Terms of Use

1. Introduction

   1. Welcome to the RealVantage Platform. We are a technology platform that permits Investors to co-invest in real estate investment opportunities. The Platform is wholly owned and operated by RV Portfolio Manager Pte. Ltd. (UEN No. 201927519K) and RV SG Pte. Ltd., a Singapore company (UEN No. 201927456N) which holds a Capital Market Services licence (Licence No. CMS 101156) issued by the Monetary Authority of Singapore to deal in securities and units in collective investment schemes. In order to use the Platform and Services, you will be required to be registered as a Member in order to use the Platform and Services.

   2. Your application to be registered as a Member of the Platform and, subject to the approval of your application, your use of this Platform and/or the Services shall be governed by this Website Terms of Use, our Privacy Policy (collectively the "Terms of Use"), and all applicable laws governing the same. By accessing the Platform and/or using the Services, you unconditionally accept the present Terms of Use in their entirety.

   3. We may amend the Terms of Use at any time by posting a revised version of the Terms of Use (the "Revised Terms") on the Platform. Such Revised Terms shall be effective immediately upon posting. You should check this Terms of Use periodically for, and read carefully, any such Revised Terms. Your access to or continued use of the Platform and Services after the effective date of the Revised Terms constitutes your acceptance of the Revised Terms.

   4. If a material change is made, we may notify you by email, a notice on the Platform, or at such other places we deem appropriate. A "material change" will be determined at our sole discretion, in good faith, using common sense and reasonable judgment.

   5. In the event of any conflict between the current version of this Terms of Use and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

2. Definitions

   1. In this Terms of Use, the following terms shall have the respective meanings indicated unless the context otherwise requires:

      "Account" means a Member Account through which a Member can access the Platform and use the Services;

      "Affiliate" includes a holding company, subsidiary of RV, or is related to RV through common ownership or control;

      "Authority" means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970;

      "Business Days" means a day other than a Saturday or Sunday, on which banks are open for normal business in Singapore;

      "Content" includes text, photographs, images, illustrations, audio clips, video clips, files, photographs, logo's, slogans or any other material that is published on the Platform;

      "MAS" means the Monetary Authority of Singapore;

      "RV", "our", "us" or "we" refers to RV SG Pte. Ltd. (UEN No. 201927456N), a company incorporated in Singapore;

      "RV Group" refers R Vantage Pte. Ltd. (UEN No. 201910391D) and its subsidiaries, including RV SG Pte. Ltd. (UEN No. 201927456N), RV Portfolio Manager Pte. Ltd. (UEN No. 201927519K), and RV Asset Manager Pte. Ltd. (UEN No. 201927463N) and "RV Group company" means any one of the companies comprised in the RV Group;

      "Personal Information" shall have the meaning ascribed to it in Clause 9.1;

      "Platform" means the website owned and operated by RV at https://www.realvantage.co;

      "Property Information Sheet" refers to information relating to a property displayed on the Platform;

      "Purpose" shall have the meaning ascribed to it in Clause 10.1;

      "Services" means the services, information and functions made available by us through the Platform, offline or through such other means as is necessary to facilitate such Services;

      "Service Provider" refers to a third-party provider whose services we may rely on to provide the Platform and the Services;

      "Terms of Use" shall have the meaning ascribed to it in Clause 1.2;

      "Member", "you" or "your" refers to the person who has been approved and authorised by RV to use the Platform and Services;

   2. In this Terms of Use:

      1. clause headings are inserted for convenience only and shall not affect the interpretation of this Terms of Use;

      2. words importing the plural shall, except where the context otherwise requires, include the singular and vice versa;

      3. references to the masculine gender shall include the feminine or neuter genders and vice versa;

      4. the words "including," "includes," and "include" are deemed to be followed by the words "without limitation";

      5. a reference to any statute or legislation shall be deemed a reference to such statute or legislation for the time being in force, and as may be amended from time to time, and be deemed to include any subsidiary legislation made under it; and

      6. references to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require, and their respective successors in title and assigns.

3. Acknowledgement of Acceptance

   1. When you execute any agreement by way of an electronic signature (whether by signing and sending us a scanned copy or PDF version of the document, by way of a biometric or digital signature or any other electronic means) and/or by clicking "Accept", "Agree", "Submit" or "Continue" when prompted in relation to:

      1. your application to be qualified as a registered Member;

      2. the Terms of Use;

      3. the Platform Terms;

      4. your participation in any co-investment opportunity; or

      5. any transaction on the Platform and/or when using the Services,

      you are deemed to have read, understand and agreed to the terms and conditions of such transaction, and such electronic signature and/or act of affirmation shall also constitute an acceptance in accordance with Section 11 of the Electronic Transactions Act 2010.

   2. You acknowledge that your electronic submissions, including all transactions through the Platform, constitute your agreement and intent to be bound by and pay for such agreements and transactions. Such agreement and intent to be bound by electronic submissions shall apply to all records relating to all transactions you may enter into, including notices of cancellations, policies, contracts and applications. It shall be your sole responsibility to access and retain electronic records of all your transactions via the Platform.

4. Registration

   1. You will be required to be registered as a Member in order to use the Platform and Services. As part of the registration process, you will be required to provide information about yourself. We will use this information to verify your identity and to enable us to (i) conduct our due diligence checks pursuant to the applicable law, including the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 and the Terrorism (Suppression of Financing) Act 2002; and (ii) ascertain that you are a qualified investor according to the prevailing MAS guidelines and policies.

   2. As part of our due diligence checks, we may contact relevant authorities, credit rating agencies, service providers or other relevant parties to verify and confirm any relevant information about you, including any legal, operational, or credit history.

   3. You shall provide accurate, complete, and updated registration information. You shall ensure that such personal particulars and information are kept updated at all times in your User Profile. We reserve the right to request for additional information or supporting documents to verify your identity as well as the ownership of the bank account designated to your Account.

   4. If you are registering for or on behalf of a company or separate legal entity, you may be required to provide documentary proof to substantiate (i) the existence of such company or legal entity and (ii) that you are duly authorised by such company or legal entity to register the Account and to represent it in any transaction, whether as a Member or an Investor.

   5. RV uses its own internal guidelines and policies when assessing applications but has complete discretion as to whether allow you to be registered as a Member. We are not obliged to give you any reason for rejecting or delaying your application.

   6. To comply with our ongoing obligation to conduct due diligence checks on Members and to ensure that they continue to be eligible to participate in co-investment opportunities as qualified investors according to the prevailing MAS guidelines and policies of the MAS, we shall have the right to request for further information and supporting documents from time to time. We reserve the right to suspend or terminate your Account if you fail to provide such further information and supporting documents.

   7. If, at any time, our verification and due diligence checks raises reasonable suspicions that the Platform and Services are being used for illegal activities, we will notify the relevant law enforcement authorities and cooperate with such law enforcement agencies in any investigation of such alleged illegal activities.

   8. You shall not use as your UserID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorisation; or (iii) is offensive, vulgar, or obscene. We reserve the right, at our sole discretion, to refuse registration of, or cancel a UserID. A failure to comply with the foregoing may also result in your Account being suspended or terminated.

   9. You are solely responsible for all activity that occurs on your Account and shall maintain the confidentiality of your password to your Account at all times. You shall:

      1. not use an Account belonging to another Member or share your Account with any other person;

      2. not save your login details and password in the web browser if you are using a shared computer to access the Platform;

      3. immediately notify RV in writing if you have reason to believe that:

         1. a third party has obtained your Account details without your consent;

         2. there has been an unauthorised use of your account; or

         3. there have been other Account-related security breaches.

   10. We shall not be liable for any loss or damages (whether direct or indirect) suffered by you or any third party as a result of your breach this Clause. You shall be liable for all loss or damages (whether direct or indirect) that we may suffer as a result of your breach of this Clause.

5. Member Warranties

   1. You hereby warrant and represent that:

      1. all information, confirmations and declarations that you have provided and/or made during your application to be registered as a Member are authentic, true and accurate;

      2. all documents, including those disclosing your sources of wealth, that you have furnished to RV in relation to your application to be registered as a Member, and our ongoing checks are authentic, true and accurate;

      3. if you are representing a company or any other legal entity, you are duly authorised to register and operate the Account on its behalf, and to represent it in any transaction as an Investor;

      4. you are aware that participating in any co-investing opportunities involves risk and may result in the loss of your principal sum.

   2. We reserve the right to reject your request to participate in any transaction in the event of any breach(es) of the representations and warranties set out in this Clause.

   3. You shall indemnify and keep indemnified RV, its officers, employees, affiliates and assignees against all claims, losses, damages, penalties, fines, interest, costs (including legal costs) and expenses arising or resulting from a breach of any of the warranties and/or representations contained in this Clause.

6. Acceptable Usage Policy

   1. You shall only use Platform in a manner that is lawful and ensure that you comply fully with all applicable local, national or international laws and regulations.

   2. You shall not:

      1. upload, post or otherwise transmit any information, content, or proprietary rights that you do not have a right to transmit;

      2. post or transmit any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material;

      3. attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising any part of the Platform;

      4. use the Platform to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

      5. attempt to gain unauthorised access to any part of Platform, the server on which Platform is stored, or any other server, computer, or database connected to Platform.

      6. attack the Platform by means of a denial of service attack, a distributed denial of service attack, spam, or by any other means;

      7. use the Platform in any way or for any purpose that is illegal, fraudulent or intended to harm any person or persons in any way.

   3. By breaching the provisions of this Clause, you may be committing a criminal offence under the Computer Misuse Act 1993. We will report such breach(es) to the relevant authorities and will cooperate fully with those authorities, including disclosing your identity to them.

   4. We reserve the right to suspend or terminate your access to the Platform and the Services if you materially breach any of the provisions of this Terms of Use. Without prejudice to the foregoing, we reserve the right to take one or more of the following actions:

      1. issue a written warning to you;

      2. take legal proceedings against you; or

      3. such other actions that we deem necessary under the circumstances.

   5. We exclude all liability arising out of any actions that we may take in response to any breach of this Terms of Use.

7. Non-disparagement

   1. We strongly encourage that you direct any issues, grievances or problems that you may experience when using the Platform and Services to our customer support at support@realvantage.co.

   2. You shall not in any way criticize, disparage, call into disrepute, or otherwise defame or slander RV, any RV Group member or service providers or their respective directors, shareholders, employees, or any of the Platform or Services in any manner (whether privately or publicly, including via social media channels) that would reasonably be expected to damage the business or reputation of said parties, their businesses, products or services.

   3. As a breach of this Clause is likely to cause irreparable harm to RV, and monetary damages are unlikely to adequately compensate RV, we reserve the right to seek injunctive or other equitable relief against you from any Court of competent jurisdiction to restrain such breach.

Privacy Policy & Data Protection

This Privacy Policy constitutes a binding and enforceable legal contract between you and RV. Therefore, kindly read them carefully. By logging into and using the Platform and the Services, you agree to the collection and use of your Personal Information in accordance with this Privacy Policy. If you do not agree to the Privacy Policy, please do not access and/or use the Platform or the Services.

1. Data Protection Principles

   1. We will comply with data protection law. This means that the personal information ("Personal Information") we hold about you must be:

      1. used lawfully, fairly and in a transparent way;

      2. collected only for valid purposes that we have explained to you clearly and not used in any way that is incompatible with these purposes;

      3. relevant to the purposes we have told you about and limited to those purposes only;

      4. accurate and kept up to date;

      5. kept only for such time as is necessary for the purposes we have told you about; and

      6. kept securely.

2. Collection of Personal Information

   1. When you use the Platform and Services or otherwise provide us with your details, we may collect and process a range of personal information about you, and which we may use to contact or identify you. "Personal Information" means any information about an individual from which the person can be identified, and includes the individual's name, email address, phone number, correspondence address, bank account details, date of birth and gender.

   2. We collect this information in a variety of ways. For example, data is collected through the log-in and registration process when you access the Platform and use the Services. In some cases, we collect Personal Information about you from third parties, such as information from credit reference agencies and our service providers who conduct due diligence checks.

   3. Data is stored in a range of different places, including our database, email and other IT systems.

   4. When you access the Platform and the Services, you generally do so anonymously but please see Clause 14 on log data and Clause 15 below on cookies.

   5. Please ensure that all Personal Information you submit to us is complete, accurate true and correct, otherwise we may not be able to provide you with our Services.

   6. You may access and update your Personal Information submitted to us at any time as described in Clause 24.2.

3. Use and Disclosure of Personal Information

   1. The Personal Information that we collect from you will be processed, used or shared with third parties (including our affiliates, business partners and service providers) for the following purposes (collectively the "Purpose"):

      1. to provide and operate the Platform and/or grant you access to the Services;

      2. to manage and administer your Account and our relationship with you;

      3. to comply with the requirements imposed by the MAS and/or other regulatory authorities governing RV and/or the Platform;

      4. to disclose your Personal Information to MAS and/or the regulatory authorities if we are directed to do so;

      5. to notify you of any investment opportunities that you may be interested in, having regard to your investment preferences that you have indicated in your profile;

      6. to verify the authenticity of your Personal Information, including comparing it with information from other sources;

      7. to maintain accurate and up-to-date records of your contact details and transactions;

      8. to notify you of any changes to the Platform and our Services that may affect you;

      9. to perform or comply with any matters expressly reserved in our Terms of Use;

      10. to conduct statistical analysis of the users of Platform, including the number of Members, frequency of use, profile of Members and using such analysis for our business plans, the enhancement of our services and conveying such information (which has been anonymised) to third parties who have or propose to have business dealings with RV;

      11. to comply with any request from any third party or any Order of Court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for the purposes of taking legal action; and

      12. to comply with applicable laws and regulations.

   2. We may share or transfer your Personal Information in connection with or during negotiations of any merger, sale of company assets, financing or acquisition of all or a portion of its business to another company. In such circumstances the data will be subject to confidentiality arrangements. You will have the opportunity to opt out of such transfer if the new entity's planned processing of your Personal Information differs materially from that set forth in this Privacy Policy.

   3. We will not sell, share or disclose Personal Information with third parties except as described in this Privacy Policy.

   4. We will only use your Personal Information for the Purpose unless we reasonably consider that we need to use it for another reason and that reason is compatible with the Purpose. If we need to use your Personal Information for an unrelated purpose, we will advise you of this and explain the legal basis which allows us to do so.

   5. You should be aware that we may process your Personal Information without your knowledge or consent where this is required or permitted by law.

4. Protection of Personal Information

   1. We take the security of your Personal Information seriously. We have internal policies and controls in place to prevent your data being lost, accidentally destroyed, misused or disclosed, and is not accessed except by our employees in the performance of their duties. Details of these measures are available on request.

   2. When we engage third parties to process Personal Information on our behalf, we do so on the basis of written instructions, are under a duty of confidentiality and are obliged to implement appropriate technical and organisational measures to ensure the security of data.

5. Service Provider

   1. We engage service providers to avail the Platform and to provide the Services to you. In order to provide their services, such service providers may require the collection, access and use of your Personal Information including the activities or navigation undertaken by you through the Platform and/or the Services. Such services providers include:

      1. our business partners;

      2. our agents and providers; and

      3. law enforcement agencies in connection with any investigation to help prevent unlawful activity.

   2. You acknowledge and agree that our Privacy Policy and each such third-party services' privacy policy govern such activities.

6. Your Rights

   1. As a data subject, you can:

      1. access and obtain a copy of your data on request;

      2. require us to change incorrect or incomplete data;

      3. request for your Personal Information to be erased. This enables you to ask us to delete or stop processing your data, for example where the data is no longer necessary for the Purpose; and

      4. ask us to suspend the processing of your Personal Information for a period of time if the Personal Information is inaccurate or there is a dispute about its accuracy or the reason for processing it.

   2. If you would like to exercise any of these rights, or you have any questions about the privacy notice, please contact the Compliance Officer at compliance@realvantage.co.

7. Log data

   We may also collect information that the mobile device, personal computer, laptop and/or tablet send whenever you use the Platform and our Services. This Log Data may include information such as your mobile device, personal computer, laptop and/or or tablet's Internet Protocol ("IP") address, the pages of the Platform that you visit, the time and date of your visit, the time spent on those pages and other statistics.

8. Cookies

   1. Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to and stored in your personal computer, mobile device and/or tablet.

   2. We use cookies to collect information to (a) improve and customise our Services and your experience; (b) allow you to access the Platform or use the Services without re-entering your UserID or password; and (c) to count visits and understand which areas and features of the Platform and/or our Services are most popular. You can instruct your personal computer, mobile device and/or tablet to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Services.

9. Opting Out of Marketing Communications

   1. We may use your Personal Information to contact you with newsletters, promotional materials and other information about the Platform and the Services.

   2. You may opt out of receiving any, or all, of these marketing or promotional communications from us via the Member Account settings in the Platform.

   3. Although opt-out requests are usually processed immediately, please allow up to fourteen (14) Business Days for removal requests to be processed. Please note that even after you have opted out from receiving marketing messages from us, you will continue to receive information about transactions that occur on your Account.

10. Compliance with Laws

    We will disclose your Personal Information where required to do so by law or if we believe that such action is necessary to comply with the law and the reasonable requests of law enforcement or to protect the security or integrity of our Services.

11. Law Enforcement

    We cooperate with government and law enforcement authorities or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement authorities or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims, legal process (including subpoenas), to protect our property and rights or the property and rights of a third party, the safety of the public or any person, to prevent or stop any illegal, unethical, or legally actionable activity, or to comply with the law.

12. Security

    1. We use the industry standard 128-bit SSL (secure sockets layer) encryption technology when you provide us with your Personal Information.

    2. We host Personal Information with hosting service providers in numerous countries around the world. The servers on which Personal Information is stored are kept in a controlled environment.

    3. You hereby acknowledge that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee the security or integrity of any Personal Information that is transferred from you or to you via the Internet.

13. International Transfer

    1. Your information, including Personal Information, may be transferred to, and maintained on, computers located outside of your jurisdiction of residence where the data protection laws may differ than those from your jurisdiction.

    2. If you are located outside Singapore and choose to provide information to us, please note that we transfer the information, including Personal Information, to Singapore and process it there. However, where we are required to transfer your Personal Information to our business partners or third parties located overseas for data processing, we take steps to ensure that the receiving jurisdiction has in place a standard of protection accorded to Personal Information that is comparable to the protection provided by us.

    3. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to such transfer.

14. Links To Other Sites

    1. The Platform and our Services may contain links to other sites that are not operated by us. If you click on a third-party link, you will be directed to that third party's site. We strongly advise you to review the privacy policy of every site you visit.

    2. We have no control over, and assume no responsibility for the content, privacy policies or practices of any third-party sites.

15. Monitoring

    We may monitor and record communications with you (such as telephone conversations and emails) for the purpose of quality assurance, training, fraud prevention and compliance.

16. Changes To This Privacy Policy

    1. We reserve the right to amend, modify or otherwise update our Privacy Policy from time to time at our sole discretion, without prior notification. You are advised to review this Privacy Policy periodically for any changes.

    2. Changes to this Privacy Policy are effective when they are posted on the Platform.

    3. Your continued use of the Platform or our Services constitutes acceptance of any updates or changes to the Privacy Policy as we may make and post from time to time. If you disagree with any changes to this Privacy Policy, do not access the Platform or our Services.

17. Accessing and Updating your Personal Information

    1. If you would like to view the Personal Information we have on you or inquire about the ways in which your Personal Information has been or may have been used or disclosed by us within the past year, please contact the Compliance Officer at compliance@realvantage.co. We will respond to your request within three (3) Business Days.

    2. You may retrieve and update your Personal Information records by accessing it via the Member Dashboard page on the Platform.

18. Retention of Personal Information

    We will retain your Account information and your Personal Information as long as your Account is active; for as long as is necessary to fulfil the Purpose, including any legal, accounting or reporting requirements; as reasonably useful for commercial purposes or as necessary to comply with our legal obligations under any applicable laws or resolve disputes and to enforce any agreements that you are a party to.

19. Contact us

    If you have any questions relating to your Personal Information or about this Privacy Policy, please contact our Privacy Officer at compliance@realvantage.co.

20. Termination/suspension of Account/use of Services

    1. We reserve the right to suspend (whether temporarily or permanently) or terminate your Account and/or your use of the Services with or without notice to you if we consider, in our sole discretion, that you are in breach of the terms of this Terms of Use, or any of our policies, or any terms and conditions governing the use of the Platform and Services.

    2. We shall not be liable to you for such suspension or termination. If your Account is terminated or cancelled for any reason whatsoever, you shall not be entitled to any compensation whatsoever. For the avoidance of doubt, the suspension or termination shall not prejudice our rights against you for the breach of these terms, for any amounts due or other obligations accrued prior to such suspension or termination.

21. Our Liability

    1. To the fullest extent permissible by law, we accept no liability to any Member for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Platform, the Services or the use of or reliance upon any Content included on the Platform.

    2. We shall not be liable for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage even if we have been advised of the possibility of such damage.

    3. We shall not accept any liability arising out of any disruption or non-availability of Platform due to external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

22. Assignment

    This Terms of Use, any rights and licenses granted hereunder to you shall not be transferable or assignable, but may be assigned by RV without restriction or consent.

23. Remedies

    The remedies conferred by this Terms of Use shall be in addition to any other remedy that is available to us at law or in equity. The election of any one or more of such remedies on our part shall not constitute a waiver by us of the right to pursue any other available remedy.

24. Severability

    If any Clause or part of a Clause of this Terms of Use shall be, or be found by any authority or Court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Terms of Use, all of which shall remain in full force and effect.

25. Waiver

    No failure or delay on our part to exercise any right, power or remedy under this Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver on our part of any breach by you of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

26. Third Parties' Rights

    A person who is not a party to this Terms of Use shall not have or acquire any right to enforce any term herein (including any right to enforce or have the benefit of any exclusion or limitation of liability contained in this User Agreement) under the Contract (Right of Third Parties) Act 2001 of Singapore. This Clause shall override any other Clause in this Terms of Use that is or may be inconsistent with it.

27. Governing Law and Submission to Jurisdiction

    The validity, construction and performance of this Terms of Use shall be governed by and interpreted in accordance with the laws of Singapore, and you hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of Singapore.