Associate's Terms & Conditions

By registering, you ("the Associate") have agreed to enter into this “Referrer Arrangement” with Crowd Sense Sdn Bhd, via www.cofundr.com.my (the “Platform”), based on the Associate’s Terms and Conditions set out herein.

 

ASSOCIATE’S TERMS AND CONDITIONS

These terms and conditions constitute the referrer arrangement between the user (the “Associate”) registered as a member of the Platform to refer clients, business partners, friends, family members and Crowd Sense Sdn Bhd (“CSSB”), being the owner and operator of the Platform.

All access and use of the contents and services provided, along with any updates, enhancement, variation or addition to the Platform shall be governed by these terms and conditions unless otherwise provided for.

The Associate’s electronic acceptance or acknowledgement of this referrer arrangement or commencement of the Platform usage; shall constitute the Associate’s acceptance to these terms and conditions.

 

1.  

DEFINITION.

1.1  

In these terms and conditions, unless the context otherwise requires, the following expressions shall have the meanings set out against them: -

Business Day” means a day on which banks in Malaysia are open for business and shall exclude Saturdays, Sundays and public holidays;

Investment Note” or “Note” means the Investment Note issued by the Issuer in consideration of the Principal Subscription Amount paid by the Investor(s), which shall include the Standard Terms and Conditions to the Investment Note, as from time to time amended, varied and/or supplemented;

Issue Request” shall mean the request by an Issuer for Investor to subscribe for an Investment Note to be issued by the Issuer;

MYR” or “RM” mean Malaysia Ringgit, being the lawful currency of Malaysia;

Note Type” means the pre-specified principal and interest repayment structure of the Note, and shall include “Equal Instalment (with Early Redemption Option)”,  “Bullet”, “Interest Only” and “Callable” Note Types;

Platform” means www.cofundr.com.my or such other platform owned and/or operated by CSSB from time to time;

Privacy and Data Protection Policy” means the Privacy and Data Protection Policy published on the Platform as from time to time amended, varied and/or supplemented;

The expression “Associate” shall include their respective lawful authorised successors and assigns.

 

2.

ELIGIBILITY TO BECOME AN ASSOCIATE

2.1

To become an Associate of CSSB, the applicant shall need to fulfil the following criteria (or such other or additional criteria as may be notified by CSSB): -

(a)

where the Associate is an individual: -

(i)

the Associate shall have attained the age of 18 years or older; and

(ii)

the Associate shall be required to sign up and activate an Investor’s account under CSSB’s platform at www.cofundr.com.my

(b)

where the Associate is an entity: -

(i)

the Associate shall be a legally registered entity; and

(ii)

the Associate shall be required to sign up and activate an Investor’s account under CSSB’s platform at www.cofundr.com.my

2.2

CSSB reserves the right to decline any Associate without prejudice if the Associate fails to sign up and activate its investor’s account or if CSSB suspects or believe at its sole discretion that the Associate will commit illegal, fraudulent or unauthorized activities.

2.3

Upon successful registration as an Associate with CSSB, the Associate agrees that CSSB, as the owners and operators of the Platform, may collect, use and disclose any information in accordance with the purposes and uses identified in the Privacy and Data Protection Policy and as set out in these terms and conditions. If the Associate has provided CSSB with an email address, the Associate consents to receive, from time to time, email messages from and through CSSB, including information about its products and services.

2.4

Upon successful registration as an Associate with CSSB, the Associate may enjoy, for the duration of this referrer arrangement, the services which CSSB may provide through the Platform (“Services”), subject to any addition, modification, suspension or termination of such Services whether specifically or only in relation to the Associate, from time to time, at the sole discretion of CSSB without prior notice to the Associate.

 

3.

ASSOCIATE’S SCOPE OF WORK

3.1

Subject to these terms and conditions and any further directions from CSSB, the Associate may begin to refer Issuers to CSSB for the purpose of raising financing via the issuance of Investment Notes; upon successful registration as an Associate with CSSB.

3.2

The Associate shall not negotiate, admit, settle, approve or accept any Issuer Request on behalf of CSSB.

3.3

The Associate shall merely act as a referrer only and shall not make any representation on behalf of CSSB.

3.4

The Associate shall not commit or purport to commit CSSB to any financial obligation whatsoever.

3.5

Notwithstanding the appointment of the Associate as referrer hereunder, CSSB may on its own accord directly solicit, negotiate or procure any Issuers for the purpose of raising financing via the issuance of Investment Notes within the limits set out by CSSB.

 

4.

ASSOCIATES’ OBLIGATIONS TO CSSB

4.1

The Associate shall assist CSSB: -

4.1.1

in public relations work with any Referees;

4.1.2

in any other assistance such as the provision of advice regarding the issuer that CSSB may from time to time consider necessary.

4.2

The Associate shall not under any circumstances collect any payment due from the Issuer to CSSB.

 

5.

CSSB OBLIGATIONS TO ASSOCIATES

5.1

CSSB shall provide assistance as may be required by the Associate or Issuer in the process of raising financing through the issuance of Investment Note via CSSB’s Platform at www.cofundr.com.my.

5.2

Subject always to the terms and conditions of this referrer arrangement, CSSB shall pay the Associate a fee upon the ‘successful referral’ of an Issuer. ‘Successful referral’ shall mean an Issuer referred by an Associate that is registered with CSSB, whom successfully raised and received financing via the issuance of an Investment Note via CSSB’s platform at www.cofundr.com.my.

 

6.

REFERRAL FEE FOR ASSOCIATE

6.1

In consideration of a “successful referral”, the Associate shall be entitled to a referral fee equivalent to 20% of CSSB’s Net Success Fee (after deductions of discounts or waivers, where applicable); charged to the Issuer only. This fee shall become payable when the funds raised via the Investment Note has been disbursed by CSSB. The table below further details the breakdown of the referral fee for the Associate: -

Table 1.

Amount Raised by Issuer CSSB Success Fees* Associate's Referral Fee
10,000 and above 2.00% 20% of CSSB's Fees

*Success Fees charged by CSSB to Issuers (as per Table 1) may be subject to change due to discounts or waivers, where applicable. As such, all Referral fee payable shall be based on the Net Success Fee charged to the Issuer.

6.2

The Referral Fee for the Associate shall be paid within fourteen (14) days after the issuer’s funds have been disbursed by CSSB. The said fee shall be credited directly to the Associate’s investor’s account with CSSB via its platform at www.cofundr.com.my.

6.3

The Referral Fee due to the Associate shall be subject to such changes as may prescribed by CSSB or any relevant regulatory body, statutory modifications or reenactment and such changes shall be effective from the date so prescribed by relevant authorities.

6.4

The Associate is not authorized to collect any payment on behalf of CSSB. However, if any payment, fee or ancillary payment is inadvertently received by the Associate for and on behalf of CSSB, the Associate shall immediately remit such payment or monies to CSSB.

 

7.

INDEMNITIES

7.1

CSSB and the Associate shall indemnify and hold the other harmless against all claims, actions, proceedings, damage, costs, expenses and any other loss of whatsoever nature (including legal expenses on a full indemnity basis) arising from: -

7.1.1

any act of that party or agents or his representative which is in breach of any of the provisions of these terms and conditions; or

7.1.2

any act, omission, neglect or default of that party or any of his agents or his representative which contravenes the provision of any written law or subsidiary legislation.

 

8.

CHANGE IN PARTIES

8.1

The liabilities and obligations created by this referrer arrangement shall continue to be valid and binding for all purposes whatsoever, notwithstanding any change by amalgamation, reconstruction or otherwise which may be made in the constitution of CSSB or the Associate, and it is hereby expressly declared that no change of any sort whatsoever in relation to or effecting CSSB or the Associate shall in any way affect the liabilities and obligations created hereunder in relation to any transaction whatsoever whether past, present or future.

 

9.

TERMINATION TERMS

9.1

Unless extended or earlier terminated pursuant hereto, this referrer arrangement shall automatically terminate in one of the following ways:

(a)

any representation or warranty made by the Associate under this referrer arrangement is incomplete, untrue, incorrect or misleading in any respect;

(b)

the Associate has breached the terms and conditions of this referrer arrangement;

(c)

the Associate is charged in any court of law with any criminal offence or is reasonably suspected by CSSB of having committed any criminal offence;

(d)

the Associate acted in a manner that may cause CSSB to have legal liability or disrupt others’ use of the Platform;

(e)

there is an occurrence of a Force Majeure Event (as defined below).

9.2

Both CSSB and the Associate shall be entitled to terminate this referrer arrangement by giving each other fourteen (14) days written notice and thereafter neither CSSB nor the Associate shall have any rights against the other save for antecedent breach and save as provided herein.

 

10.

SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

10.1

Termination of this referrer arrangement for any cause whatsoever shall not release any party hereto from any liability which at the time of termination has already accrued to the other party hereto or which thereafter may accrue in respect of any act or omission prior to such termination.

 

11.

FORCE MAJEURE

11.1

CSSB shall not be in breach of this referrer arrangement, nor liable for any failure or delay in the performance of any other obligations under this referrer arrangement arising from or attributable to acts, events, omissions, accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:-

(a)

Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

(b)

war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(c)

terrorist attack, civil war, civil commotions or riots;

(d)

nuclear, chemical or biological contamination or sonic boom;

(e)

fire, explosion or accidental damage;

(f)

collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

(g)

interruption or failure of utility service, including but not limited to electric power, gas or water;

(h)

any labour disputes, including but not limited to strikes, industrial action or lockouts;

(i)

any interruption to the Platform or Services outside the reasonable control of CSSB; and/or

(j)

acts of any government or authority.

11.2

In the event that any such delay or non-performance continues for a period in excess of 120 days, CSSB shall have the right to terminate this referrer arrangement by giving the Associate fourteen (14) days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

 

12.

INTELLECTUAL PROPERTY RIGHTS

12.1

The names, images and logos (“Marks”) identifying CSSB or third parties and their products and services are subject to copyright, design rights and trademarks of CSSB and/or third parties, and all rights to the Marks are expressly reserved by CSSB or the relevant third parties. Nothing contained in this referrer arrangement shall be construed as conferring by implication, estoppel or otherwise any license or right to use any trademark, patent, design right or copyright of CSSB or any other third party, without the prior written consent of CSSB or such third party. The name of CSSB or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of CSSB.

12.2

CSSB and its affiliates and licensors own and retain all right, title and interest in and to (a) the Platform; (b) all hardware, software, and other items used to provide the Services; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by CSSB, the Associate shall not copy, modify, publish, transmit, distribute, perform, display or sell any of CSSB’s proprietary information. The Associate shall also not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on the Platform except under the specific circumstances expressly permitted by law or CSSB in writing.

12.3

By submitting, posting or displaying content on or through the Platform, the Associate grants to CSSB a worldwide, non-exclusive, royalty-free license to reproduce, adapt and publish such content on the Platform for the purpose of displaying, distributing and promoting the Platform or any other of the Services. The Associate further grants to CSSB an irrevocable non-exclusive license to use such content submitted, posted or displayed, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including the developing and/or marketing of Services. CSSB reserves the right to retain an archival record of all such content including those deleted or removed by the Associate.

12.4

In the event that the Associate downloads any software, applications or script from the Platform, the software applications or script, including any files, imagines incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to the Associate by CSSB on a non-exclusive, non-transferable, and non-sublicensable basis for the sole purpose only of utilizing the Services in accordance with these terms and conditions. For the avoidance of doubt, CSSB does not transfer title ownership or any other rights to the Software to the Associate. The Associate shall not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Software. Any Software downloaded from the Platform shall be at the Associate’s own risk.

 

13.

REPRESENTATION AND WARRANTIES

13.1

In addition to the terms and conditions of this referrer arrangement, the Associate hereby acknowledges that CSSB has relied on the material representations made by the Associate in the following terms and the Associate hereby represents and warrants to and undertakes with CSSB as follows: -

13.1.1

that the Associate has the power or capacity to execute, deliver and perform the terms and conditions of this referrer arrangement;

13.1.2

that this referrer arrangement constitutes the legal and binding obligation of both CSSB and the Associate in accordance with the respective terms and conditions;

13.1.3

that the information furnished by the Associate to CSSB in connection with the Referee or any other matter does not contain any untrue statement or omits to state any facts, the omission of which makes the statements therein misleading, in the light of the circumstances under which they were made, and all expressions of expectations intention belief and opinion therein made honestly on reasonable ground, after due and careful enquiry by the Associate;

13.1.4

that to the best of the Associate’s knowledge and belief, no bankruptcy or winding up proceedings, have commenced or have been threatened against the Referee; and

13.1.5

that the Associate shall not work with more than one (1) P2P operator regarding the same Investment Note of the same Issuer at any one time.

 

14.

NOTICES

14.1

All notices, demands or other communications required or permitted to be given or made under this referrer arrangement by CSSB to the Associate shall be in writing and, delivered personally, sent by prepaid registered post with recorded delivery, by electronic mail, by telephone calls or through the short messaging system (“SMS”), addressed to the Associate at its address, its telephone number or its email address. Any notices or other communication by the Associate to CSSB shall be regarded as effective and received by CSSB only if in writing, sent by prepaid registered mail, to the address of CSSB. Any such notice, demand or communication by the Associate to CSSB shall be subject to actual receipt by CSSB.

14.2

The address, telephone number and email address of CSSB are specified on the Platform, and the address, telephone number and email address of the Associate are specified in its registration data or as time to time notified by the Associate to CSSB or CSSB to the Associate.

14.3

Any such notice, demand or communication by CSSB to the Associate shall be deemed to have been duly served (if delivered personally, sent through electronic mail, or by a telephone call or SMS) immediately or (if given or made by letter) two (2) Business Days after posting and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped and posted or that the internal message, facsimile transmission, electronic mail or SMS was properly addressed and dispatched.

 

15.

CHANGE IN LAW

15.1

Notwithstanding any provision to the contrary herein, in the event that by reason of the enactment of or the making of any change in any applicable law, regulation or regulatory requirement or in the interpretation or application thereof or the making of any request or direction from or any other fiscal, monetary or competent authority (whether or not having the force of law) CSSB shall be of the opinion that it has or will become unlawful or it is otherwise prohibited or prevented for it to maintain or give effect to all or any of its obligations as contemplated by this referrer arrangement then, notwithstanding any other provision herein, CSSB’s obligations shall forthwith be terminated.

 

16.

DISPUTE RESOLUTION

16.1

Both CSSB and the Associate will act in good faith to resolve any disputes between them and only in the event of failure to resolve such differences will the following dispute resolution procedures be activated.

16.2

Each party shall designate in writing to the other party a representative who shall be authorised to resolve any dispute arising under this referrer arrangement in any equitable manner and unless otherwise expressly provided herein, to exercise the authority of the parties to make decisions by mutual agreement.

16.3

If the designated representatives are unable to resolve a dispute under this referrer arrangement, such dispute shall be referred by the representatives to a Senior Executive designated by each party respectively for resolution.

16.4

The parties agree to attempt to resolve all disputes arising hereunder promptly, equitably and in a good faith manner. The parties further agree to provide each other with reasonable access during normal business hours to non-privileged records, information and date pertaining to any such dispute.

 

17.

ABRITRATION

17.1

If any dispute or difference shall arise between CSSB and the Associate hereto concerning the construction of any terms and conditions or any matter or thing in any way connected with this referrer arrangement or the rights and liabilities of any of the Parties hereunder or in connection with this referrer arrangement then and in every such case the dispute shall be decided by an Arbitrator to be appointed by the CSSB and his decision shall be final.

 

18.

MISCELLANEOUS

18.1

In this referrer arrangement save where the context shall otherwise require: -

18.1.1

words importing the masculine gender shall include the feminine and neuter genders;

18.1.2

words applicable to natural persons shall include anybody of persons, companies, and corporations, firms and partnerships, corporate or unincorporated;

18.1.3

words in the singular shall include the plural and vice versa;

18.1.4

reference to the employees, officers, servants or agents of the Associate shall include all such persons whether or not they be authorised signatories for the time being of the introducer;