Updated as at 3 November 2021
These Platform Terms and Conditions (Terms) governs your use of the Platform. These Terms form a binding contract between you and us, and shall be deemed to include the rules, guidelines, policies and other terms and conditions applicable to your use of the Platform and any products, services and features that you use or apply for on or through the Platform.
By your use of the Platform and/or by completing your sign-up and using an Olea account (“Account”), you confirm that you have carefully read, fully understood and agreed to each provision of these Terms, particularly those provisions that restrict or exempt liabilities. Any individual that creates an Account and accepts these Terms on your behalf declares, represents and warrants that (i) they have full legal authority to bind you to these Terms; (ii) they have read and understand these Terms; and (iii) they agree, on your behalf, to these Terms.
We may change these Terms (or any of the terms incorporated by reference) from time to time by updating these Terms on the Platform without prior notice to you (subject to Applicable Law) and those changes will apply to your use of the Platform from their effective date. However, if we propose to make any materially adverse changes to these Terms, we will provide 30 days’ advance notice to you via a notification on the Platform and the new Terms will apply to your use of the Platform from their effective date, unless we receive a written objection from you to such changes. If you object to any such material changes to which you have received notice, you should stop using the Platform. To the extent that this may affect any Transactions currently managed or processed using the Platform, the parties will enter into good faith negotiations to either allow your continued use of the Platform on the previous Terms for the purposes of those Transactions or to transition such Transactions away from being managed or processed using the Platform.
Additional terms may also apply to you depending on whether you are accessing the Platform as a Participant, Purchaser or Supplier.
Capitalised terms used in these Terms are defined in the last section of these Terms, unless they are otherwise defined in the body of the Terms.
Opening your Account
- You must register an Account to use the Services. You must meet all of Olea’s criteria to successfully register an Account, including qualifying as an accredited investor under Applicable Law, or a sophisticated investor based on Olea’s criteria. Your use of the Services is subject at all times to your continued compliance with all Applicable Law and applicable contractual terms and conditions.
- You may allow your chosen employees, contractors, agents or other representatives to use your Account by adding them as Authorised Users. You are responsible to us for compliance by all Authorised Users with these Terms. All acts and omissions done under your Account shall be deemed to have been done by you. You are responsible to us for all activities conducted using or under your Account.
- Without limiting the foregoing, you are responsible for all information provided to create your Account, the security of your Account (including passwords and log-in credentials of your Authorised Users), and for any use of your Account. Without limiting the foregoing, you are responsible for maintaining the confidentiality and security of your Account and log-in credentials. If your Account or log-in credentials are lost, stolen or if you suspect your Account is otherwise compromised, you must notify us as soon as possible to help mitigate any loss, help avoid any potential violation of Applicable Law and so that we can implement actions to help you protect your Account from unauthorised use.
- You warrant and represent that all the information you submit to us (including the documents for KYC checks) is genuine, accurate, lawful, valid and belongs to you or is lawfully provided by you to us. You must update your information promptly in the event of any change to your information. We will not be liable for any loss or damage incurred by you if you are unable to access or use your Account or any product or service arising in connection with your provision of incorrect, incomplete, or false information to us.
- We reserve the right to reject, suspend or terminate any Account which we have reasonable grounds to suspect at any time does not meet our Account opening criteria.
- In order to provide the Services, we are entitled to rely on and we are not obliged to query any instruction or notice from you sent via the Platform and we may treat all such instructions and notices received as valid. We may decline or delay to act on an instruction or notice where we doubt its legality, origination or authorisation.
- Some Services available on the Platform may be free to use. You acknowledge and agree that:
- use of such free Services is subject to the Terms and other terms and conditions, rules or policies provided and updated by us from time to time;
- we may suspend or terminate your access to the free Services or any part of them at any time without any liability to you;
- you are solely responsible for any data and information relating to your use of the free Services, including having back-ups of your data and information. We may (but are not required to) provide you with limited access to retrieve your data and information after the free Services are suspended or terminated.
- Some Services available on the Platform may require payment from you. You acknowledge and agree that we reserve the right to charge for such Services and to adjust the prices (and applicable taxes) from time to time. We will give you an opportunity to review these changes before they become effective. You may elect not to continue to receive certain Services if you disagree with such price changes.
- We may make commercially reasonable updates to the Services from time to time. We will endeavour to inform you if we make a material change to the Services that has a material adverse impact on your use of the Services.
- You must not do any of the following while using the Platform:
- upload, post, publish, send or otherwise make available on the Platform any speculative, false, fictitious or fraudulent Transaction, or any Transaction that violates or potentially violates any Applicable Law on the Platform;
- use the Platform or the Services for committing or perpetrating any fraud, embezzlement, money laundering or for committing any other illegal activity or making use of the Platform for consequentially committing any illegal activities;
- upload, post, publish, send or otherwise make available on the Platform any content or document that you do not have a right to make available whether under any Applicable Law or contractual or fiduciary relationships or otherwise;
- upload, post, publish, send or otherwise make available on the Platform, any content or document that is illegal, offensive, defamatory, or infringes any legal right of any person;
- upload, post, publish, send or otherwise make available on the Platform, any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, or any other form of solicitation;
- upload, post, publish, send or otherwise make available on the Platform, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- use any tool, robot, spider, scraper, or other automated means or any manual process for interfering with the any of the functionalities of the Platform, extracting, interfering or monitoring any data on the Platform or causing any disruptions or activities on the Platform;
- violate any contractual obligation to which you may be bound;
- engage in any activity in breach of Applicable Law or otherwise infringing the legitimate rights and interests of any other person;
- interfere with or disrupt the Platform or servers or networks connected to the Platform in any manner whatsoever.
- You must not do any of the following while using the Platform:
Intellectual Property Rights
- As between you and Olea, you unequivocally and irrevocably agree and acknowledge that Olea, throughout the world, owns all Intellectual Property Rights, and other legal rights, title and interest in and to the Platform and the Services, including its underlying works, irrespective of whether they are registered, registrable or not.
- Subject to these Terms, Olea permits you to use the Platform. Any rights not explicitly granted in the Terms are reserved by Olea.
- You may upload, post, publish, send or otherwise make available on the Platform information and content for the purposes of using the Services (and provided that it is otherwise in accordance with these Terms). You warrant and represent that you are the owner of, or are authorised to upload, post, publish, send or otherwise make available, all such information and content. You warrant and represent that no such information or content will infringe the legitimate rights or interests of any third party. In the event that any third party raises any complaint or objection to such information or content, we reserve the right to delete the relevant information or content, to suspend or terminate your use of the Platform, and to take corresponding legal action against you. To the extent permitted by Applicable Law, you shall indemnify us and hold us harmless for any breach of this clause 4.3.
Disclaimer, liability and indemnity
- You acknowledge and agree that:
- your use of the Platform and Services; and
- your use or your reliance on all information and content available on, or accessible via, the Platform is solely at your own risk.
- All information and content is provided on an “as is” and “as available” basis. Olea makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of any information and content available on, or accessible via, the Platform.
- Olea expressly disclaims any warranties of merchantability, non-infringement, fitness for a particular purpose and any other implied terms to the full extent permitted by Applicable Law.
- Olea makes no representations, warranties or guarantees, express or implied, that:
- the Platform or Services will meet your requirements;
- the Platform or Services will be uninterrupted, timely, secure, or error-free;
- you will achieve certain results from using the Platform or Services;
- the quality of any products, services, information, or other material purchased or obtained by you through the Platform or Services will meet your expectations; or
- any errors in the Platform will be rectified in a particular timeframe or at all.
- Without prejudice to anything else in these Terms, you acknowledge that there are inherent risks in using internet-based services (including data privacy and security risks) and in view of the particular nature of internet-based services, you understand and agree that we do not have any liability or responsibility for any direct, indirect, consequential, special, incidental, punitive, collateral, derivative or other losses and liabilities (including but not limited to liability and losses in connection with property, profit, revenue, savings, business opportunity, data, personal information, loss in reputation, third party claims and penalties) that you may incur in connection with your use of your Account, the Platform or the Services. This includes but is not limited to liability and losses that arise out of or in connection with events outside of our control, including under the following circumstances:
- malfunction of or inability to operate the Platform, Services or any connected system normally due to force majeure factors such as typhoons, earthquakes, tsunamis, floods, power outages, wars, cyber and terrorist attacks;
- interruption or delay or malfunction of or inability to operate the Platform, Services or any connected system caused by computer viruses, trojans, other malicious programs, hacker attacks, technical adjustments or malfunctions by telecommunication operators and Internet operating companies, system maintenance or any other breach of security beyond our control;
- interruption, termination or delay or malfunction of or inability to operate the Platform, Services or any connected system caused by changes in Applicable Law;
- interruption or delay or malfunction of or inability to operate the Platform, Services or any connected system due to internet connectivity issues; or
- your unlawful or improper use of your Account, the Platform or Services or any breach of these Terms by you.
- Your use of the Platform and Services may require (and be affected by lack of) compatible hardware and software, device model, operating system versions, internet connection and other requirements. You are solely responsible for accessing the Platform and Services using compatible means.
- Without limiting anything else in these Terms, Olea reserves the right to conduct additional verification (for security or other reasons) at any time to re-check or re-validate your identity, credit-worthiness, or the veracity of documents and information provided by you. Olea has no liability to you if you are unable to access or use your Account, the Platform or the Services due to any deficiency, as determined by us, in the documents and information provided by you or your identity or credit-worthiness.
- You shall indemnify us against any direct, indirect, consequential, special, incidental, punitive, collateral, derivative or other losses and liabilities (including but not limited to liability and losses in connection with property, profit, revenue, savings, business opportunity, data, personal information, loss in reputation, third party claims and penalties) that we may incur in connection with your acts or omissions in using your Account and/or the Platform (including in connection with the use or misuse of your Account and/or the Platform, even if you did not authorise such use or misuse).
- To the extent you have a lawful basis for making any claim against us in connection with these Terms, the Platform, the Services or any related software or services (including for alleged breach by us of these Terms), you agree that your exclusive remedy is limited to recovering from us direct losses that you incur. We will not be liable to you for:
- any loss or damage that is indirect, consequential, special, incidental, punitive, collateral, derivative or similar;
- any loss of profit, loss of revenue, loss of savings, loss of business or business opportunity, loss of data or loss in reputation.
- All limitations and exclusions of liability set out in these Terms apply to the maximum extent permitted by Applicable Law.
- You acknowledge and agree that:
Termination and suspension
- You may stop using your Account at any time. You may also permanently terminate your Account by providing us with 30 days’ prior written notice. After you permanently terminate your Account, you will cease to have access to the Platform or Services, and you may lose access to any and all data held on the Platform in connection with your Account. It is your responsibility to have downloaded a copy of any such information belonging to you prior to permanently terminating your Account. To the extent permitted by Applicable Law, any fees you may have paid in advance for Services that remain unconsumed at the date of termination will also be non-refundable if you choose to terminate your Account for your own convenience.
- In addition, we reserve the right to suspend or terminate these Terms and your Account at our sole discretion (without liability whatsoever to you), including but not limited to in the following circumstances:
- any breach by you of these Terms or any other terms and conditions relating to our Platform or the Services;
- if required by Applicable Law or if requested by a competent regulatory authority or any other competent government authority;
- due to technical or security issues or problems beyond our control;
- any unlawful or fraudulent activity on your behalf;
- your non-payment of any fees due and payable to us;
- if we decide to discontinue providing the Platform or the Services;
- for our convenience with 30 days’ prior written notice; or
- your prolonged period of inactivity on the Platform and/or in respect of the Services.
- Upon termination of your Account, all rights granted to you under these Terms to use the Platform and the Services shall cease, and you must stop using the Platform and the Services.
- Termination will not affect rights, obligations and liabilities accrued by a party before the date of termination, including your liability to pay any accrued obligations you owe to us such as payment of any fees or charges due and payable to us prior to termination.
- If you are in breach of these Terms, we may also (but are not obliged to) take any action we deem necessary or desirable to mitigate the consequences of such breach, including deleting any of your content that is the subject of a complaint. Depending on the severity of your breach, your Account and your access to the Platform and the Services may be subject to warnings, restrictions, suspension, termination or other limitations or consequences (as determined by us in our sole discretion). We will not be liable to you for any losses you may incur in connection with any such action taken by us as a result of your breach of these Terms.
- Without prejudice to anything else in these Terms, under no circumstances will Olea be held liable for any damage, loss, failure to provide the Platform or the Services or any part of them arising directly or indirectly from any acts of nature, forces, or causes beyond Olea’s reasonable control, including internet failures, cyber-attacks, computer equipment failures, telecommunication equipment failures, floods, storms, electrical failure, civil disturbances, riots, disease, act of government or change in Applicable Law.
These Terms are governed by the laws of Singapore and by your use of the Platform and Services you agree tosubmit to the non-exclusive jurisdiction of the Singapore courts.
- If any part of these Terms is found by a court of competent jurisdiction to be unenforceable, it will be deemed to be deleted to the extent of such unenforceability and the remainder of these Terms shall continue in full force and effect.
- A failure on our part to exercise, or a delay on our part in exercising, any right or remedy does not constitute a waiver of that or any other right or remedy by us, and no single or partial exercise of a right or remedy will preclude any further exercise of any such right or remedy.
- Nothing in these Terms creates or confers any rights or benefits enforceable by any person not a party to it.
Definitions and interpretation
- In these Terms, the following definitions apply:
- “Applicable Law” means laws, rules, regulations, regulatory guidance, regulatory requirements and any form of secondary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction from time to time having the force of law and relevant to the provision, receipt or use of the Platform and the Services, including data protection legislation.
- “Authorised User” means any individual (whether an employee, contractor, agent or other representative) authorised by you to use your Account.
- “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
- “Intellectual Property Rights” means all rights in inventions (whether patentable or not), patents, registered designs, design rights, database rights, copyrights and related rights, semiconductor topography rights, trade marks, service marks, logos, get up, trade names, business names, domain names, in each case whether registered or unregistered and including any applications for registration and any renewals or extensions of any of the foregoing, rights in know-how, confidential information and trade secrets, and any rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which subsist anywhere in the world.
- “Participant” means the participant under a master risk participation agreement entered into with Olea as grantor which incorporates these Terms.
- “Platform” means the platform operated by Olea, including the website https://www.olea.net and any corresponding mobile application operated by Olea.
- “Purchaser” means the purchaser under a master receivables purchase agreement entered into with Olea as seller which incorporates these Terms.
- “Services” means any and all the online tools and services provided by Olea on the Platform from time to time.
- “Supplier” means the supplier under a receivables purchase deed entered into with Olea which incorporates these Terms.
- “Transaction” means any transaction that you enter into with Olea under or in connection with a receivables purchase deed, master risk participation agreement or master receivables purchase agreement (as the case may be).
- “You” means the legal entity that has accepted these Terms under its own Account and is using the Platform or otherwise exercising rights under these Terms (being a company, institution, organisation or other legal entity meeting the criteria to open an Account).
- Headings used in these Terms are for convenience and ease of navigating these Terms and shall not be used as any basis on which the meaning of the Terms shall be interpreted.
- A reference to “including”, “includes” or “include” shall be read as if it is followed by “(without limitation)”.
- In these Terms, the following definitions apply: