Article 1:  Information about the Network

 

1.1   The Saison Expert Network (“Network”) has been established by Saison Capital Pte. Ltd., a company registered in Singapore with registration number 201918109W (“Saison Capital”). 

 

1.2   The Network is a global professional networking community, bringing together like-minded founders, investors and other professionals from different jurisdictions and sectors. Our mission is to enable the exchange of information, ideas, trends, market intelligence and other valuable information between Members of the Network (“Mission”).

 

1.3 The Network is managed by employees of Saison Capital (“Network Executives”).

 

Article 2:  Membership, By-Laws and Consents

 

2.1 Membership to the Network is free of charge, and by invitation only. 

 

2.2 Prior to formally being admitted as a Member, each invitee is required to provide his/her personal details (including full name, country of residence, WhatsApp number, postal address and email address) and must agree to comply with the rules and regulations set out in these by-laws, as amended, supplemented, varied or replaced from time to time (“By-Laws”).

 

2.3 These By-Laws are legally binding on each Member.  Saison Capital has the right to amend, supplement, vary, or replace these By-Laws from time to time without specific notification to the Members. A copy of the up-to-date By-Laws will be posted on Saison Capital’s website at all times (https://www.saisoncapital.com/saison-expert-network-by-laws).

 

2.4 The Network Executives will monitor Members’ activities to ensure compliance with these By-Laws.

 

2.5 Members may, but shall not be obliged to, agree to join focus groups organised on WhatsApp (“Saison Expert Network Groups”) upon invitation from the Network Executives. 

 

2.6 By virtue of his/her membership, each Member represents and warrants that he/she has not entered into any agreement which may conflict with any of these By-Laws or which would preclude such Member from participating in the Network.

 

2.7 Membership of the Network is not transferable.

 

 

Article 3:  Network Activities

 

3.1 Subject to compliance with applicable laws and regulations (including but not limited to confidentiality obligations and applicable data protection laws), Members may share information as they see fit.  In view of our Mission, Members are encouraged to share any information as they deem relevant or suitable for the Network, including but not limited to the macroeconomic environment, the startup ecosystem, investment strategies and structures, technologies, innovative ideas, promising projects and other opportunities, market data bases, research and analysis, competitive landscape and any potential regulatory issues, in any country and pertaining to any sector and at any growth-stage (“Information”).

 

3.2 Members will share Information by sending the same to the Network Executives for review.  If the Network Executives deem the Information relevant or appropriate for group-sharing, they will arrange for posting via Whatsapp on the Saison Expert Network Groups.

 

3.3 For the purposes of promoting our Mission, Members may be invited to attend exploratory dialogues and discussions with the Network Executives and/or other Members in respect of any Information shared by such Member or other Members.  Any information provided or exchanged will form part of the Information and subject to governance under these By-Laws.

 

 

Article 4:  Recognition Awards

 

4.1 In an effort to promote commitment, resourcefulness, and excellence, Saison Capital may, at its sole discretion, sponsor recognition awards (“Recognition Awards”) to be granted to Members who have been identified and nominated by the Network Executives as being successful in terms of their efforts and actions taken to promote our Mission, their results and objectives achieved and any challenges faced, and contributions to the Network as a whole (“Award Nominees”).

 

4.2 The Network Executives will make the selections and decisions based on internal selection criteria deemed appropriate by Saison Capital from time to time. 

 

4.3 Award Nominees will be selected, and Recognition Awards will be granted, on a purely discretionary basis, in each case in respect of selection criteria achievement, award quantum and frequency, and any other factor that Saison Capital determines to be appropriate from time to time.

 

4.4 Saison Capital reserves the right to withhold from any Recognition Award, any amount of withholding or deduction which Saison Capital is required to withhold or deduct under applicable law and regulations.

 

 

Article 5:  Members Conduct

 

Each Member agrees not to, whether through the Network, any Saison Expert Network Groups or other means:

 

(a). Harass, abuse or threaten others, or otherwise violate any person’s legal rights;

(b). Violate any intellectual property rights of Saison Capital, any Member or any third party;

(c). Make or disseminate any false, untrue, inaccurate or misleading information, any disparaging or derogatory statement, or any information or statement which such Member has no legal or other proprietary rights to make or disseminate;

(d). Perpetuate any fraud or misconduct;

(e). Engage in or create any unlawful schemes;

(f). Publish or distribute any obscene or defamatory material, or any information that incites violence, hate or discrimination towards any group; or

(g). Unlawfully gather or distribute information about others.

 

 

Article 6:  Termination of Membership

 

Saison Capital reserves the right to terminate any membership immediately in the event of:

 

(a). A breach by a Member of any of these By-Laws;

(b). A general misconduct or any other conduct by a Member that is inconsistent with our Mission or the ethos of the Network; or

(c). Any conduct of a Member that is likely to be regarded as immoral or scandalous or which otherwise, in the reasonable opinion of Sasion Capital, is likely to discredit the Network, Saison Capital or any Member through their association with such Member.

 

Articles 5, 7 and 9 of these By-Laws shall survive the termination of a Member’s membership at the Network.

 

 

Article 7:  Disclaimer and Release

 

7.1 Saison Capital and its officers, directors, shareholders, employees, agents or representatives (collectively, “Saison Parties”) expressly disclaim any and all responsibilities for the actions, interactions, conduct, communications or other relationships of any Members through memberships of the Network or otherwise. Saison Parties make no warranties, representations, guarantees or other promises or covenants with regard to any Member or his/her conduct.

 

7.2 Each Member acknowledges and agrees that he/she chooses, of his/her own will and volition, to join the Network membership and participate in the Network activities, and that none of the Saison Parties is responsible or liable in any way for any Member’s interaction with others. Each Member’s actions and interactions are such Member’s sole and exclusive responsibility.

 

7.3 Each Member agrees and confirms that all of the information he/she has provided to the Saison Parties is accurate, up to date and without omission of any requested information, whether knowingly or unknowingly.  Each Member holds the Saison Parties harmless against all liability for any damages that may occur to such Member or others due to such Member’s actions or inactions.  Each Member agrees to notify the Network Executives of any changes concerning their personal information. 

 

Article 8:  Personal Data

 

8.1 Each Member agrees and consents to the Saison Parties collecting, reviewing, using, disclosing and/or processing personal data for legal, administrative and management purposes.

 

8.2 Each Member consents to the disclosure to, collection by and review, processing, usage and/or transfer of his/her personal data to Saison Capital’s professional advisors and any applicable governmental or regulatory authorities, in each case whether located in Singapore or any other jurisdictions and in accordance with applicable data protection laws. Where any Member’s personal data is disclosed to, collected, reviewed, processed, used by or transferred to any entity or individual outside Singapore, Saison Capital will do so in compliance with all applicable laws.

 

8.3 Members may contact the Company’s Data Protection Officer if they have any concerns regarding personal data protection policies and procedures, as follows:

 

Name: Koji Sugahara

Tel:     +65 9827 2534

Email: koji.sugahara@saison-international.com   

Address: 168 Robinson Road, Capital Tower #24-01, Singapore 068912

 

 

Article 9:  Governing Law, Etc.

 

9.1 These Bye-Laws shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any choice or conflict of law provision or rule. Each Member and each Saison Party irrevocably submits to the exclusive jurisdiction of the courts of Singapore.

 

9.2 If any part of these By-Laws is held to be invalid or unenforceable by a court of law, the remaining parts and subparts hereof will be enforced to the maximum extent possible.  In such event, the remainder of these By-Laws shall continue in full force.

 

9.3 Headings are for convenience only, and shall in no way affect the provisions set out in these By-Laws, and shall not be construed in any way that would limit or otherwise affect the provisions of these By-Laws.

 

9.4 If any Member has any concerns or questions about the Network or any of these By-Laws, please contact us at ziheng@saisoncapital.com.

​

Last updated: April 6, 2023

​

​