These Financing Terms (the “Financing Terms”) are issued pursuant to, and form an integral part of, the Service Agreement entered into between Score Financial Pte. Ltd. (“Score”) and the Client. These Financing Terms are incorporated by reference into the Service Agreement and are subject in all respects to the terms and conditions set forth therein.These Financing Terms establish the legal and operational framework governing the provision and use of the Financing Services offered by Score. They set out the respective rights and obligations of Clients, including both Merchants and Customers, in connection with Receivables-based financing provided by Score through the Platform.For the avoidance of doubt, Score does not act as a seller, supplier, principal, agent, or marketplace operator in any transaction between a Merchant and a Customer. The Platform constitutes a technical and administrative infrastructure through which the Financing Services are facilitated and administered.
“Score” means Score Financial Pte. Ltd., a company incorporated in Singapore, and its affiliates where applicable.“Services” means the suite of business and technology solutions provided by Score, including all related functionalities, platforms, systems, applications, and tools. These include the Financing Services, Platform Services, and Developer Services, as defined below.“Financing Services” means the purchase by Score of Receivables from Merchants in accordance with these Financing Terms, including all related processes such as the assessment, acquisition, payment, and administration of such Receivables through the Platform.“Non-Performance” means, in relation to any Client, any failure to perform, breach of, or default under any obligation set forth in these Financing Terms or the Service Agreement. This includes, without limitation, failure to make payments when due, submission of invalid or disputed Receivables, misrepresentation, fraud, or other conduct that undermines the enforceability or validity of obligations owed to Score.“Platform” means the digital infrastructure, interfaces, systems, and related technologies provided by Score through which Clients access the Services, including but not limited to web applications, API, and administrative portals.“Client” means any business entity or organization that has entered into a Service Agreement with Score and uses the Services for commercial or internal business purposes.“Merchant” means a Client that offers goods or services to Customers and may request financing or payment-related services from Score.“Customer” means a Client that purchases goods or services from a Merchant and may receive credit or deferred payment terms.“Group” means any grouping of Clients that Score, in its sole discretion, determines to be related based on ownership, control, affiliation, or other relevant criteria for the purposes of assessing credit exposure, setting Limit Amounts, or managing risk.“Service Agreement” means the legally binding agreement entered into between Score and the Client, governing the Client’s and its Users’ access to and use of the Services.“Applicable Law” means all laws, regulations, rules, directives, and governmental requirements of any jurisdiction that are applicable to the performance of obligations or exercise of rights under the Service Agreement, including those of Singapore.“Receivables” means the rights of a Merchant to receive payment from a Customer arising from the sale of goods or services, where such rights are documented, managed, or transmitted using the Platform, and may be subject to financing in accordance with these Financing Terms.“Purchase Price” means the amount payable by Score to the Merchant for the purchase of a Receivable, calculated as the Billing Amount less any applicable Discount and Processing Charges.“Billing Amount” means the total amount charged by a Merchant to a Customer for the purchase of goods or services, where the transaction is recorded or invoiced using the Platform, inclusive of any applicable taxes such as GST. It represents the gross value of the transaction and is the amount transferred by Score to the Merchant when the transaction is initiated.“GST” means the Goods and Services Tax imposed under the laws of Singapore on the supply of goods and services, as applicable to transactions governed by these Financing Terms.“Down Payment” means the portion of the Billing Amount that the Customer is required to pay upfront at the time of purchase, calculated as the Billing Amount minus the Financing Amount.“Financing Amount” means the portion of the Billing Amount that is deferred and financed by Score in connection with a transaction, excluding any Down Payment paid by the Customer at the time of purchase. It forms the principal component of the Repayment Amount and serves as the basis for calculating Service Fees and Late Fees under these Financing Terms.“Repayment Amount” means the sum payable by the Customer to Score in respect of a financed transaction, comprising the Financing Amount utilized by the Customer, together with any accrued Service Fees and Late Fees payable in accordance with these Financing Terms.“Discount Rate” means the percentage rate applied by Score to the relevant portion of the Billing Amount — whether financed by Score or paid directly by the Customer at the time of purchase — for the purpose of calculating the Discount payable by the Merchant.“Discount” means the monetary amount deducted from the Billing Amount prior to the payment of the Purchase Price, calculated by applying the applicable Discount Rate to each respective portion of the Billing Amount, whether financed or paid directly by the Customer at the time of purchase.“Service Fee Rate” means the percentage rate applied to the Financing Amount for each defined accrual period, calculated on a simple, non-compounding basis.“Service Fee” means the total charge payable by the Customer, calculated by applying the Service Fee Rate to the Financing Amount for each accrual period during which the Repayment Amount remains unpaid, subject to any applicable cap as set out in these Financing Terms.“Late Fee Rate” means the fixed percentage rate applied to the Financing Amount if the Repayment Amount remains unpaid following the expiration of the applicable Grace Period.“Late Fee” means the one-time charge assessed against the Customer if the Repayment Amount is not paid in full within the applicable Grace Period, calculated by applying the Late Fee Rate to the Financing Amount.“Processing Charges” means the fees imposed by third-party payment service providers working in collaboration with Score for facilitating the transfer of funds or settlement of transactions under these Financing Terms. Such charges are based on the Billing Amount and may be deducted from the amount transferred to the Merchant.“Payment Date” means the date on which Score transfers funds to the Merchant in connection with a financed transaction, following the acquisition of the corresponding Receivable.“Repayment Date” means the calendar date on which the Repayment Amount becomes payable by the Customer to Score, as determined based on the deferred payment duration selected by the Customer at the time of the transaction.“Payment Methods” means the methods of payment supported by the Platform for the purpose of remitting funds from Customers to Score or from Score to Merchants. These may include, without limitation, credit cards, debit cards, bank transfers, direct debits, e-wallets, or bank real-time payment systems, as well as other electronic payment channels facilitated by third-party payment service providers.
Subject to these Financing Terms, Score may, in its sole discretion, purchase Receivables from Clients acting in the capacity of Merchants, arising from the sale of goods or services to Clients acting in the capacity of Customers, where such Receivables are documented, issued, or processed using the Platform. For the avoidance of doubt, Financing Services do not constitute a loan, credit facility, or extension of credit by Score to any Client.
Score may suspend or restrict the provision of Financing Services to any Merchant, Customer, or Group at any time, including but not limited to circumstances where the applicable internal limits have been reached, a breach of the Service Agreement has occurred, or Score identifies legal, operational, or financial risks.
Notwithstanding any provision in these Financing Terms or the Service Agreement, Score retains the right, at its sole discretion and without obligation to provide reasons, to decline the financing of any transaction, invoice, or Receivable.
Score may use internal credit limits and exposure thresholds, including but not limited to limit amounts and outstanding balances, in determining transaction eligibility or financing availability. These thresholds are for internal assessment purposes only and do not constitute entitlements, obligations, or contractual limits unless expressly stated elsewhere.
Financing shall be triggered automatically upon the completion of a transaction between a Merchant and a Customer, subject to predefined commercial parameters determined by Score. No separate application, approval, or acceptance shall be required from either party in respect of individual transactions.
The Financing Services are fully integrated into the Platform and are executed as part of the standard transaction flow. Use of the Platform by Merchants and Customers for the sale or purchase of goods or services constitutes express acceptance of these Financing Terms and of the financing process administered through the Platform.
Each Receivable generated through a transaction on the Platform is deemed to be sold and assigned by the Merchant to Score upon completion of the transaction. Score’s payment to the Merchant constitutes payment of the Purchase Price for the Receivable and not a loan or credit facility.
Upon purchase, all rights, title, and interest in and to the Receivable, including the right to receive payment from the Customer, shall be irrevocably assigned to Score. Title and beneficial ownership shall transfer to Score on the Payment Date.
Purchase Price for each Receivable shall be equal to the Billing Amount, less the Discount and any applicable Processing Charges, and shall be paid to the Merchant on the Payment Date in accordance with these Financing Terms.
Except as expressly stated in these Financing Terms, the sale of Receivables is without recourse to the Merchant. Score assumes the risk of Customer non-payment, subject to exceptions for fraud, misrepresentation, or breach of warranties.
4.5 Representations and Warranties by the Merchant
By selling a Receivable to Score, the Merchant represents and warrants that:a. the Receivable arises from a bona fide sale of goods or services for which the Billing Amount was generated or processed using the Platform;b. the Billing Amount is accurate, complete, and not the subject of any dispute;c. the Receivable has not been previously assigned, pledged, or encumbered;d. the Merchant has full power and authority to assign and sell the Receivable to Score.
The Merchant agrees to execute such documents and take such actions as Score may reasonably request to give full legal and practical effect to the assignment and sale of any Receivable, including providing transaction evidence or Customer confirmations where applicable.
For each transaction processed through the Platform, the Billing Amount shall be the total amount charged by the Merchant to the Customer, inclusive of applicable taxes. The Purchase Price payable by Score to the Merchant shall be calculated as follows:Purchase Price = Billing Amount – DiscountThis reflects the net amount paid by Score upon successful assignment of the Receivable.
Score shall pay the Purchase Price for each Receivable to the Merchant on the Payment Date. Unless otherwise agreed, payment shall occur automatically upon completion of the transaction and successful assignment of the Receivable to Score through the Platform.
Score’s payments to the Merchant shall be made using the Payment Methods supported by the Platform. Score may rely on third-party payment service providers to facilitate such transfers and shall not be liable for any delays, failures, or errors in transmission attributable to such providers, except to the extent caused by Score’s gross negligence or willful misconduct.
Unless otherwise provided in these Financing Terms, payment of the Purchase Price shall be deemed final. However, Score reserves the right to recover or offset amounts previously paid if any post-payment issue arises that materially affects the validity, enforceability, or integrity of the assigned Receivable, including fraud, duplication, dispute, or breach of Merchant warranties.
The Repayment Amount shall be the total amount payable by the Customer to Score in respect of a financed transaction and shall be calculated as follows:Repayment Amount = Financing Amount + Service Fee + Late Fee
Upon completion of a financed transaction and the assignment of the corresponding Receivable to Score, the Customer shall be unconditionally obligated to pay the full Repayment Amount to Score in accordance with the applicable Repayment Date selected at the time of the transaction. This payment obligation shall arise independently of any obligations owed by or to the Merchant and shall be performed without any right of set-off, counterclaim, deduction, or withholding, except as may be required by Applicable Law.
The Repayment Date shall be the calendar date on which the Repayment Amount becomes payable by the Customer to Score, as selected by the Customer at the time of the transaction. The Repayment Date may be set at 15, 30, 45, or 60 calendar days from the applicable Payment Date. The selected Repayment Date shall be notified to the Customer through the Platform and reflected in the relevant invoice, payment instruction, or account summary.
Customer repayments shall be made using the Payment Methods supported by the Platform. Score may utilize third-party payment service providers to process such payments and shall not be responsible for any delay, failure, or processing error caused by such providers, except where resulting from Score’s gross negligence or willful misconduct.
To facilitate transactions where the Financing Amount is lower than the Billing Amount, the Customer shall be required to pay a Down Payment to Score at the time of purchase. The Down Payment represents the difference between the total Billing Amount and the portion financed by Score.The Down Payment shall be calculated as follows:Down Payment = Billing Amount – Financing AmountThis payment shall be made concurrently with the completion of the transaction and does not reduce or offset the Repayment Amount, which remains payable by the Customer to Score on the applicable Repayment Date.
The Discount Rate refers to the percentage rate applied by Score to calculate the Discount, which is the monetary amount deducted from the Billing Amount prior to payment of the Purchase Price. The Discount shall be calculated separately with respect to the financed and non-financed portions of the Billing Amount, as follows:a. The portion of the Billing Amount that is financed by Score shall be subject to a Discount Rate of two percent (2.00%);b. The portion of the Billing Amount paid by the Customer at the time of purchase through the Platform shall be subject to a Discount Rate of zero point one percent (0.10%).The Discount shall apply solely to the respective portions of the Billing Amount as set out above.
The Service Fee is a usage-based charge that accrues on the Financing Amount as consideration for the Customer’s use of deferred payment. The Service Fee is calculated using simple, non-compounding interest and is payable in addition to the Repayment Amount.The Service Fee Rate shall be one percent (1.00%) of the Financing Amount for each consecutive fifteen (15) calendar day period commencing on the Payment Date. The Service Fee shall continue to accrue at the same rate for each such period in which the Repayment Amount remains unpaid, up to a maximum of five (5) accrual periods per transaction.The Service Fee shall be calculated as follows:Service Fee = Financing Amount × Service Fee Rate × Number of 15-day periods
A Late Fee shall become payable by the Customer if the Repayment Amount remains unpaid beyond the applicable Grace Period following the Repayment Date.The Late Fee shall be imposed only if full payment is not received by Score within fifteen (15) calendar days following the Repayment Date. The Late Fee shall be calculated as three percent (3.00%) of the Financing Amount. The applicable percentage constitutes the Late Fee Rate.The Late Fee shall be calculated as follows:Late Fee = Financing Amount × Late Fee Rate
Score reserves the right to amend applicable fee rates or structures from time to time, subject to prior notice where required. Any such changes shall apply only to transactions initiated after the effective date of the amendment and shall be disclosed via the Platform or related communications.
Grace Period means a period of fifteen (15) calendar days following the applicable Repayment Date, during which the Customer may remit the outstanding Repayment Amount without incurring a Late Fee, provided that no other Event of Non-Performance has occurred and remains outstanding during such period.Waiver means any express determination by Score to refrain, in whole or in part, from exercising, enforcing, or applying any right, remedy, fee, charge, or requirement otherwise available to it under these Financing Terms or the Service Agreement, whether on a temporary or permanent basis and whether or not subject to conditions. No Waiver shall be effective unless expressly granted by Score in writing or communicated to the Client through the Platform. No Waiver shall be deemed to constitute a continuing waiver or a waiver of any future right, unless expressly stated to the contrary.Score may, at its sole discretion, extend a Grace Period, or waive all or part of any applicable Service Fee, Late Fee, or other charge, in order to support Customer repayment performance, manage commercial relationships, or otherwise further Score’s business objectives.Any Grace Periods, Waiver terms, or eligibility criteria shall be determined exclusively by Score and communicated through the Platform or in writing. Nothing in these Financing Terms shall be construed as creating an obligation on the part of Score to grant any Grace Period or Waiver unless explicitly provided.
Processing Charges may be imposed in connection with the transfer, collection, or receipt of funds where such transactions are facilitated by third-party payment service providers integrated with the Platform. These charges apply to both payments to Merchants and payments received from Customers.
Processing Charges are determined and levied by third-party payment processors engaged by, or operating in collaboration with, Score. Score does not control the rates or terms imposed by such providers and shall not be liable for any variations therein, except to the extent arising from its own gross negligence or willful misconduct.
Processing Charges shall be applied as follows:a. if borne by the Merchant, they shall be deducted from the Purchase Price payable by Score;b. if borne by the Customer, they shall be included in the total amount payable by the Customer in connection with the transaction.
The following events shall constitute Merchant Non-Performance under these Financing Terms:a. The Merchant breaches any representation or warranty provided under these Financing Terms, including but not limited to representations in respect of the validity, enforceability, or authenticity of any Receivable sold to Score.b. A Receivable sold to Score becomes subject to material dispute, chargeback, cancellation, or credit note, or is otherwise determined to be invalid, fictitious, duplicated, or not arising from a bona fide transaction.c. The Merchant fails to transfer full legal and beneficial title to a Receivable in accordance with these Financing Terms, including any failure to provide reasonable supporting documentation or assurance upon request.d. The Merchant is in material breach of the Service Agreement or any annexed terms, and such breach adversely affects the enforceability or value of the Receivables sold to Score.e. The Merchant is found to have engaged in fraud, misrepresentation, collusion, or any unlawful conduct in connection with a transaction processed through the Platform.
The following events shall constitute Customer Non-Performance under these Financing Terms:a. The Customer fails to remit the full Repayment Amount (including any applicable Service Fees and Late Fees) by the applicable Repayment Date, or within any grace period extended by Score.b. Any payment made or attempted by the Customer is reversed, returned, or dishonoured due to insufficient funds, withdrawal of consent, or any similar reason.c. The Customer raises a dispute over a financed transaction or Receivable without reasonable basis, with the intent or effect of avoiding timely payment.d. The Customer breaches any obligation under the Service Agreement or these Financing Terms, including those relating to data accuracy, platform usage, or financial conduct.e. The Customer becomes insolvent, subject to dissolution, or initiates any insolvency or restructuring proceeding, or is otherwise unable or unwilling to satisfy its payment obligations under the Financing Terms.
Upon the occurrence of any event of Non-Performance, Score shall be entitled, at its sole discretion and without prejudice to its rights under the Service Agreement, these Financing Terms, or Applicable Law, to exercise one or more of the following remedies:a. Suspend or restrict the provision of Financing Services or any related functionality, or terminate the Client’s access to the Platform.b. Declare the Repayment Amount to be immediately due and payable.c. Apply or set off any funds, credits, or amounts otherwise payable to the Client against any outstanding obligations owed to Score, including through cross-transactional or cross-account mechanisms.d. Recover the Purchase Price paid in respect of any affected Receivable, including through clawback, offset, or other adjustment, where permitted under these Financing Terms.e. Require the Client to repurchase or reimburse the value of any affected Receivable, where such remedy is expressly permitted under these Financing Terms, including in cases involving fraud, material misrepresentation, or breach of warranty.f. Delay or withhold payment of the Purchase Price in respect of any pending or future transactions involving the Client.g. Initiate legal, administrative, or arbitration proceedings to recover outstanding amounts or enforce any of Score’s rights or remedies under these Financing Terms.h. Assign or refer the recovery of unpaid obligations to external debt collection agencies, legal representatives, or enforcement authorities.i. Seek injunctive relief, specific performance, or any other equitable remedy available under law to prevent ongoing harm or enforce compliance with these Financing Terms.j. Report relevant instances of Non-Performance to regulatory authorities, credit bureaus, or other third parties, to the extent permitted under Applicable Law.k. Notify the Client of the applicable Non-Performance event, the resulting consequences, and any enforcement steps taken, through the Platform or other designated communication channels.
All matters relating to refunds, cancellations, chargebacks, or disputes between a Merchant and a Customer in respect of the underlying sale of goods or services shall be governed exclusively by the Refund and Disputes Policy adopted by Score, as may be amended from time to time.
Unless otherwise provided under the Refund and Disputes Policy or mandated by Applicable Law, the existence of a dispute or refund request shall not suspend, reduce, or extinguish the obligation of a Customer to pay the full Repayment Amount to Score in accordance with the applicable Repayment Date selected at the time of the transaction.
The Merchant shall be solely responsible for the correct application, calculation, and remittance of any Goods and Services Tax (“GST”) to the Inland Revenue Authority of Singapore (IRAS), in accordance with Applicable Law.
Score shall not be liable for any GST-related errors, omissions, or instances of non-compliance by the Merchant, whether in relation to the issuance of tax invoices, reporting, or remittance obligations. Merchants shall be solely responsible for issuing valid tax invoices to Customers and for ensuring that all GST-related disclosures are accurate and complete.
For the avoidance of doubt, any GST payable by the Merchant shall be calculated based on the Billing Amount for the underlying sale of goods or services, and shall not be adjusted for any Discount, Service Fees, Late Fees, or Processing Charges applied in connection with the Financing Services.
Score reserves the right to amend, update, or otherwise modify these Financing Terms from time to time, including to reflect changes in the Services, Applicable Law, regulatory requirements, or Score’s internal policies, risk frameworks, or business practices.
Where required under Applicable Law, Score shall provide reasonable advance notice to Clients of any material amendments to these Financing Terms. Such notice may be provided through the Platform, email, or other communication channels designated by Score.
Continued access to or use of the Financing Services following the effective date of any amendment shall constitute the Client’s acceptance of the revised Financing Terms. If a Client does not agree to the amended terms, its sole and exclusive remedy shall be to discontinue use of the Financing Services.
No amendment to these Financing Terms shall have retroactive effect unless expressly stated by Score in the relevant amendment notice or as required under Applicable Law.