither GFin nor GrabCar will be liable to any other Party for any breach or failure to perform any of its obligations under this Agreement where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any governmental authority, or any other cause or causes beyond GFin or GrabCar’s’s reasonable control, whether similar to any of the foregoing or not, but if either GFin or GrabCar is or is likely to be, affected by any such cause it will immediately notify the other Parties of the occurrence of the relevant event and will use all reasonable endeavours to overcome or mitigate the effects thereof.

11.12     No Partnership or Agency

Except as expressly provided under this Agreement, the provisions of this Agreement will not be construed or taken to constitute –

(a)           a partnership between the Parties;

(b)           either Party to be the agent of the other Party; or

(c)           an authority to either Party to represent or bind or pledge the credit of the other Party in any way.

The Parties agree that they shall be considered an independent contractor to each other.

11.13     Invalidity and Severability

If any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then –

(a)           such provision will be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;

(b)           the remaining provisions of this Agreement will remain in full force and effect; and

(c)           the Parties will use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

11.14     Time of the Essence

Time wherever mentioned will be of the essence of this Agreement, both as regards the dates and periods specifically mentioned and as to any dates and periods which may be agreed in writing between the Parties be substituted for them.

11.15     Knowledge and Acquiescence

Knowledge or acquiescence by either Party of, or in, any breach of any of the provisions of this Agreement will not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such Party will remain entitled to exercise its rights and remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement.

11.16     Rights and Remedies

The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at law, and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy will affect or impair any such right or remedy.

11.17     Acceptance and Electronic Signature

This Agreement may be executed by way of facsimile or electronic signature, and if so, shall be considered an original.

11.18     Governing law

This Agreement (including the arbitration agreement in this Clause) and any non-contractual obligations arising out of or in connection with it shall be governed and construed by Singapore law, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the Parties (the “Arbitrator”). If Parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of the SIAC in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by the Parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

 

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SCHEDULE 1

[This Schedule shall form an integral part of this Agreement]

 

SECTION SUBJECT MATTER PARTICULARS
Date of this Agreement

 

19 Mar 2019

 

     2. Driver

 

Name: <Driver Full Name>

NRIC no.: <From system>

Phone no.: <From system>

Address:<Driver Address in Singapore>

 

    3. Disbursement Date

 

22 Mar 2019 , or such other date notified by GFin to the Driver

 

    4. Final Delivery Date

 

23 Sep 2019, being [26] weeks from the Date of first weekly deduction

 

    5. Term of Agreement

 

[26] weeks, commencing from the Date of first weekly deduction

 

    6. Purchased Bonus Credits (total)

 

S$ 2500

 

     7. Purchase Price

 

S$ 2300

 

    8. Weekly Deliverables

 

S$ 96.15 per week until the amount of Purchased Bonus Credit is fully delivered, with the first day of the first week being on the Disbursement Date.

 

    9. Factoring Charge

 

S$200 as One Time Admin Fee charged upfront

 

 

SCHEDULE 2

NOTICE OF ASSIGNMENT (Purchased Bonus Credits)

 

19 March 2019

 

 

I refer to the Master Factoring Agreement dated 19 March 2019 (“Agreement”) entered into between GFin Services (S) Pte. Ltd. (Company No. 201803248H)] at 7, Straits View. #11-01, Marina One East Tower, Singapore 018936 (“GFin”), GrabCar Pte. Ltd. (Company No. 201427085E) and I, [The driver who opts to participate] (“Driver”) under which I have assigned to GFin all the present and future rights, title and interest in and to the proceeds in relation to the Purchased Bonus Credits (as defined in the Agreement) in accordance with the Agreement.

 

I, irrevocably direct you to pay the Purchased Bonus Credits of up to S$2500, payable or due to be paid to me to GFin or its nominee upon GFin informing you or receipt of this notice, whichever is earlier and you may treat GFin or its nominee as the only person entitled to make and deal with the Purchased Bonus Credits.

 

Under the Agreement, I remain liable to perform my obligations as listed in the Drivers Terms and Conditions to inter alia provide services to the passengers, and GFin does not assume any obligation or liability under the Driver’s Terms and Conditions.

 

This notice and the direction contained herein are irrevocable and may not be amended or varied without the prior written consent of GFin.

 

 

Yours faithfully,

For and on behalf of the Driver

 

 

SCHEDULE 3

NOTICE OF CHARGE (Driver’s Wallets)

 

19 March 2019

 

 

I refer to the Master Factoring Agreement dated 19 March 2019 (“Agreement”) entered into between GFin Services (S) Pte. Ltd. (Company No. 201803248H)] at 7, Straits View. #11-01, Marina One East Tower, Singapore 018936 (“GFin”), GrabCar Pte. Ltd. (Company No. 201427085E) and I, [The driver who opts to participate] (“Driver”) under which I have granted a first ranking assignment and first ranking fixed charge to GFin all the present and future rights, title and interest in and to the Driver Wallets including all amounts from time to time and at any time standing to the credit of the Driver’s Wallets whether deposited in or credited to the said Driver’s Wallets or otherwise as security in accordance with the Agreement.

 

I, irrevocably direct you to pay all amounts from time to time and at any time standing to the credit of the Driver’s Wallets whether deposited in or credited to the said Driver’s Wallets or otherwise to GFin or its nominee upon GFin informing you.

 

Under the Agreement, I remain liable to perform my obligations as listed in the Drivers Terms and Conditions to inter alia provide services to the passengers, and GFin does not assume any obligation or liability under the Driver’s Terms and Conditions.

 

This notice and the direction contained herein are irrevocable and may not be amended or varied without the prior written consent of GFin.

 

 

Yours faithfully,

For and on behalf of the Driver