web site located at https://www.rytefinance.com and shall
include all other associated websites or webpages within the rytefinance domain (collectively, the
any time as we may determine in our sole and absolute discretion. Any such changes, modifications or
updates shall be effective from the date posted here. It shall be your responsibility to
Unless otherwise defined herein, the definitions set out in the First Schedule to
References to "Clauses" and "Schedule(s)" are to clauses of and schedules to
The headings used herein are for convenience only and shall not affect the
Unless the context otherwise requires, references to the singular number shall
references to the plural number and vice versa, references to natural persons shall
include bodies corporate, and the use of any gender shall include all genders.
The Site, Services, Intellectual Property, Content and all associated rights or
set out herein, in particular Clause 3 below, you
agree that your use of the Site and/or Services shall not in any way detract from,
be contrary to and/or interfere with our rights and interests of whatever
description and howsoever arising.
the Other Terms, we grant you a personal, non-exclusive, non-transferrable, limited
right to use, browse or access the Site.
You agree that we may, at any time and in any manner as we may determine in our sole
and absolute discretion and without notice or further obligation to you, amend,
revise, modify, supplement, terminate and/or otherwise discontinue all or any part
of the Site, Services and/or your access to the Account or Platform and/or the terms
Conditions of Use
As a condition of your access to and/or use of the Site and/or Services, you
irrevocably and unconditionally agree as follows:
To fully indemnify and hold us harmless from any action, claim and/or
proceeding commenced or brought by Third Parties against you under any Third
Party Arrangements in respect of any Loss; and
To settle, release, acquit and discharge us from any and all Claims of
whatsoever nature and howsoever arising in connection with or in relation
any Third Party Arrangements, including any Risks arising therefrom.
You agree to use, access and/or browse this Site for lawful, authorised and proper
purposes only. Further, and in connection with your use of the Site, Services,
Account and/or Platform, you agree that you shall
Act in any manner which breaches any applicable law or regulation, or which
may causes (or may cause) an infringement of any third party rights, if you
are prohibited from doing so under Singapore law or any such system of law
as may be applicable to you;
Post, transmit or disseminate any information on or via the Site and/or
Services which may be harmful, obscene, defamatory, illegal or which in any
way may expose us to liability (of whatsoever nature) and/or negatively
affect our standing and reputation or interfere or attempt to interfere with
the operation or functionality of the Site and/or Services;
Obtain unauthorized access, via whatever means, to any of our information,
systems, Intellectual Property, Contents or Services, impersonate any person
or entity or to falsely state or otherwise misrepresent your affiliation
with any person or entity, for any illegal purpose(s) to gain unauthorised
access to or interfere or disrupt any other computer systems or networks as
may be connected to the Site and/or Services for illegal or immoral
purposes, access any password protected or secure areas of the Site and/or
Services through any means not intentionally made available by us for your
specific use. You are advised that doing so may be an offence under the
Computer Misuse Act (Cap. 50A);
Interfere with or otherwise compromise the use of the Site and/or Services
by other Users, use or upload any software or material that contains, or
which you have reason to suspect contains, viruses, damaging components,
malicious code or harmful components which may damage, compromise, impair or
otherwise negative impact the Site, Services, Content or Intellectual
Property, impair or corrupt the Platform’s data or damage or interfere with
the operation of another Customer’s computer or mobile device or the
Platform or Services; and
Use, employ, access, run or operate any software or automatic device,
program, algorithm or methodology to access, acquire, copy or monitor the
Site, Services, Content and Intellectual Property (or any part thereof) or
reproduce or in any way circumvent the navigational structure or
presentation of the Site, or Use the Site and/or Services other than in
compliance with any rules, regulations, guidelines, standards or policies
which apply or which you may be subject to by reason of your employment or
as may be prescribed by your internet service provider.
Content or Intellectual Property may be copied, reproduced, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, stored or distributed
in any way to any other computer, storage device, server, domain, web site or any
other medium (howsoever described) for any purpose without our prior written consent
Suspension or Termination
If, in our sole and absolute discretion, we believe you are in breach, or will be in
at any time without notice or providing any reasons modify, block, suspend or
terminate your access to and/or use of the Site, Services and/or Account (including
without limitation access or use on any device used by you or through web sites) or
to refuse any services to you.
Without limiting the above, if you (or we have reasonable grounds to believe you
manner detrimental to the integrity, security and operation of the Sites and/or
Services, we reserve the right to permanently terminate your Account (whether in
part or in whole). You agree and acknowledge that any such termination may be
effected without prior notice and agree that the Site and/or Services may
immediately deactivate or delete any Account or other account(s) you may have with
us and all related information and files in any such account(s) and/or bar any
further access to such information and files.
Where we exercise any of our rights under Clause 4.1 and/or Clause 4.2 above, you
agree and acknowledge that to the maximum extent permitted by law, we shall not be
liable for the discontinuation or termination of your use of or access to the Site
and/or Services. Any such termination and/or suspension of your Account and/or other
accounts with us shall be without prejudice to our accrued rights, which will
survive on termination together with your ongoing indemnity obligations set out at
Clause 3.1.1 and/or Clause 6.8 herein, and any intellectual property rights and
confidential information and sharing of information which will be deemed to survive
termination for any reason whatsoever.
Limitation of Liability
Subject to applicable law, under no circumstances will we be liable for any losses,
injury or damage (whether direct, indirect, punitive, exemplary, special or
consequential), in particular any Losses and/or Risks, that may arise out of or in
connection with your use of, access to and/or reliance on the Site and/or Services.
You agree that our liability, if any, for any and all damage, loss, injury, costs
and/or expenses (including legal fees and disbursements) you may suffer and/or incur
(howsoever described or arising), including any Claims you may have shall be limited
to such amount as may be paid by you to Us in connection with your use of the Site
or Services and, where no such amount is paid, there shall be no such liability.
Without derogating from the generality of the foregoing, you agree and accept as
You agree to fully assume all Risks and liability for all Losses as may
arise out of or in connection with your use of the Site, Services and/or
Third Party Arrangements.
All information and/or content published, stored and/or contained on the
Site, the Account and/or the Platform is provided or accessed by you solely
on an “as is” and “as available” basis. This means that you use of the Site
and/or Account, as well as any information or content published or contained
therein, on the basis of any and all faults as may arise or be applicable
thereto. You further agree that we do not in any way guarantee or represent
the accuracy, timeliness, reliability, authenticity of completeness of any
information or content published, contained and/or stored on the Site.
Any links to other websites and/or services on the Site are provided solely
as a convenience to you. We do not accept any liability or responsibility
(of any description and howsoever arising) in respect of any other websites
or services (including the information or content published, stored and/or
contained on such websites) as may be linked to the Site and you agree that
your access to or use of such other websites or services shall be at your
We may, without notice to you, alter, modify, change, supplement and/or
remove the information, content, scope, features, limit of and/or access to
the Site and/or Services at any time and in such manner as we may determine
in our sole and absolute discretion and shall not be liable or responsible
to you in relation to or in connection with any such alterations,
modifications, changes, supplements and/or removals.
We do not act for, represent and/or are agents of any Third Parties and
shall not be liable or responsible for any Third Party Arrangements reached,
negotiated and/or discussed between you and any other persons or entities
including any representations or warranties as may be made by Third Parties
whether on the Site or otherwise. You agree that any decision by you to
enter any Third Party Arrangements (if any), is based on your own knowledge,
information, research and/or expertise and is undertaken by you voluntarily
and at your own risk.
You agree to assume all Risks and shall be solely liable for any and all
Loss (whether foreseeable or not) that may arise and/or occur in connection
with or arising out of your use of or access to the Site and/or Services.
Without prejudice to any obligations, undertakings, covenants and/or duties
Terms and/or otherwise, you fully assume all risks and/or liabilities
arising out of any Third Party Arrangements.
We shall not be responsible for the verification, accuracy and/or
completeness of any communications, notices and/or correspondence (including
any information pertaining to or involving any Third Party Arrangements)
between any one or more Designated Parties and you on the Platform. You
shall be fully and solely responsible for all such communications, notices
and/or correspondence between the Designated Parties and you. Further, we
are not obliged to do (or omit to do) anything if we have reason to believe
that this may constitute a breach of law or any other duty or obligation we
may be subject to.
All conditions, representations and warranties, whether express, implied,
statutory or otherwise, including, without limitation, any implied
warranties of merchantability, fitness for a particular purpose, and
non-infringement, are hereby excluded and disclaimed to the fullest extent
permitted under law. Further, we shall not be liable or responsible for any
action taken (or omitted to be taken) in connection with any Third Party
Arrangement save as done (or omitted to be done) by reason of fraud or
wilful misconduct by any of our employees and/or agents in which case we
alone shall be entitled (but not obliged) to commence legal or other
proceedings as we deem fit.
No advice or information, whether oral or written, obtained by you from us
shall create any representation, warranty or guarantee, and any decisions
made by you are made solely in the exercise of your sole discretion and
based on your own knowledge and experience.
You agree that we shall not be liable for any Losses or Risks that may arise by
reason of any technical and/or other difficulties that may arise from time to time
and which may interrupt your access to the Site and/or Services. We do not represent
or warrant that your access to or use of the Site and/or Services will be secure,
timely, uninterrupted, error free, compatible in combination with any other
hardware, software, system or data and/or meet your requirements or expectations.
You further agree that your access to or use of the Site or Services, may be subject
to limitations, delays and/or other problems inherent in the use of the Internet and
electronic communications (including problems inherent to the computer or electronic
device you use). We shall not be responsible for any delays, delivery failures,
damages, or losses resulting from such problems.
Capacity: You shall not use or access the
Site and/or Services if you are not of legal age and/or do not have the requisite
as may be applicable.
Contents: All information and content on
and/or of the Site and/or Services has been prepared solely on a good faith basis
and without any acceptance of liability or responsibility. As such, we do not
warrant or represent the completeness or accuracy of, and do not assume
responsibility for any reliance you may place on, such the information or content.
You agree that any business, investment or other decision(s) made by you are based
solely on facts and information in your own knowledge, research or determination and
independently verified by you.
Entire Agreement: Save for any Other Terms as
entire agreement between the Parties in connection with your use of the Site and
effective if agreed by us in writing.
Validity: If any provision in these Terms of
Use is held to be invalid, illegal, or unenforceable for any reason, you agree that
any remaining portion of that provision, and all other provisions of this these
but shall otherwise be deemed severed and shall not affect the enforceability of any
other Clauses, which Clauses shall continue to be valid and enforceable to the
fullest extent permitted by law.
Delegation: You agree that we may delegate or
sub-contract the performance of any of our functions in connection with the Services
and reserve the right to use any service providers, independent contractors,
subcontractors and/or agents on such terms as we may in our sole and absolute
Assignment: You may not assign your rights
our sole and absolute discretion determine.
Remedies Cumulative: Any failure or delay by
us to enforce, exercise or rely on any provision, right or remedy under the Terms of
Use shall not operate as a waiver thereof, and any single or partial exercise of any
right or remedy by us shall not preclude any other or further exercise thereof or
the exercise of any other right or remedy. Our rights and remedies provided in the
Indemnity: Without limiting any indemnity
harmless Guud, any member of the Group and/or any of foregoing parties’ affiliates,
members, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any
claim, demand, loss, damage, cost, or liability (including legal costs and expenses
on an indemnity basis) which any of the Indemnified Parties may suffer or suffers in
limitation any warranty or representation made by you under or in connection with
No Liability: In addition to and not in
derogation of Clause 5 (and its sub-clauses) above, under no circumstances shall we
or any member of the Group be held liable for any delay, failure and/or disruption
of the Services or the Site resulting directly or indirectly from acts of nature,
forces or causes beyond our reasonable control, including without limitation,
Internet failures, computer, telecommunications or any other equipment failures,
electrical power failures, strikes, labour disputes, riots, insurrections, civil
disturbances, shortages of labour or materials, fires, flood, storms, explosions,
acts of God, war, governmental actions, orders of domestic or foreign courts or
tribunals or non-performance of third parties.
Third Parties: Save for the Indemnified
Parties who are entitled to enforce Clause 6.8 above, a person who is not a party to
Services shall be governed by and construed in accordance with Singapore law.
Dispute Resolution: Any dispute arising out
existence, validity or termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre for the time being in force, which rules are deemed
to be incorporated by reference in this clause. The Tribunal shall consist of a
single arbitrator and the language of the arbitration shall be English.
Effective date : 8 Jul 21
Last updated : 8 Jul 21
have the following meanings:
“Accounts” shall mean any one or more the accounts you
establish with us on the Site, through which you access and/or operate the Services or
and/or such other services as we may offer and for which you may have subscribed and shall
include any of your Admin Accounts or User Accounts.
“Claim” or “Claims”
any and all actual or potential actions, claims, demands, differences, disputes, proceedings
arising at any time whether at law or in equity, known or unknown, foreseen or unforeseen,
developed or discovered or which may develop or be discovered, whether alleged or not
contested or uncontested, disclosed or undisclosed, discoverable or not discoverable or,
or outside the reasonable contemplation of the Parties.
“Content” means all text, graphics, design, structure,
interfaces, visual interfaces, layouts, trademarks, functions, routines, software, computer
codes, schema, process flows, application program interfaces, tools, devices, information,
images, graphics, video clips, directories, file, databases, documents or information
on the Site, and shall include any copyright works, designs or other subject matter, whether
registered or not, capable of intellectual property rights protection anywhere in the world
including but not limited to Site “look and feel” and arrangement of the Site, whether owned
registered to us or our affiliates.
“Designated Party” and “Designated Parties” mean one or more of the banks,
financial institutions, lenders and/or service providers with which you may potentially
enter into Third Party Arrangements in connection with your use of the Services or Platform.
“Guud”, “we”, “us” or “our” mean
Guud Asset Pte Ltd and the “Group” shall mean Guud Asset
Pte Ltd, its respective subsidiaries, affiliates and associated companies (which shall
include its related and jointly controlled entities), which for the avoidance of doubt shall
include but n ot be limited to CamelOne Pte Ltd, Guud (Finance) Pte Ltd, Guud (Singapore)
Pte Ltd, Guud (Africa) Pte Ltd, Guud (International) Pte Ltd, Guud (Source) Pte Ltd, Guud
Asset Argon Pte Ltd, Guud Asset Boron Pte Ltd and Guud Pte Ltd.
“Intellectual Property” means all our intellectual
and other proprietary rights, including but not limited to design rights, copyrights and
rights, work database rights, neighbouring rights, patent and trademark rights, registered
design rights, domain names, layout design rights, rights protecting (a) trade secrets; (b)
trade or business connections; and/or (c) confidential information, any rights in know-how,
Inventions and all other similar corresponding proprietary rights and all applications
out of or in connection with any of the foregoing, anywhere in the world, whether presently
existing or created in the future, registered or not, and all benefits, privileges, rights
sue, recover damages and obtain relief or other remedies for any past, current or future
infringement, misappropriation or violation of any of the foregoing rights.
“Inventions” (which term includes, without limitation,
improvements, inventions (whether or not patentable), discoveries, works of authorship,
secrets, technology, algorithms, computer software, protocols, formulas, compositions,
designs, processes, techniques and data) which are created, originated, conceived, written
made by us either whether solely or in conjunction with any other person.
“Loss” or “Losses”
charges, damages (whether liquidated or not), expenses (including legal and advisers fees
expenses, outgoings, expenses of enforcement of remedies, in each case on a full indemnity
basis), fines, losses, penalties, including (without limitation) and whether or not any or
of the foregoing: (a) is direct or indirect in nature; (b) is consequential or otherwise (c)
or was foreseeable or within the reasonable contemplation of the relevant parties at the
material time(s); and/or (d) arises under, out of or in connection with any applicable
regulation, rule and/or system of or general law.
“Other Terms” mean the Services Agreement and/or such
terms, conditions, rules, regulations, guidelines or policies as may be applicable to your
access to or use of the Site or any other services offered by us and accepted by you;
as may be changed, modified, supplemented, revised or updated from time to time.
“Platform” shall mean the restricted areas or parts of
Site accessed by you through the Account (whether on the web, via any mobile or other
device or through any mobile applications made available by us).
“Services” shall mean your use of or access to the Site
the Platform as requested by you.
“Services Agreement” shall mean the terms and conditions
published at https://www.rytefinance.com/servicesagreement
and which apply to your access to
and/or use or operation of the Account and/or Platform.
“Risk” or “Risks”
mean risks associated with or arising out of: (a) cybersecurity risks (such as identity
theft) or risks of inadvertent disclosure or interception of information, exchanged,
transmitted and/or otherwise communicated through the Site and/or Services; (b)
misrepresentation, negligence, or fraud arising out of or in connection with any Third Party
Arrangements, including risks of persons or entities acting under false or assumed
identities; (c) infringement of any rights of Third Parties; (d) any breach or infringement
of any applicable law, regulation, directive, judgment or order; and (e) (generally)
incurring or suffering Loss or other injury or harm.
“Third Party” or “Third
Parties” means any legal or natural person(s) other than the User or Guud
any such directors, officers, agents, employees and/or representatives of such person(s).
“Third Party Arrangements” mean, in connection with your
of the Account, Services and/or Platform, any one or more agreements, contracts,
arrangements and/or legal relationships (including any discussions, negotiations and/or
communications concerning any of the foregoing) of whatsoever nature and howsoever described
may be agreed, entered into and/or formed at any time (a) between the User; and (b) any one
more Third Parties, including but not limited to the Designated Parties.
“User”, “you” or
“your” means any corporate or natural person that uses,
accesses and/or utilises the Site and/or Services and shall include any of your directors,
officers, agents, employees or representatives (howsoever described).