ESCROW SERVICE AGREEMENT

The terms and conditions set out in THIS ESCROW SERVICE AGREEMENT (this “Agreement”) apply to persons who uses the escrow services provided by HANDSHAKE TECHNOLOGIES PTE. LTD. (UEN 202424769C) (the “Escrow Agent”) through its Platform (each a “Client”) and to such Client’s service provider that has entered into, or intend to enter into, into an Underlying Agreement with the Client that requires the provision of escrow services and who has agreed to the appointment of the Escrow Agent to provide such escrow services (each a “Service Provider”).   

The Escrow Agent, Client, and Service Provider each referred to as a “Party” and collectively referred to as the “Parties”

WHEREAS

1. The Client and the Service Provider have entered into, or intend to enter into, certain commercial arrangements that require the holding and disbursement of funds in accordance with pre-agreed conditions (“Underlying Agreement”).

2. The Client and Service Provider wish to appoint the Escrow Agent as a neutral third-party to receive, safeguard, and disburse those funds in accordance with the terms and conditions as set out in this Agreement.

3. The Escrow Agent has agreed to the appointment as the escrow agent to receive, hold, and disburse the funds in accordance with the terms and conditions set out in this Agreement.

4. The Client and the Service Provider agree that the Escrow Agent will provide its services through the Escrow Agent’s Platform. 

5. In the event of any dispute arising out of or in connection with the Underlying Agreement, the Escrow Agent shall not participate in, nor be joined as a party to the dispute between the Client and Service Provider. Pending final resolution of any such dispute, the Escrow Agent shall continue to hold the funds pending resolution in accordance with this Agreement.

IT IS AGREED

1. DEFINITIONS

1. In this Agreement, unless the context otherwise requires:

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

2. words importing the singular shall include the plural and vice versa;

3. words importing a gender include every gender;

4. references to a person include an individual, company, corporation, unincorporated association or body of persons, government authority or agency, partnership, trust, or other entity, in each case whether or not having separate legal personality;

5. references to any party shall include its successors, permitted assigns, and permitted transferees;

6. references to a Clause shall be to a clause of this Agreement;

7. references to any agreement or instrument shall include references to such agreement or instrument as amended, novated, supplemented, varied or replaced from time to time;  

8. the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;

9. references to any law or to any provision of law shall include that law or provision as amended, re-enacted, or extended from time to time, and shall include any subordinate legislation made under it; and

10. any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2. In this Agreement, the following words and expressions shall have the following meanings:

2. APPOINTMENT OF ESCROW AGENT

1. The Client and Service Provider hereby irrevocably appoint the Escrow Agent to act as an independent agent to receive, hold, and disburse the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agent accepts such appointment on those terms.

2. The Escrow Agent shall act independently and impartially at all times as between the Client and Service Provider and shall not be deemed to be a trustee, fiduciary, or partner of either the Client or the Service Provider. 

3. The Escrow Agent shall have no obligations, duties, or liabilities other than those expressly set out in this Agreement.

4. The Escrow Agent may cease to act:

1. at any time by giving the Client and Service Provider not less than twenty (20) Business Days’ prior written notice; 

2. at the request of both the Client and Service Provider provided that such notice is not less than twenty (20) Business Days; or

3. at any time provided that at the time such notice is given, there are no outstanding liabilities owing to the Escrow Agent, and no funds remain in the Escrow Account, and such notice may be given either:

1. by the Escrow Agent; or

2. at the request of both the Client and Service Provider. 

(either referred to as an “Escrow Agent Resignation Notice”)

5. Upon the receipt or issuance of an Escrow Agent Resignation Notice pursuant to Clauses 2.4(a) or 2.4(b), the Client and Service Provider shall within twenty (20) Business Days, jointly appoint a successor escrow agent and notify the Escrow Agent of:

1. the name, registered address, and designated escrow account details of the successor escrow agent; and

2. the proposed effective date of appointment and confirmation from the successor escrow agent accepting its appointment.

6. The Escrow Agent shall continue to hold and administer the Escrow Funds until the effective date of resignation, or such earlier date as a duly appointed successor escrow agent accepts the transfer of the Escrow Funds.

7. Upon the effective appointment of a successor escrow agent and prior to the transfer of the Escrow Funds and all relevant records, the Escrow Agent shall be entitled to deduct and withhold from the Escrow Funds an amount equal to any unpaid Fees or Expenses or amounts owing to the Escrow Agent under this Agreement. 

8. The Escrow Agent shall notify the Client and Service Provider of the amount to be deducted and provide a summary of the relevant deductions. Upon the transfer of the remaining balance of the Escrow Funds to the successor escrow agent, the Escrow Agent shall henceforth be discharged from all further obligations under this Agreement.

3. ESCROW ACCOUNT

1. The Escrow Agent shall use reasonable endeavours to open and maintain a separate bank account for the Client and Service Provider solely for the purposes of administering the Escrow Funds in accordance with this Agreement (“Escrow Account”) after Parties have entered into this Agreement.

2. The Parties acknowledge that the Escrow Account will be opened with a third-party bank or payment service provider, and the opening of such account is subject to successful completion of all necessary onboarding and regulatory checks, such as anti-money laundering or counter-financing of terrorism requirements. In any event, the Escrow Agent shall not be liable for any delay or failure in opening the Escrow Account arising from the actions, requirements, or decisions of the relevant bank or payment service provider.

4. DEPOSIT OF THE ESCROW FUNDS

1. After the Escrow Account has been open, the Escrow Agent shall inform the Client, and the Client shall transfer or procure the transfer of funds to the Escrow Account.

2. The funds in the Escrow Account (“Escrow Funds”) shall:

1. be retained in the Escrow Account until released pursuant to the terms of this Agreement; and

2. shall be kept separate from and shall not co-mingle with any other money.

5. RELEASE OF ESCROW FUNDS

1. The Escrow Agent shall be entitled to procure the release of, transfer, or otherwise deal with, the Escrow Funds (or any part thereof) if there are sufficient cleared funds in the Escrow Account, and one or more of the following conditions (each a “Release Condition”) has been satisfied:

1. the Escrow Agent has received an instruction from both Authorised Signatories of the Client and Service Provider (“Joint Instruction”);

1. for the avoidance of doubt, a Joint Instruction may be effected through electronic means, including via the Platform, and is not required to be given simultaneously. For example, a Joint Instruction shall be deemed valid where one party initiates a request for the release of funds, and the other party subsequently approves it.

2. the Escrow Agent has received: 

1. a final and binding order or direction of a court of competent jurisdiction;

2. a final and finding arbitral award; 

3. a written settlement agreement duly signed by the Client and the Service Provider; or

3. in such other manner as may be provided in accordance with the terms of this Agreement.

2. Where a Client or Service Provider seeks to rely on the above Clause 5.1(b), the Escrow Agent may require that Party to furnish a legal opinion or other written confirmation satisfactory to the Escrow Agent, confirming that the relevant court order, arbitral award, or settlement agreement is valid, enforceable, and final and binding. 

3. The Escrow Agent shall not be obliged to independently verify whether a Release Condition has been satisfied and may rely on any document or instruction that may reasonably meet the requirements set out in the above Clause 5.1.

4. In the event the Escrow Agent receives conflicting instructions from either the Client or the Service Provider, or where a Joint Instruction is unable to be issued despite the satisfaction or expiry of any relevant condition, the Escrow Agent shall promptly notify the other Parties of such conflicting or absent instructions and shall be empowered to hold the Escrow Funds until such time a valid Release Condition has been met.

5. In the event that any Party raises a dispute in relation to a Release Condition or the release of Escrow Funds, the Party raising such dispute shall clearly specify in writing the amount(s) in dispute and the basis for such dispute.

Notwithstanding the existence of any dispute, the Escrow Agent shall be entitled, but not obliged, to release any portion of the Escrow Funds that is not expressly identified as disputed, provided that such release otherwise satisfies the applicable Release Conditions. Any disputed amount(s) shall continue to be held in escrow until the dispute is resolved in accordance with this Agreement or pursuant to a valid Joint Instruction.

6. INTEREST

1. Interest shall accrue on the Escrow Funds at such rate as may be earned on the Escrow Account from time to time. 

2. Any interest accruing on Escrow Funds shall be immediately credited to the Escrow Account as and when it may accrue. Unless otherwise agreed in writing, such interest shall be retained by the Escrow Agent and form part of the Fees, and shall not form part of the Escrow Funds. 

3. For the avoidance of doubt, the Escrow Agent shall have no liability for any failure to achieve the interest rate stated at Clause 6.1 provided that the Escrow Agent has complied with its obligations under this Agreement in maintaining the Escrow Account.

7. FEES AND EXPENSES

1. The Parties shall pay to the Escrow Agent the fees as agreed in writing (“Fees”). Unless otherwise stated, the Fees are exclusive of goods and services tax, which shall be payable in addition at the prevailing rate. 

2. The Escrow Agent shall be reimbursed for all reasonable out-of-pocket expenses incurred in performing its duties under this Agreement, including bank charges, transfer fees, compliance search fees, or courier charges (“Expenses”).

3. The Escrow Agent is authorised to deduct any unpaid Fees, Expenses, and GST from the Escrow Account at any time, prior to, or contemporaneously with any disbursement of funds to the Parties. 

4. Unless otherwise agreed in writing by the Escrow Agent, a flat transaction fee of 2.5% shall be charged on each amount received into the Escrow Account. Such transaction fee shall form part of the Escrow Agent’s Fees and shall be automatically deducted by the Escrow Agent upon receipt of each payment into the Escrow Account.

8. RIGHTS AND LIABILITIES OF ESCROW AGENT

1. This Agreement sets out the duties and obligations of the Escrow Agent, and no other duties or obligations shall be implied into this Agreement by law, or otherwise.

2. The Escrow Agent shall not be required to accept any instruction from any person other than the Client and Service Provider and shall only accept such instructions to the extent and in the manner provided in this Agreement.

3. The Escrow Agent may rely, without enquiry or investigation, on the authenticity, validity, and completeness of any notice, direction, certificate, court order, arbitral award, settlement agreement, or Joint Instruction that appears on its face to comply with the requirements of this Agreement, and shall have no liability for acting on such documents in good faith.

4. The Escrow Agent shall not be required to participate in or take any position in relation to any dispute between the Client and Service Provider, whether arising under this Agreement or any arrangement or agreement or the Underlying Agreement. The Escrow Agent shall have no obligation to inquire into, monitor, or enforce compliance by the Client or the Service Provider with any agreement, obligation, or condition outside the express terms of this Agreement.

5. The Escrow Agent shall not be liable to any other Party for any act or omission in connection with this Agreement, except to the extent such liability arises directly from the Escrow Agent’s gross negligence, wilful misconduct, or fraud.

6. Under no circumstances shall the Escrow Agent be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profit, revenue, or goodwill, arising out of or in connection with this Agreement or its performance of the services contemplated herein.

7. The Client and Service Provider agree that they shall not bring any claim, suit, or action against the Escrow Agent in relation to any dispute between them, whether or not such dispute relates to their commercial arrangement or the release of the Escrow Funds. The Client and Service Provider shall, jointly and severally, indemnify and hold harmless the Escrow Agent against all claims, losses, liabilities and expenses (including reasonable legal fees) arising out of or in connection with this Agreement

9. AUTHORISED SIGNATORIES

1. The persons identified as authorised signatories for the Client and Service Provider are those designated at the time of signing up with the with the Escrow Agent (or as otherwise amended in accordance with Clause 11 (Notice)). Such individuals shall be the persons authorised to issue instructions or communications to the Escrow Agent on behalf of that Party (“Authorised Signatory”).

2. The Escrow Agent shall be entitled to act upon any instructions or communication which reasonably appears to be given by an Authorised Signatory.

3. The Client and Service Provider shall be entitled from time to time to make changes to their Authorised Signatories in accordance with Clause 11 (Notice). Until such notice is received, the Escrow Agent shall be entitled to rely on the last validly notified Authorised Signatory

10. TERMINATION

1. This Agreement shall automatically terminate on the date on which all Escrow Funds have been released and all Fees and Expenses have been paid in accordance with this Agreement.

2. Each Party’s further rights and obligations cease immediately on termination save for the Clauses as set out in Clause 13.5.

3. For the avoidance of doubt, the termination of this Agreement shall not affect any Party’s accrued rights and obligations prior to the date of termination.

11. NOTICE

1. Any notice, demand, consent, approval, or other communication (“Notice”) required or permitted to be given under this Agreement:

1. shall be in writing and in the English language;

2. shall be delivered to the other Party at the contact details provided by that Party during account registration with the Escrow Agent, and for the attention of the Authorised Signatory; and

3. may be delivered by hand, electronic mail, or by pre-paid registered post, or on the Platform.

2. Any Notice sent shall be effective upon receipt and shall be deemed to have been received:

1. if by personal delivery by hand or the Platform, at the time of delivery;

2. if by pre-paid registered post, at 9am on the seventh (7th) Business Day at the location of the addressee after posting; or

3. if sent by electronic mail, on the day of transmission that a confirmation receipt is received by the sending Party or acknowledged by the receiving Party(ies).

3. Where delivery occurs outside the hours of 9:00am to 5:00pm on a Business Day, or on a day that is not a Business Day, the Notice shall be deemed to have been received at 9:00am on the next Business Day.

4. Each Party shall notify the other Parties in writing of a change to its details from time to time in accordance with this Clause 11 (Notice).

12. GOVERNING LAW & DISPUTE RESOLUTION

1. This Agreement shall be governed by and construed in accordance with the laws of Singapore.

2. In the event of any dispute, controversy, or claim (“Dispute“) in this Agreement, the disputing Party shall give the other Party written notice of the nature and particulars of the Dispute (“Dispute Notice”). 

3. Within five (5) Business Days after receipt of a Dispute Notice, each Party shall appoint a representative with the authority settle the Dispute shall meet and consult and negotiate in good faith with a view of reaching an amicable resolution.  

4. If the Dispute has not been resolved within thirty (30) days after the date of the Dispute Notice, or within such other period as the Parties may agree in writing, either Party may refer the Dispute to mediation in accordance with Clause 12.5.

5. The Parties shall submit the unresolved Dispute to mediation which may be conducted virtually or in person, at a venue mutually agreed upon by the Parties. Unless otherwise agreed, mediation shall be administered in accordance with the mediation rules of the Singapore Mediation Centre (“SMC”) or any other mutually agreed mediation provider.

6. The mediation shall be conducted in Singapore and in the English language. Any settlement reached at such mediation shall be final and binding upon the Parties and may be recorded in writing and signed by both Parties. Such a signed settlement agreement shall be enforceable as a contract and may, with the consent of the Parties, be recorded as a consent judgment of the Singapore courts.

7. If the Dispute is not resolved through mediation within forty-five days (45) from the date it is first submitted to the SMC, or such longer period as the Parties may agree in writing, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

8. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator to be agreed upon by the Parties. If the Parties are unable to agree on the arbitrator, the President of the SIAC shall make the appointment. The language of the arbitration shall be English.

13. MISCELLANEOUS

1. Assignment: Except as expressly permitted, no Party may assign, transfer, novate, charge or otherwise dispose of any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the other Parties.

2. Counterparts: The Parties agree that this Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. Signed copies of this Agreement may be executed and delivered by electronic means and will be accepted as having the same binding effect as a physical signature as if the original had been received. For the avoidance of doubt, the Parties agree that this Agreement, or any part thereof, shall not be denied legal effect, validity or enforceability solely on the ground that it is in the form of an electronic record.

3. Entire Agreement: This Agreement sets forth the entire agreement and understanding of the Parties with respect to the subject matter contained herein and supersedes all prior discussions, agreements, communications, and understandings, whether written or oral, relating to the subject matter herein.

4. Illegality: If a provision of this Agreement or procedure to be carried out in its implementation is or becomes illegal or unenforceable, it shall be rendered void, illegal or unenforceable to that extent, and shall in no way affect or prejudice the enforceability of the remainder or such provisions or the other provisions of this Agreement.

5. Survival Clauses: Notwithstanding the termination of this Agreement for any reason, the provisions of Clause 7 (Fees and Expenses), Clause 8 (Rights and Liabilities of Escrow Agent), Clause 12 (Governing Law & Dispute Resolution), and Clause 13 (Miscellaneous)

6. Third Party Rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any terms of this Agreement.

7. Variation: No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of both Parties.

8.  Waiver: No waiver of a right or remedy under this Agreement is effective unless it is in writing and signed by the Party granting it. It is only effective in the specific instance and for the specific purpose it was granted. A single or partial exercise of a right or remedy under this Agreement does not prevent the further exercise of that or of any other right or remedy. Failure to exercise or delay in exercising a right or remedy under this Agreement does not operate as a waiver or prevent further exercise of that or of any other right or remedy.

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