TERMS & CONDITIONS FOR PLACEMENT

Unless otherwise agreed and confirmed in writing by Datapool (S) Pte Ltd, IT IS HEREBY AGREED that the following terms and conditions shall apply and all previous terms and conditions whether stated in writing or orally shall be null and void.

1. DEFINITIONS

(a) "Datapool" hereby means Datapool (S) Pte Ltd

(b) "Debtor" hereby means The Subscriber's customers whose debts owing to the Subscriber have been assigned to Datapool for collection

(c) "Subscriber" hereby means The Subscriber stated in the Subscription Form

(d) "Service" hereby means Debt Collection Service / Account Receivable Management / Debt Recovery

2. ASSIGNMENTS

(a) The Subscriber hereby appoints Datapool as their collection agent and warrants that all accounts assigned for collection are correct and legal.

(b) The Subscriber shall disclose if an assigned case has been forwarded to other collection agencies or lawyers, in which event Datapool reserves the right not to accept the case. Where at the time of assigning a case to Datapool the Subscriber fails to reveal that the case has been assigned to other collection agencies or lawyers a double-placement fee of 50% of the full applicable commission charge is payable and Datapool reserves the right to return the case to the Subscriber.

(c) Upon the signing of this agreement herein, the Subscriber, his employee, servant and/or agent shall not communicate or correspond howsoever with the Debtor and instead, shall refer all such communication and correspondence to Datapool forthwith.

(d) Upon the signing of this agreement herein, the Subscriber, his employee, servant and/or agent shall not agree to receive the debt comprised in the assigned case herein and/or any part thereof, and/or to agree with the Debtor for any extension of time for payment of the debt or for any waiver or modification of the terms of payment of the debt, and/or to agree to any arrangement and/or composition with the Debtor on the assigned case herein without the prior written consent of Datapool.

(e) Datapool may in its absolute discretion be entitled to determine the commission rates for cases reassigned to Datapool that have been earlier withdrawn by the Subscriber.

3. PAYMENT TERMS

(a) The Subscriber shall pay all applicable commission specified in the Subscription Form. Any request from the Subscriber to proceed with legal and other related services will be charged to the Subscriber accordingly.

(b) All payments in foreign currency by the Debtor to the Subscriber shall be converted into Singapore Dollars based on the average exchange rates prevailing at the date of payment. Commission shall be billed and payable in Singapore dollars based on the Singapore Dollars collected, or amount of Singapore Dollars collected as determined above and are subject to GST.

(c) All rates and any/or other charges may be subject to change by Datapool upon giving the Subscriber not less than thirty (30) days prior notice and subject to the approval of the Subscriber and does not apply to cases already assigned to Datapool.

(d) Any payment by the Debtor after a case is assigned to Datapool whether made to Datapool or to the Subscriber directly shall be subjected to the full applicable commission charge. The Subscriber is under a duty to inform Datapool of all direct payments made to the Subscriber by the Debtor within three (3) working days of such payment. This clause applies whether the Subscriber is the Subscriber or otherwise.

(e) Any payment by the Debtor made within fourteen (14) days after the Subscriber has withdrawn a case in accordance with clause 4(c) or (f) (as the case shall be) shall be subjected to the full applicable commission charge unless the Subscriber proves such payment was due solely to the Subscriber's efforts.

(f) In the event that after a case has been assigned to Datapool the Subscriber acknowledges or the Debtor provides documentary proof that the debt has already been paid to the Subscriber, whether paid in full or partially and whether directly to the Subscriber or to its employees or authorised agents, the full applicable commission is chargeable on the amount collected. This clause applies whether the Subscriber is the Subscriber or otherwise.

(g) Any payment in kind or the return of goods in lieu of payment shall be treated as monetary payment by Debtor and shall be subjected to the full applicable commission charge.

(h) The Subscriber agrees to pay the commission applicable strictly on a cash term basis. Datapool reserves the right to deduct its commission directly from any monies collected from the Debtor or to withhold monies or cheques collected from Debtors if its invoices are not paid on time.

4. TERMINATION

(a) This agreement shall remain in force until terminated in accordance to the terms and conditions contained herein.

(b) Datapool reserves the right to terminate the Service with immediate effect by giving the Subscriber written notice at any time and without giving any reason for such termination.

(c) The Subscriber may not terminate this agreement and/or withdraw a case within the first twelve (12) weeks of assigning the case to Datapool, failing which the full applicable commission is chargeable on the full amount of the debt assigned.

(d) In the event, whereby Datapool has commenced collection or recovery of debt from the Debtor either by way of instalment payment or/and concluded the collection date with the Debtor, Datapool shall monitor the cases until full settlement by Debtors during which Datapool shall be entitled to the full applicable commission charges from the Subscriber.

(e) Any request to terminate assigned cases to Datapool shall be in writing giving two (2) weeks prior notice to Datapool on the prescribed Termination form of Datapool. This shall be subject to receipt of full settlement of the commission charges from the Subscriber to Datapool.

5. CONFIDENTIALITY

(a) All information furnished by the Subscriber to Datapool or which may from time to time come into Datapool's knowledge or possession shall be kept by Datapool in strict confidence for the exclusive use of Datapool in the performance of the Services and shall limit access of its employees thereto on a "need to know" basis only.

(b) Datapool shall regard and preserve the Subscriber's information in trust and confidence for the Subscriber and agrees not to disclose the Subscriber's information in any manner to any third party without the prior written consent of the Subscriber (to be given at the Subscriber's absolute discretion).

(c) Datapool reserves the right to change the contents, presentation, user facilities and availability of the Service at its sole discretion.

(d) Datapool makes no representation or warranty expressed or implied with regards to the Services, including the fitness of the Services for any purpose whatsoever.

(e) If the Subscriber requests for any special or additional information not normally furnished in the course of Datapool's Services, Datapool may, at its discretion, accept or reject such request. If Datapool accepts such special request, Datapool may quote additional charges, subject to prior approval by the Subscriber, for such special request.

6. LIABILITY

Datapool and its officers and employees do not guarantee the accuracy of any information provided (whether printed, written, or oral) and shall not be liable for :-

(a) Any loss or damage (including consequential or incidental loss or damages incurred by the Subscriber); or

(b) Any cost, claim or demand of any nature whether made against Datapool, its officers and/or employees; or

(c) Any claim against the Subscriber by any third party arising directly or indirectly out of the use/access to the Service, and/or the withdrawal of such Service.

PROVIDED ALWAYS and it is hereby agreed and declared between Datapool and the Subscriber, and this agreement is made on this condition, that Datapool shall not be liable by virtue or in consequence of any of the service rendered or information given herein under this agreement to pay or make good to the Subscriber and their successors, or to any other party, in any way, to any greater amount than the sum of Singapore Dollars One Hundred Only (S$100.00).