PART F. VIRTUAL ASSETS LOAN SERVICES

This Part F only applies to the Credit Account and the Virtual Assets Loan Services. 

• 46. VIRTUAL ASSETS LENDING - GENERAL

  • 46.1 RFTL may allow, at its sole discretion, your access to and use of the virtual asset loan services, the provision of loans and any ancillary services made available by RFTL ("Virtual Assets Loan Services"), in Acceptable Tokens, in accordance with these terms. By enabling the opening of the Credit Account, you acknowledge and agree that you will be bound by and will comply with these terms in relation to the Credit Account and the Virtual Assets Loan Services, as updated and amended from time to time. By accessing and/or using the Credit Account and the Virtual Assets Loan Services, you agree that you have read and understood these terms, together with any additional documents or terms referred to in these terms. If you do not understand and accept these terms in their entirety, you should not use the Credit Account and the Virtual Assets Loan Services.

  • 46.2 The utilisation of the Credit Account and the Virtual Assets Loan Services, including your credit limit, the maximum value of any single Loan, the daily maximum aggregate value of Loan and the monthly maximum aggregate value of Loan, will be subject to limits set by RFTL (collectively, "Loan Limits"). The applicable Loan Limits will be set out on the App or the Site. RFTL may, at its sole discretion, apply different Loan Limits to you specifically and may without notice to you increase or reduce any such applicable Loan Limit from time to time. Loans in excess of any applicable Loan Limit will be rejected by the Group. You will not be granted any Loan that exceeds any Loan Limit applicable to you. 

  • 46.3 RFTL or the Group is under no obligation to grant you a Loan. You may use the Virtual Asset Loan Services only if all of the following conditions below are met: 

    • (a) sufficiency of Eligible Collateral in the Credit Account;

    • (b) where we believe that a pre-condition under Clause 3.3 has not been satisfied; and

    • (c) such other conditions as may be required by RFTL 

in any particular case, in each case to RFTL’s satisfaction or as determined or waived by RFTL at its sole and absolute discretion from time to time.

• 46.4 If RFTL determines at any time at its sole discretion that you do not meet or have ceased to meet any of the conditions set out in Clause 46.3 above, RFTL may, at its discretion and without prior notice to you, suspend the provision of the Virtual Assets Loan Services to you, and/or restrict your access to the Virtual Assets Loan Services.

• 46.5 At any time, at RFTL’s sole and absolute discretion, without liability or prior notice to you, RFTL can (i) refuse your request for granting of a Loan; (ii) change the conditions for use of the Virtual Assets Loan Services; (iii) suspend the provision of all or part of the Virtual Assets Loan Services; or (iv) change, update, remove, cancel, suspend, disable or discontinue any features, component or content of the Loan. By continuing to use the Virtual Assets Loan Services, you agree to be bound by the latest Virtual Assets Loan Services terms hereunder and other terms that apply to your activities in connection with the Virtual Assets Loan Services.

• 47. TERMS OF LOAN

  • 47.1 There are two types of Loans provided by RFTL: Stable Rate Loans and Card Automatic Loans, which operates differently:

    • (a) Stable Rate Loans are required to be requested by you manually on the App or the Site, the Loan amount of which shall be debited to your Debit Account (subject to the restrictions in relation to the Virtual Assets Loan Services). 

    • (b) Card Automatic Loans are requested automatically if (i) you enable the function of Virtual Asset Loan Services in relation to your use of the RedotPay Card and in relation to a particular Card Transaction; and (ii) you use the RedotPay Card for such Card Transaction, whereby you will be granted a Loan for the amount of that Card Transaction (subject to Part B of these Terms and the restrictions in relation to the Virtual Assets Loan Services) which shall be used directly towards the relevant Card Transaction.

  • 47.2 If RFTL approves your request for a Loan, the Loan will be granted subject to these terms, including the terms below: 

• 48. REPAYMENT OF LOAN

  • 48.1 You shall repay the Loan Balance at Maturity unless the Loan Term has been extended in accordance with Clause 47 above. 

  • 48.2 You may prepay a Loan in whole or in part at any time without penalty. 

  • 48.3 All repayments of any Loan (whether in whole or in part) shall be allocated first to our Fees (if any), then to Interest and last to the principal amount of the Loan Balance. 

  • 48.4 You hereby undertake and covenant to and for the benefit of RFTL that you will pay to RFTL, the Secured Obligations when the same become due for payment or discharge in accordance with these Virtual Assets Loan Service terms.

• 49. COLLATERAL

  • 49.1 RFTL shall establish collateral requirements in respect of the Virtual Assets Loan Services (including but not limited to setting LTV levels that are required to be maintained by you), as may be specified by RFTL from time to time (the "Collateral Requirements"). RFTL may, at its sole and absolute discretion, by written notice (including through the App and/or the Site) to you, immediately vary the Collateral Requirements at any time and by any amount, determine that additional Eligible Collateral is required, and/or stipulate that such Collateral Requirements shall apply to existing Loans, as well as new Loans. RFTL will not in any way be bound to or restricted by any of the Collateral Requirements previously imposed in respect of any Loan to you or any other person, nor will any such prior Collateral Requirements fetter or otherwise limit in any way RFTL’s discretion to establish any Collateral Requirements in respect of the Virtual Assets Loan Services.    

  • 49.2 In order to use the Virtual Assets Loan Services, you shall deposit the Eligible Collateral in the Credit Account and/or otherwise provide RFTL with the Eligible Collateral in such form and amounts, at such times as RFTL may from time to time at its sole and absolute discretion require. You shall at all times maintain a Collateral Balance sufficient to satisfy the Collateral Requirements. 

  • 49.3 Before entering into a Loan, the relevant amount of the Eligible Collateral (i.e. the Collateral in respect of the Loan being entered into) shall be transferred by you to a separate credit account as a Custodian Account (the “Credit Account”). For the avoidance of doubt, Collateral shall not include any amount lent by RFTL to you.

  • 49.4 All Collateral shall be held subject to RFTL’s general rights in respect of your virtual assets as set out in these Terms in relation to Custodian Account(s) and as afforded by Applicable Law.

  • 49.5 Eligible Collateral shall be Acceptable Tokens and certain fiat acceptable to RFTL from time to time at its sole discretion. RFTL may (but shall not be obliged to) notify you of any changes to the list of Eligible Collateral or discounts applied to the valuation thereof prior to those changes taking effect.

  • 49.6 If at any time the LTV fails to meet the Collateral Requirements, you agree to immediately transfer additional Eligible Collateral to the Credit Account to satisfy the Collateral Requirements, whether or not a Margin Call has been made by RFTL pursuant to Clause 50 below.

  • 49.7 You acknowledge that Collateral may be held and used by RFTL or the Group to secure the Secured Obligations. All Collateral shall be held by RFTL and/or the Group, notwithstanding any provision or Instructions to the contrary, as continuing security for the Secured Obligations and shall be subject to a general right of set-off in favour of RFTL and/or the Group. You hereby charge to RFTL and/or the Group, by way of a floating charge, and assign to RFTL and/or the Group, by way of security, all your rights to, and interests in, the Collateral as continuing security for the payment and discharge of the Secured Obligations. For the avoidance of doubt, notwithstanding any provision of these Terms, you shall have no right to withdraw or to submit any Instructions to request a withdrawal of any virtual assets that constitute Collateral.

  • 49.8 Collateral within the LTV for the Loan Balance shall be locked in the Credit Account and shall not be used freely by you. For the avoidance of doubt, where the balance in the Credit Account exceeds the LTV, such excess may be used by you at your discretion (subject to restrictions herein).

• 50. ADDITIONAL COLLATERAL 

  • 50.1 If RFTL determines that additional Eligible Collateral is required, you shall, upon demand, deposit with RFTL such additional Eligible Collateral immediately or within a specified period of time (which may be less than 24 hours), provided that, notwithstanding any such demand for additional Eligible Collateral, RFTL may at any time exercise its rights under Clause 54 (Loan Default and Termination). In making such determination in respect of the Collateral provided for any Loan, RFTL shall not be required to take into consideration the Collateral held by RFTL in respect of any other Loan. 

• 51. INELIGIBLE COLLATERAL

  • 51.1 You acknowledge that on the occurrence of any of the following events when any of your Loans is outstanding:

    • (a) the virtual assets in which the Collateral is denominated is no longer an Acceptable Token;

    • (b) there is a change in any Applicable Law corresponding to the jurisdiction in which you access the Virtual Assets Loan Services, to the effect that (i) the availability or transfer of the virtual asset or fiat in which the Collateral is denominated becomes restricted, (ii) it becomes illegal under any Applicable Law for you to transact in that particular virtual asset or fiat, or (iii) RFTL is otherwise unable to facilitate any Transactions involving that particular virtual asset or fiat; or

    • (c) there are other circumstances (in addition to those set out in sub-clauses (a) and (b) above) which RFTL reasonably determines to have prevented or degraded your ability to continue to utilise a particular virtual asset or fiat as the Collateral, 

RFTL may at its reasonable discretion determine that the value of the virtual asset in which the Collateral is denominated shall be deemed to be zero.

• 51.2 If the value of the virtual asset in which the Collateral is denominated is deemed to be zero pursuant to Clause 51.1 above, you shall, upon RFTL’s demand and within such time frame as RFTL specifies:

  • (a) replace such Collateral by depositing another type of virtual asset or fiat as Eligible Collateral to restore the LTV to a level acceptable to RFTL; or

  • (b) repay the relevant Loan Balance.

• 52. MARGIN CALLS

  • 52.1 RFTL may (but shall not be obliged to) make Margin Calls on you in respect of any of your Loans if, at any time, RFTL considers that the LTV reaches or exceeds the Margin Call LTV threshold. 

  • 52.2 A Margin Call shall be addressed by you immediately upon delivery of the same by (i) depositing additional Eligible Collateral in the Credit Account, and/or (ii) taking any other steps which RFTL considers necessary, such that the LTV no longer reaches and exceeds the Margin Call LTV threshold. 

  • 52.3 Failure to satisfy a Margin Call may result in RFTL, at its sole discretion, designating such event as a Loan Default and/or triggering Liquidation.

  • 52.4 Margin Calls made pursuant to Clause 52.1 above may be communicated to you orally or in writing (including through the App and/or the Site) or in such other manner as RFTL may at its sole and absolute discretion deem appropriate. Without prejudice to the generality of the foregoing, you acknowledge and agree that RFTL may contact you via telephone at any of the telephone numbers provided by you to RFTL for the purposes of any Margin Calls.

• 53. LIQUIDATION

  • 53.1 Where: 

    • (a) you failed to address RFTL’s demand either by replacing the relevant Collateral or repaying the relevant Loan Balance;

    • (b) a Margin Call is not addressed;

    • (c) the LTV reaches or exceeds the Liquidation LTV threshold; and/or

    • (d) a Loan Default has occurred and such Loan Default is continuing, 

RFTL may, and shall be fully entitled (but shall not be obliged) to, sell or dispose of any or all Collateral in order to restore the LTV to a level acceptable to RFTL or repay the Loan Balance at its sole discretion, whether or not a Margin Call has been made (“Liquidation”), and RFTL is not required to provide notice to you before commencing Liquidation. 

• 53.2 You acknowledge and agree that if the proceeds of Liquidation are insufficient to repay your Loan Balance, you shall be liable for any shortfall and such amount shall be immediately due and payable from you to RFTL. 

• 53.3 You give RFTL the authority and discretion to sell or dispose of any or all Collateral in such manner as RFTL, at its sole discretion, considers appropriate. 

• 53.4 Unless RFTL determines otherwise at its sole discretion, you will be liable for a liquidation fee if your Loan is liquidated, which will be equal to a percentage of the value of the assets liquidated (the “Liquidation Fee”), as calculated by RFTL at its sole discretion. The rate at which the Liquidation Fee is charged (the “Liquidation Fee Rate”) will be displayed on the App or the Site from time to time, provided that RFTL may change the method by which such Liquidation Fee Rate is determined at any time at its sole discretion. 

• 53.5 You further acknowledge and agree that (i) you shall be liable for all trading fees and transaction costs relating to the Liquidation, (ii) you shall be liable for any losses resulting from the Liquidation, and (iii) RFTL shall not be liable for any losses resulting from the Liquidation should RFTL exercise any or all of its rights under these terms. 

• 53.6 Failure or delay of RFTL to exercise any or all of its rights under this Clause 53 (Liquidation) shall not constitute a waiver of its rights to do so at any time thereafter, nor shall RFTL be subject to any liability to you for its acts or its delay or failure to  act. 

• 54. LOAN DEFAULT AND TERMINATION

  • 54.1 A “Loan Default” shall be deemed to occur if:

    • (a) there is a breach of any obligations or undertakings under these Virtual Assets Loan Service terms, including but not limited to any obligation to pay any amount whatsoever (principal, Interest and Fees due to RFTL under these Virtual Assets Loan Service terms) to RFTL in respect of any Loan or the Virtual Assets Loan Service;

    • (b) any representations, warranties, agreements or material statements made by you to RFTL under these Virtual Assets Loan Service terms or in connection with any relevant provision under these Terms being untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform RFTL of the true position within [3] days;

    • (c) there is an Event of Default under these Terms; or

    • (d) RFTL has reasonable concerns in relation to your creditworthiness or financial status. 

  • 54.2 Without prejudice to any other right of RFTL hereunder or otherwise at law, or under these Terms, if a Loan Default occurs, RFTL may (but is not obliged to) immediately or any time thereafter, while such Loan Default is continuing, do any one or more of the following without prior notice to you:

    • (a) suspend (indefinitely or otherwise), cancel or terminate any Virtual Asset Loan Services and/or the Credit Account with you and accelerate any and all of your liabilities to RFTL (including any and all of your Loan Balance, Fees, Interests, and charges owed by you to RFTL) so that they shall become immediately due and payable; 

    • (b) liquidate, accelerate and/or close out any outstanding transactions (including any transaction which has yet to be settled on the date on which RFTL terminates such transaction) by determining its value in good faith and at its absolute discretion as of the date of the close-out as soon as practicable after the close-out;

    • (c) sell, dispose or otherwise transfer any Collateral or any other virtual assets, fiat or other property which may be credited to your Credit Account or which has been pledged to the Group by you, and apply the proceeds to the discharge of your obligations, and RFTL may set-off and net any of its obligations to you against any of your obligations to RFTL;

    • (d) vary the applicable Collateral Requirements or liquidate or exercise its power to sell the Collateral or part thereof or any other virtual assets or other property which may be credited to your Credit Account or which has been pledged to RFTL by you at a price which RFTL deems appropriate in the circumstance and apply the proceeds to the discharge of your obligations;

    • (e) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe RFTL (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise RFTL’s rights of netting or setting-off against you under these Virtual Assets Loan Service terms, these Terms, Applicable Law or otherwise;

    • (f) demand any shortfall after the application of sub-clause (c) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by RFTL;

    • (g) do or omit to do anything which RFTL reasonably believes to be necessary, desirable or expedient to protect RFTL, the Group or its other users; and/or;

    • (h) exercise such other authority and powers that may have been conferred upon RFTL and the Group by these Virtual Assets Loan Service terms or these Terms.

  • 54.3 To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in respect of any Loan Balance including, but not limited to, legal counsel’s fees incurred and payable or paid by you.

• 55. REPRESENTATIONS, WARRANTIES, AGREEMENT AND UNDERTAKINGS

  • 55.1 By making a request for a Loan, you represent and warrant that: 

    • (a) you satisfy the conditions as set out in Clause 46.3;

    • (b) you have received, read and understand these Credit Account and Virtual Assets Loan Service terms and these Terms, including the nature and assume risks of the subject matter and you are capable of assuming, and do assume, all risks associated with the Credit Account and Virtual Assets Loan Services described hereunder;

    • (c) except with the express written consent of RFTL and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any of your assets in any Custodian Account(s) (as applicable); 

    • (d) you have complied with all Applicable Laws in all jurisdictions relevant to the Credit Account and the Virtual Assets Loan Services;

    • (e) you have full legal capacity, power and all necessary authorisations to use the Credit Account and the Virtual Assets Loan Services;

    • (f) you have obtained all necessary authorisations and consents, and taken all necessary corporate actions (as applicable) to make all payments and deliveries contemplated by these Credit Account and the Virtual Assets Loan Services terms;

    • (g) you are not impersonating any other person, operating under an alias or otherwise concealing your identity;

    • (h) these Credit Account and Virtual Assets Loan Services terms constitute legal, valid and binding obligations enforceable against you in accordance with their terms and you will not be in breach of any Applicable Law, authorisation, document or agreement entering into or complying with obligations or exercising rights under these Credit Account and Virtual Assets Loan Services terms; 

    • (i) your use of the Credit Account and the Virtual Assets Loan Services and RFTL’s provision of such services to you is not unlawful under the laws of any jurisdiction to which you are subject. 

  • 55.2 You undertake to:

    • (a) promptly pay all of RFTL’s Fees, Interests, commissions and/or other charges as such rates and in such manner as RFTL may impose and stipulate from time to time with respect to the execution and/or performance of any Loan; 

    • (b) comply with all Applicable Laws in all jurisdictions relevant to the Virtual Assets Loan Services;

    • (c) use the Loan and the Virtual Assets Loan Services in good faith;

    • (d) immediately notify RFTL if an event of Loan Default occurs or you have reason to believe that you cannot truthfully make or repeat the representations and warranties set out in Clause 55.1; and

    • (e) at your own cost and at RFTL’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as RFTL may require for the purposes of these Credit Account and Virtual Assets Loan Service terms, including but not limited to perfecting RFTL’s rights to the Collateral provided by you.

  • 55.3 The above representations, warranties, agreements and undertakings shall be deemed repeated whenever you make a request for the Loan.

  • 55.4 In case RFTL has detected that any information submitted by you is false/not up to date/wrong, RFTL may, at its sole discretion, stop the Virtual Assets Loan Services and/or freeze your Account. You may be held personally and criminally liable for providing false or misleading contact details (telephone, email, and residential address) and/or documents to pass the due diligence process by RFTL or the Group and on further requests.

• 56. GENERAL

  • 56.1 RFTL has the sole discretion to determine which Acceptable Tokens are eligible to be used as Loans or Collateral. RFTL may terminate a Loan without liability to you prior to Maturity if RFTL determines that an Acceptable Token is no longer eligible to be used as a Loan or Collateral.  

  • 56.2 RFTL reserves the right from time to time at its sole and absolute discretion to vary the rates of the Stable Interest Rate and the Card Automatic Loan Interest Rate or impose other fees, commissions and charges in compliance with these Virtual Assets Loan Service terms and these Terms.

  • 56.3 Granting any Loan to you does not make RFTL your trustee or investment adviser and no fiduciary relationship exists between the parties. RFTL has no trust or other obligations in respect of your Account other than those expressly specified hereunder. You understand and agree that RFTL may charge you Fees for the use of the Loan, if and to the extent applicable, at an amount as indicated in these Virtual Assets Loan Service terms and subject to revision from time to time, at its sole and absolute discretion.

• 57. These Virtual Assets Loan Service terms, and any rights and obligations granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without RFTL’s written consent. RFTL shall reserve the right to assign, delegate or transfer these Virtual Assets Loan Service terms and the rights and obligations hereunder to any third party at any time without notice or your consent.