GENERAL TERMS AND CONDITIONS OF THE COG

 

GENERAL TERMS AND CONDITIONS OF THE CERTIFICATE OF GUARANTEE (COG) - last update 29/03/2019 - Rental guarantee for a residential tenancy

Property in respect of which COG is issued

  1. The COG is issued by Sing-Guarantee in favour of the landlord(s), of the property specified in the COG.

Single COG in force at any point in time in respect of a specified property

  1. There shall at all times only be one COG in respect of a specified property. Where a new COG is issued, all previous COGs in respect of the specified property shall be deemed, to be terminated automatically as at the time of entry into the latest COG.

COG overrides and supersedes any security deposit clause

  1. The landlord(s) and tenant(s) agree that the COG shall override and supersede any applicable clause on the provision of a security deposit by the tenant(s) to the landlord(s) in the separate lease agreement between them (“Lease Agreement”) for the lease of the property specified in the COG.

No liability or obligation before start date of COG

  1. Sing-Guarantee and the Escrow Agent shall not undertake any liability or obligation in respect of anything done or omitted to be done before the date of the issuance of the COG.

Independent advice

  1. The landlord(s) and tenant(s) represent and warrant that they have not received any legal advice, tax advice, financial advisory services or advice on corporate finance from Sing-Guarantee or the Escrow Agent.

The COG is not a contract of insurance

  1. The landlord(s) and tenant(s) represent and warrant that they agree the COG is not a contract of insurance or an insurance policy, and shall not treat the COG as a contract of insurance or an insurance policy.

Absence of obligation on Sing-Guarantee and the Escrow Agent to accept an application for COG

  1. There shall be no obligation on Sing-Guarantee and the Escrow Agent to accept an application by any tenant(s) for provision of surety under a COG.

Conditions of Issuance of COG by Sing-Guarantee

  1. Sing-Guarantee shall at its own discretion accept an application by any tenant(s) for provision of surety under the COG only upon completion of the registration by the tenant(s) and Sing-Guarantee being satisfied;
  1. that the tenant(s) and landlord(s) have submitted their identification and verification documents to it, which it shall then forward without delay to the Escrow Agent[1];
  2. that the Escrow Agent has completed the necessary due diligence measures and has confirmed in writing to Sing-Guarantee that the due diligence is satisfactory under anti-money-laundering, prevention of tax evasion and countering the financing of terrorism laws of the Republic of Singapore;
  3. on documentary evidence that there shall exist a binding and valid Lease Agreement under the laws of the Republic of Singapore ("Applicable Laws") between the tenant(s) and landlord(s);
  4. on documentary evidence that any stamp duty and other duties/taxes payable under the Applicable Laws has been paid;
  5. that the tenant(s) jointly and severally shall pay the initial service fee as referred to in clause 9 to Sing-Guarantee as notified to the tenant(s) in writing by Sing-Guarantee.

Service Fees payable by Tenant(s) to Sing-Guarantee

  1. As part of the completion of the registration stated in clause 8, the tenant(s) shall pay Sing-Guarantee an upfront, initial service fee from the date of registration until 31st December of the current calendar year.
  1. If the registration by the tenant(s) is not accepted by Sing-Guarantee, it will reimburse the upfront, initial service fee free from interest to the tenant(s).
  1. The tenant(s) shall at the commencement of each calendar year thereafter (i.e., on 1 January), pay an annual service fee to Sing-Guarantee as notified to the tenant(s) by Sing-Guarantee at the time of initial registration.

Process of issuance of the COG

  1. Except for the issuance of a pre-approval notice as set out in clause 13, the following shall be the sequential steps for the issuance of the COG:
  1. as part of the registration for a COG, the tenant(s) and landlord(s) shall provide without delay their identification and verification documents to Sing-Guarantee, which Sing-Guarantee shall then forward without delay to the Escrow Agent.
  2. The Escrow Agent shall perform the due diligence measures required by the Applicable Laws and Sing-Guarantee shall rely on the measures performed by the Escrow Agent;
  3. the tenant(s) shall pay the upfront, initial service fee as per clause 9;
  4. Sing-Guarantee shall then issue the COG bearing its signature;

Pre-approval

  1. Sing-Guarantee may at its discretion provide a Pre-Approval Notice to the landlord(s) and/or the tenant(s) to facilitate the conclusion of the Lease Agreement. For the avoidance of doubt, such pre-approval may not result in the issuance of a COG.

Right of correction

  1. Subject to clause 15, where there are any incorrect terms set out in Column 2 of the table in the COG, the landlord(s) and/or tenant(s) shall within fourteen (14) calendar days to notify Sing-Guarantee of such error and Sing-Guarantee shall amend and replace[2] the COG (provided it agrees that the term(s) are incorrect), after which the terms of the COG shall be binding on all parties to the COG.
  1. Sing-Guarantee may exercise its discretion to correct any incorrect terms in the COG at the request of the tenant(s) and/or landlord(s) more than fourteen (14) calendar days of the issuance of the COG provided the requesting party pays to Sing-Guarantee an administrative amount of SGD$300.
  1. Notwithstanding clauses 14 and 15, Sing-Guarantee and the Escrow Agent may jointly exercise their jurisdiction to correct any incorrect terms in the COG at any time.

Effective period of COG

  1. The COG shall not commence before the (corresponding) Lease Agreement. The COG shall commence contemporaneously with the effective date of the Lease Agreement.
  1. The COG terminates:
  1. when the landlord(s) and tenant(s) elect the option under paragraph 1 of the CCG and submit the fully executed CCG together with the original COG to the Escrow Agent;
  2. when the landlord(s) and tenant(s) elect the option under paragraph 2 of the CCG, or in the event that the Tenant(s) are unavailable or unwilling to execute the CCG despite all reasonable efforts to procure Tenant(s)’ execution, then when the landlord(s) and Sing-Guarantee submit the fully executed CCG together with the original COG to the Escrow Agent and thereafter the Escrow Agent pays the amount as set out therein (which shall not in any circumstance exceed the amount guaranteed under the COG);
  3. upon the expiry of 1 month from the date of the termination of the Lease Agreement [on any ground set out in the Lease Agreement], provided that both landlord(s) and tenant(s) or landlord(s) and Sing-Guarantee have not exercised the option under paragraph 1 or 2 of the CCG.
  1. For the avoidance of doubt, within 1 month of the termination of the Lease Agreement, the Landlord(s) and Tenant(s) have an obligation to complete the CCG as applicable and return the CCG together with the original COG; or
  2. Where the Lease Agreement has an option to extend the lease and the landlord(s) and tenant(s) exercise such option, then provided they have already provided satisfactory documentation to Sing-Guarantee at least 60 calendar days prior to the date of option exercise, Sing-Guarantee shall consider the COG to be automatically extended until the “Lease Agreement end date 2” as set out in the COG. For the avoidance of doubt, if the option to extend as set out in the Lease Agreement is not exercised, or the option is exercised and the Lease Agreement terminates at the end of the option period, then clause 18(c)(i) applies.
  1. if the property specified under the COG is subject to forfeiture, foreclosure or other such similar action under Applicable Laws. For the avoidance of doubt, in such circumstances Sing-Guarantee and Escrow Agent shall have no obligations or liabilities in respect of or to the landlord(s) and the tenant(s) including the obligation to reimburse any part or whole of the upfront, initial or annual service fee paid by the tenants to Sing-Guarantee. All claims by the tenants are to lie only against the landlord(s) under the lease agreement as between them.

Landlord(s)’ right to call on COG and antecedent duties

  1. Only the landlord, and where there is more than one landlord then only the landlords unanimously in writing, may call on the guarantee under the terms of the COG up to the amount of the thereunder guaranteed (and held in escrow by the Escrow Agent).
  1. The landlord(s) shall not call on the guarantee under the COG except by way of any one of the two options set out in the CCG.
  1. The landlord(s) shall not call on the guarantee under the COG except upon the termination of the Lease Agreement[3] and shall call only up to the amount of the guaranteed under the COG (and held in escrow by the Escrow Agent).
  1. The landlord(s) shall not undertake, permit, agree to, facilitate, initiate or participate in, a scheme or arrangement under which the landlord(s) call on the guarantee under the COG instead of or in lieu of lease payments to be made by the tenant(s). This is an essential term of the COG and a breach of this term shall result in an immediate cancellation/termination of the COG unilaterally by Sing-Guarantee and the Escrow Agent, and the landlord(s) and tenant(s) shall waive all their rights in this respect.
  1. The landlord(s) shall:
  1. inform Sing-Guarantee within 14 calendar days of a failure by the tenant(s) to satisfy a lease payment for the property specified in the COG, regardless of the periodicity or frequency of the lease payments under the lease agreement; and/or
  2. inform Sing-Guarantee within 14 calendar days of becoming aware of any damage to the property specified in the COG caused by or likely to have been caused by the tenant(s),

and Sing-Guarantee reserves all of its rights if the landlord(s) fail to comply with either or both obligations.

  1. Where the landlord(s) have commenced negotiations, mediation, arbitration, litigation or other forms of dispute resolution with any of the tenant(s) with respect to any alleged breach of or failure to perform by any of the tenants’ of their obligations under the lease agreement as between the landlord(s) and tenant(s), no landlord shall call on the guarantee under the COG unless such negotiations, mediation, arbitration, litigation or other forms of dispute resolution have been completed and documentary evidence of the outcome has been disclosed to Sing-Guarantee and the Escrow Agent.
  1. For the avoidance of doubt, where there has been a resolution of the tenants’ alleged breach or failure to perform under their lease agreement with the landlord(s) by way of negotiations, mediation, arbitration, litigation or other forms of dispute resolution and the tenant(s) have paid the settlement amount to the landlord(s) independently of the COG, no landlord shall be entitled to call upon the guarantee under the COG.

Escrow Agent’s and Sing-Guarantee’s obligation to respond to a call on the COG by the landlord(s)

  1. The Escrow Agent undertakes to pay the landlord (and where there shall be more than one landlord the one landlord nominated by them unanimously) the amount set out in paragraph 2 of the CCG (which shall not under any circumstance exceed the amount guaranteed under the COG), provided the fully executed CCG is returned with the original COG and provided the Escrow Agent’s verification of signature processes (which may include a call-back process) are satisfactorily completed.
  1. In all circumstances, the Escrow Agent shall only pay to a bank account maintained in the personal name of the landlord [or any one of them as unanimously notified in writing to Sing-Guarantee and the Escrow Agent by the landlords] with a bank in Singapore. The landlord(s) are to ensure that to the fullest extent possible, such bank account is identical to the one set out in the Lease Agreement to receive lease payments from the tenant(s).
  1. In the event that for any reason the tenant(s) fail to comply with their obligations under clause 11 to pay the annual service fee to Sing-Guarantee, Sing-Guarantee shall not cancel or terminate the COG. The COG shall continue to have legal effect in favour of the landlord(s) until and unless any circumstance specified in clause 18 materialises.

Limits and conditions on landlord dealing with specified property during effective period of COG

  1. The landlord(s) shall not sell, transfer, assign, gift or otherwise transfer or dispose of the specified property in respect of which this COG is issued without first providing sixty (60) days’ written notice to Sing-Guarantee.
  1. Where any landlord transfers his legal and/or beneficial interest in the specified property to any other person(s) whether by way of sale, transfer, assignment, gift or otherwise, he shall ensure prior to such transfer that his benefits and burdens under the COG are either assigned or novated (as permitted by the Applicable Laws) to such other person(s) at his cost.

Sing-Guarantee’s rights against the Tenants

  1. Where the Escrow Agent responds to a call by the landlord(s) under the COG and pays thereunder, Sing-Guarantee shall be entitled to seek full reimbursement of such amount from the tenant(s) plus an administrative cost of SGD$300, provided:
  1. Sing-Guarantee issues notice in writing of its reimbursement claim; and
  1. provides proof of payment made under the COG.
  1. The tenant(s) undertake and agree to reimburse Sing-Guarantee fully within seven (7) calendar days of receiving the notice in writing of Sing-Guarantee’s reimbursement claim and proof of payment to the landlord(s).
  1. Sing-Guarantee reserves its rights to, in its sole discretion, levy interest on any late payment at the rate of 2% per annum.
  1. Where the tenant(s) fail to comply with their obligations under clause 12 to pay the annual service fee to Sing-Guarantee, the tenant(s) undertake and agree to reimburse Sing-Guarantee fully[4] within fourteen (14) calendar days of receiving notice in writing from Sing-Guarantee of such default and the amount to be reimbursed to it.

Tenants’ joint and several liability

  1. When more than one tenant is a signatory to the COG, they (and each of them) shall be jointly and severally liable to Sing-Guarantee.

Liability of Sing-Guarantee and the Escrow Agent

  1. Sing-Guarantee and the Escrow Agent, its directors, employees, officers, agents and consultants shall not be liable to any tenant or landlord or to any other third party for any loss or damage (including fines, penalties or opportunity costs) suffered arising directly or indirectly or consequentially from any acts or omissions (including the provision of information about any party to the COG to any other party) by Sing-Guarantee and the Escrow Agent under the COG (including its terms and conditions) save for gross negligence or fraud.
  1. Subject to clause 36, the landlord(s) and tenant(s) agree to indemnify and hold harmless each of Sing-Guarantee and the Escrow Agent, as well as each of their officers, directors, employees and agents, from any and all claims for:
  1. losses and/or damages, (including but not limited to direct, indirect and consequential losses and/or damages); or
  2. actions, suits, claims, demands, penalties, costs, expenses, disbursements and fees, (including but not limited to costs and expenses in connections with any dispute resolution or potential dispute resolution in connection with the COG, its General terms and Conditions, the Pre-Approval Notice or the CCG).

Amendment of these terms and conditions

  1. Sing-Guarantee reserves the right to amend these General Terms and Conditions at any time by providing notice in writing to the landlord(s) and tenant(s), and the landlord(s) and tenant(s) agree to be bound by the updated terms and conditions in force at any time.

Data protection

  1. Each of the tenant(s) and landlord(s) consent to the collection, use, disclosure, processing, retention and to the extent necessary cross-border transfer of all personal data supplied by each of them to Sing-Guarantee and Escrow Agent which are:
  1. necessary for the legitimate business needs of Sing-Guarantee and Escrow Agent in assessing the registration by the tenant(s), determining the upfront, initial or annual service fees, assess the risks presented by individual tenants, compiling statistics, marketing and issuing the COG, under the Personal Data Protection Act (Singapore) and the General Data Protection Regulations (EU);
  2. required by Applicable Laws.

Legal status, Applicable law, and Forum of Dispute Resolution

  1. This COG is legally binding.
  1. The COG and these terms and conditions shall be governed by the Applicable Laws, and any dispute in relation to them shall be adjudicated under the Applicable Laws.
  1. All disputes as to the COG and these terms and conditions shall firstly be subject to a mediation between the parties under the Rules of the Singapore Mediation Centre. If the dispute is not resolved by mediation, it shall be referred to the competent court of the Republic of Singapore.

Entire Agreement

  1. These General Terms and Conditions is the entire agreement between the Parties in respect of its subject matter and supersedes all previous terms and conditions with respect to its subject matter.

Time

  1. Time whenever mentioned in the COG and/or the General Terms and Conditions is of the essence.

Assignment

  1. Neither the COG nor the General Terms and Conditions, nor any rights or obligations in or thereunder may be assigned or transferred by any party without the prior written consent of Sing-Guarantee and the Escrow Agent.

Successor Bound

  1. The COG and/or the General Terms and Conditions is binding on and shall continue for the benefit of all the parties hereto and their respective successors and permitted assigns.

Further Assurances

  1. Each party hereto shall execute and do all such acts, assurances, consents, deeds and things as may be necessary to give effect to the COG and/or the General Terms and Conditions.

[1] To enable the Escrow Agent to fulfil its obligation under the Escrow Agreement, COG and as required of it by under Applicable Laws.

[2] Note clause 2.

[3] The landlord(s) are to read carefully clause 18(c) on the deadline for calling on the COG upon termination of the Lease Agreement and the particular situation of exercising an option to renew the Lease Agreement.

[4] including any general costs, legal costs, fees, late payment interest, disbursements or losses incurred by Sing-Guarantee in relation to assessing the tenant(s)’ default and determining the appropriate course of action.

 
girl-call

Any questions?

Call us at +65 6100 0191

Or

Leave us your phone number and we will call you back

Or

You can also ask your question here