Investor's Terms & Conditions

THIS IS AN IMPORTANT LEGAL DOCUMENT

Please read this Agreement carefully. You are advised to fully understand your obligations and risks under this Agreement. If you have any concerns with this Agreement, please consult a lawyer.

By registering and logging in, you ("the Investor") have agreed to enter into this Investor’s Agreement for the provision of www.cofundr.com.my (the “Platform”) and Services (defined below) by Crowd Sense Sdn Bhd, and usage of the Platform and Services by you, on the standard Terms and Conditions set out in this Agreement.

 

"CSSB"

Name: Crowd Sense Sdn Bhd
Company Number: 1287877-D
Registered Address: No. 33-3, Jalan PJU 1A/41BPusat Dagangan NZX Ara Jaya47301 Petaling JayaSelangorMalaysia
Correspondence Address: 5.01, Level 5, Menara MBMRNo.1, Jalan Syed Putra58000 Kuala LumpurMalaysia

 

STANDARD TERMS AND CONDITIONS

These terms and conditions, the fee schedule setting out fees payable by the Investor to CSSB (as notified by CSSB to the Investor from time to time), and the Privacy and Data Protection Policy (collectively the “Agreement”), constitute the entire agreement between the user (the “Investor”) registered as a member of the Platform to make subscription offers and Crowd Sense Sdn Bhd (“CSSB”), being the owner and operator of the Platform.

All access and use of the contents and services provided on the Platform shall be governed by this Agreement. Unless otherwise provided, any updates, enhancement, variation or addition to the Platform or any Service, shall be subject to this Agreement.

The Investor’s electronic acceptance, acknowledgement of this Agreement, or commencement of its use of this Platform constitutes the Investor’s acceptance of this Agreement, which shall take effect upon the Investor’s first access of the Platform.

 

1.  

INTERPRETATION.

1.1  

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out against them: -

Accepted Rate” means the interest rate the Issuer is has accepted on the Principal Subscription Amount which the Issuer wishes to obtain;

Agreement means these terms and conditions and the Privacy and Data Protection Policy;

Aggregated Subscription Offers” means the sum of all Subscription Offers submitted in response to a particular Issue Request;

Back Up Service Provider” shall have the meaning ascribed to it in Clause 9.1;

Bullet means an Investment Note by which the Principal Subscription Amount and all interest accrued and due shall be payable in full on the Maturity Date;

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

Calculation Period” means each period during which interest is payable, as applicable;

Callable means an Investment Note by which interest accrued and due up to the date of payment shall be payable on such dates as set out in a repayment schedule specified in the Investment Note, provided that the Issuer has the option to redeem in whole but not in part, on every Repayment Date upon giving an irrevocable notice to the Investor through the Platform at least 20 calendar days prior to the nearest Repayment Date; 

CMSA”means the Capital Market and Services Act 2007 (Act 671) of Malaysia, as the same may be amended, varied and/or supplemented from time to time;

Consent and Authorisation Form” means the form to be executed by Investors that are Sole Proprietor, Partnership, Incorporated Limited Liability Partnership and/or Institution for investing through the platform and for the appointment of its representative to act on behalf of the Entity in view of the investments and confirmation on the designated Bank Account to be registered with the platform;

CSSB Account” means the bank account maintained by CSSB and notified to the Investor from time to time;

CSSB’s Trust Account” means the bank account held under trust by Maybank Trustee Berhad on behalf of the Investors and Issuers;

Day Count Fraction means, the fraction used to calculate a rate or an amount of interest for any Calculation Period, and where "30/360" is specified in the terms of the Investment Note, the number of days in the Calculation Period divided by 360, calculated in accordance with the following formula:

Day Count Fraction = {[360 * (Y2 - Y1) + [ 30 * (M2 - M1)] + (D2 - D1)} / 360

where:

"Y1" is the year expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number is 31 in which case D1, will be expressed as 30; and

"D2" is the calendar day expressed as a number immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will expressed as be 30;

Designated Recipients”means any third-party recipients of the funds raised via the Investment Note that is not the Issuer but is paid to; in accordance to the instruction of the Issuer;

Early Redemption Option” means the Issuer may redeem the Notes, in whole but not in part, on every Repayment Date upon giving an irrevocable notice to the Investor through the Platform at least 20 calendar days prior to the nearest Interest Payment Date;

Eligible Offer” shall have the meaning ascribed to it in Clause 3.3;

Equal Instalment” means an Investment Note by which an instalment of the Principal Subscription Amount and/or interest accrued and due up to the date of payment shall be payable on such dates as set out in a repayment schedule specified in the Investment Note, and on the Maturity Date, the Principal Subscription Amount would have been paid in full;

FPX”means an internet-based payment gateway that allows real-time payments for online purchases or bill payments or fund transfers;

Guarantor” means any person (including a director, partner, member of the Issuer or any other natural person, or a parent company or any other corporate entity) who provides Security to secure the Issuer’s obligations under the Note;

Interests Only” means an Investment Note by which interest accrued and due up to the date of payment shall be payable on such dates as set out in a repayment schedule specified in the Investment Note, while the Principal Subscription Amount shall be payable in full on the Maturity Date;

Investor” means a user which is registered as a member on the Platform who is intending to fund Issue Requests;

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 annexed herewith, as from time to time amended, varied and/or supplemented;

Issuer” means a corporate borrower which is registered as a member on the Platform;

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

Maturity Date” means the date on which the Maturity Period ends;

Maturity Period” means such period within which the full amount of the Note will be due and payable;

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;

Parties” mean the Investor and CSSB, and each of them individually shall be a “Party”;

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

Principal Subscription Amount” means the principal amount payable or paid by Investors who have subscribed to the Notes;

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;

Prospectus” shall have the meaning ascribed to it in Section 226 of the CMSA;

Rating Indicators shall have the meaning ascribed to it in Clause 3.2;

SC Guidelines” means the SC Guidelines on Recognized Markets SC-GL/6-2015 (R1-2016) dated 13 April 2016 pursuant whereof P2P financing is regulated;

Security” means any security given by the Issuer or a Guarantor to secure the Issuer’s obligations under the Note, which may include but shall not be limited to, personal guarantees, corporate guarantees, charges over shares, charges over real property, charges over receivables, or charges over general insurance /takaful policies, or charges over any other assets of the Issuer or the Guarantor;

Security Documents” means all documents executed or required to be executed by the Issuer or a Guarantor in respect of the Security;

Security Agent” shall mean the entity which holds the Security and Security Documents, which may be CSSB or a related entity of CSSB or such other entity as CSSB may designate or appoint from time to time;

Self-Declaration of Wealth Form” means the form to be completed by the Investor with regards to the Investor’s Sources of Funds and Net Worth;

Services” shall have the meaning ascribed to it in Clause 2.8;

Subscription Offer” means an offer submitted by an Investor over the Platform in response to an Issue Request, stating the Principal Subscription Amount that the Investor wishes to subscribe for upon issuance of the Note;

Subscription Period” shall have the meaning ascribed to it in Clause 3.3;

Subscription Process” shall have the meaning ascribed to it in Clause 3.3;

The expressions the “Issuer” and the “Investor” shall include their respective lawful authorised successors and assigns.

1.2  

Any reference in this Agreement to "Clauses" is to the clauses of this Agreement.

1.3  

The headings to the Clauses are inserted for convenience only and shall not affect the interpretation of this Agreement.

1.4  

Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa, references to persons shall be construed as including bodies corporate and vice versa and words denoting any gender shall include all genders.

1.5  

Any reference to a statutory provision shall include such provision as from time to time modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any transactions entered into hereunder.

 

2.

REGISTRATION WITH THE PLATFORM

2.1

To become a registered member of the Platform, the Investor shall fulfil the following criteria (or such other or additional criteria as may be notified by CSSB generally through the Platform or specifically to the Investor) and provide CSSB with the information and documents set out hereinunder the SC Guidelines:

(a)

where the Investor is an individual:-

(i)

the Investor shall be above 18 years old;

(ii)

the Investor shall furnish to CSSB copies of valid personal identification documents; and

(iii)

the Investor shall provide to CSSB proof of a permanent address, a valid contact number, a valid email address, and the details and proof of a bank account, opened in the name of the Investor, with a Malaysia licensed bank;

(b)

where the Investor is a non-individual:-

(i)

the Investor shall provide to CSSB proof of a permanent address, a valid contact number, a valid email address, and the details and proof of a bank account, opened in the name of the Investor, with a Malaysia licensed bank;

(ii)

(if the Investor is a Sole Proprietor, Partnership, an Incorporated Limited Liability Partnership and/or an Institution) the Investor shall execute a Consent and Authorisation Form for investing through the platform and for the appointment of its representative to act on behalf of the Investor in view of the investments and confirmation on the designated Bank Account to be registered with the platform.

(iii)

(if the Investor is a company) the Investor shall provide to CSSB its board resolution approving the registration of the Investor with CSSB and appointing the Company Representative to act on behalf of the Company in view of its investments and confirming on the designated Bank Account to be registered with the platform;

(c)

the Investor shall complete the Self-Declaration of Wealth Form on the Platform.

2.2

Registration with the Platform requires the provision by the Investor of a valid email address and/or such other identification measures as the Platform may from time to time implement, which the Investor shall be required to furnish to gain access to restricted areas of the Platform. Each time the Investor accesses the Platform, the Investor shall enter its email address and/or such other identification measures as the Platform may from time to time implement.

2.3

The Investor shall be responsible for all information and activity on the Platform by anyone using the Investor’s account. In particular, the Investor shall be responsible for the use of its account by the Investor’s employees, sub-contractors, agents or other authorized persons connected with the Investor. CSSB reserves the right to terminate, suspend or restrict the access of the Investor to the Platform and to cease acting on the Investor’s instructions if CSSB suspects or believes at its sole discretion that the person logged into the Investor’s account is not the Investor or an authorized person of the Investor or where CSSB suspects or believes at its sole discretion that the account will be used for illegal, fraudulent or unauthorized uses. Any breach of security, loss, theft or unauthorized use of the Investor’s email address, password or security information must be notified to CSSB immediately.

2.4

The Investor shall not adapt or circumvent the systems in place in connection with the Platform, and shall not access the Platform other than through and for the normal use of it.

2.5

By registering with the Platform, the Investor consent to the disclosure by relevant governmental or data depository departments and source to CSSB, its custodian and to such agents, service providers and sub-contractors of CSSB as informed by CSSB of information or documents relating to the Investor’s affairs. This consent shall be valid until this Agreement is terminated.

2.6

By registering with the Platform, the Investor irrevocably grant consent to the relevant credit reporting agency(ies) (as defined under the Credit Reporting Agencies Act, 2010) (“CRAs”) (which may include but not limited to the Credit Bureau Malaysia Sdn Bhd, CTOS Data Systems Sdn Bhd, RAM Credit Information Sdn Bhd, Central Credit Bureau, SME Credit Bureau, Central Credit Reference Information System, Biro Maklumat Cek and DCEQS or other authority or body established by Securities Commission and Bank Negara Malaysia) and any other credit or trade information from relevant data sources with whom CSSB conducts KYC (“Know Your Customer”) checks on the Investor and the directors, relevant managers, officers, and shareholders (if Investor is a company) and the other partners (if Investor is a partnership) and to disclose the KYC report to CSSB for the purpose of subscribing or applying for CSSB’s products and services and for CSSB’s risk management and review. CSSB is hereby authorised but is under no obligation, to convey the Investor’s consent to such disclosure and the purposes of such disclosure to the relevant credit reporting agency(ies).

2.7

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

2.8

Upon successful registration by the Investor with the Platform, the Investor may enjoy, for the duration of this Agreement, 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 Investor, from time to time, at the sole discretion of CSSB without prior notice to the Investor.

2.9

By successfully registering on the Platform, the Investor expressly indicate its interest in being shown and is in agreement to be shown future Issue Requests submitted by all Issuers on the Platform and the Investors agree that all such offers by Issuers on the Platform are personal offers for the purpose of the investments.

 

3.

THE PLATFORM

3.1

Upon successful registration by the Investor on the Platform, the Investor shall be able to participate in the funding of Issue Requests submitted by Issuers, by submitting Subscription Offers. Such Subscription Offers shall include such details as shall be specified in the form for the Subscription Offer including but not limited to the Principal Subscription Amount the Investor desires to offer to subscribe upon the Investment Note.

3.2

In the event that CSSB provides any service which indicates directly or indirectly the financial standing or credit worthiness of the Issuers, or likelihood of payment upon the Notes by the Issuers, including but not limited to indicators based on, inter alia, information submitted by the Issuer, including without limitation, the Issuer’s profitability, cash flow, debt/equity ratio, current ratio, annual turnover, credit rating and number of years in business, and credit information obtained from third party credit bureaus (the “Rating Indicators”), such Indicators shall not form an assurance to the Investor that the Issuers will pay upon the Notes in part or in full, and CSSB shall not be liable for any incidents of non-payment or partial payments of Notes by the Issuers.

3.3

Upon the posting of an Issue Request, the Investor shall have up to 7 days or such other period as may from time to time be notified on the Platform (the “Subscription Period”) to make its Subscription Offer (the “Subscription Process”). A Subscription Offer successfully submitted by an Investor in respect of an Issue Request will be available for acceptance by the Issuer during the end of the Subscription Period if the Aggregated Subscription Offers received for the Issue Request amounts to not less than 80% or equal to the amount of the Issue Request (“Eligible Offer”).

3.4

In the event that an Issuer accepts the terms of the Eligible Offers, the Investor authorises CSSB to do the following:-

(a)

to rank, select and accept on behalf of the Issuer the earliest Subscription Offers submitted; and

(b)

if the aggregate amount of selected Subscription Offers exceeds the amount requested for in the Issue Request, to allocate to the selected Investor(s) such amount of Principal Subscription Amount to be provided by each of them in such manner equivalent to the Issue Request and refund the oversubscription portion accordingly to the selected Investor(s).

3.5

The Investor shall unconditionally accept and be bound by the results of the allocation process described in Clause 3.4 above (as may be amended, varied and/or supplemented by CSSB from time to time). The Investor acknowledges and agrees that CSSB retains absolute discretion over the allocation process and may amend, vary and/or supplement such process at any time without prior notice to the Investor.

3.6

If the Issuer accepts the terms of the Eligible Offer and following CSSB’s application of its allocation process, a single Investment Note depending on the Note Type shall be issued to all Investor. The Investor authorizes CSSB to retain the Investment Note. CSSB shall have the discretion, but shall not be required, to provide to the Investor an electronic copy of the Investment Note. The Investor agrees that it shall accept the terms of the Investment Note issued in this manner.

3.7

The Investor agrees that the Investment Note issued by an Issuer shall incorporate the terms of the Standard Terms and Conditions to the Investment Note annexed herewith, as from time to time amended, varied and/or supplemented.

3.8

The Investor agrees that the Investment Note issued by an Issuer shall not be subsequently sold to any person.

3.9

The Investor agrees that all Subscription Offers made during the Subscription Process on the Platform are final and cannot be withdrawn, except in the following situations (or such other situations as may from time to time be prescribed by CSSB):-

(a)

where the remaining Subscription Offers from other Investors are sufficient to fully fund the amount requested for in the Issue Request;

(b)

where the Subscription Period for the Issue Request expires and the conditions in Clause 3.6 and the terms of this Agreement are not satisfied;

(c)

where the Issuer does not accept the Eligible Offer;

(d)

where CSSB withdraws or terminates the Subscription Process for the Issue Request; or

(e)

with the consent of CSSB.

3.10

This Clause 3 is subject to the internal policy guidelines of CSSB, which may be varied and/or amended from time to time. Any changes, variations or amendments to any part of this Clause 3 will be notified to the Investor through the Platform.

 

4.

ARRANGEMENT FOR THE ISSUE OF THE INVESTMENT NOTE

4.1

The Investor shall transfer into the CSSB Trust Account the Principal Subscription Amount it is intending to fund before submitting the respective Subscription Offer, which will be disbursed to the respective Issuer (or “Designated Recipients”) without notice to the Investor upon the execution of the Investment Note. The Investor authorises CSSB to:

(a)

Deduct from any monies held under trust by CSSB on behalf of the Investor, without notice to the Investor, any payments due to any Issuer or CSSB; and

(b)

Instruct the Issuer or any other third person proposing to make any payment to the Investor to make such payment directly to CSSB Trust account held on behalf of the Investors.

4.2

The Investor acknowledges and agrees that CSSB may at any time, by notice to the Investor through the Platform, require the Investor to pay to CSSB such amount of fees as CSSB may prescribe, in consideration for its role in administering and facilitating the issue of the Investment Note, provided that such fees shall only apply to Subscription Offers and Investment Notes which are issued after the date of CSSB’s notice to the Investor regarding the fees. CSSB shall be authorized to deduct, from all payments upon the Note and other sums received by CSSB on behalf of the Investor, any fees (including the administrative fee) and other amounts due to CSSB. CSSB may at its discretion require that any fees and any other amounts due to CSSB be paid by a fund transfer to the bank account stipulated by CSSB or by a cheque addressed to CSSB.

4.3

The Investor acknowledges that CSSB can at any time, in its sole discretion, cancel any Subscription Offer made by the Investor and refund to the Investor the Principal Subscription Amount so deposited by the Investor in the CSSB’s Trust Account less any fees payable to CSSB by the Investor.

4.4

The Investor shall execute such instructions and forms as CSSB may specify, including but not limited to FPX, for the purpose of making payments (including but not limited to payments upon the Note and payments to CSSB of fees and charges) under the Investment Note and this Agreement.

4.5

In the event that the Investor intends to arrange for transfer to itself of any amount of funds to which it is entitled, the Investor shall initiate an action via the “Fund Transfer Out” page on the Platform. The Investor acknowledges and agrees that any transfer shall be subject to a service fee of RM1.00 (or such other fee as CSSB may notify to the Investor from time to time) for each transfer.

4.6

In the event that an Issuer or any Guarantor misses, fails to pay, or only partially pays any instalment or amount due under the Investment Note, or fails to fully pay up the Note upon the Maturity Period, CSSB shall have the right to take such action as may be deemed appropriate by CSSB in its sole and absolute discretion, including without limitation:  -

(a)

Appoint third party debt collection agents to recover the unpaid amounts from the Issuer and/or the Guarantor. The Investors shall first pay for the costs and expenses incurred in relation to the services provided by the third-party debt recovery agents and the Issuer shall be obliged to indemnify the Investors for such costs and expenses;

(b)

Commence legal proceedings against the Issuer and/or the Guarantors;

(c)

Exercise any of the Investors and/or CSSB’s rights under any of the Security Documents;

(d)

Require the Investors to assign the Note to CSSB or a company appointed by CSSB, which may sell the Note to a Note purchaser or commence legal proceedings against the Issuer to recover such sums. Such assignment may be:

(i)

on the basis that the assignee buys over the outstanding debt by paying to the Investors a price agreed to Investors who in aggregate hold 75% or more of the Note’s Principal Subscription Amount, and the proceeds from the recovery shall be retained by the assignee; or

(ii)

on the basis that the Note is assigned without the debt, and what is recovered by the assignee, after deducting all costs and expenses incurred by the assignee in the course of recovery, shall be paid to the Investor(s);

(e)

Any other course of action deemed appropriate by CSSB or authorised by the Investors for the purpose of or in connection with recovering the unpaid amounts from the Issuer and/or Guarantor.

4.7

The Investor shall on demand pay to CSSB any amounts due to CSSB under this Agreement including costs of recovery, at the rates from time to time notified on the Platform or specifically to the Investor.

4.8

CSSB shall be entitled to deduct from any amounts recovered from any Issuer on behalf of an Investor any amount due by any Investor under the Investment Note or the Issuer to CSSB, and thereafter to distribute the remaining proceeds rate ably amongst the Investors (who have paid for costs and expenses incurred in connection with the recovery action) in accordance with such instalments and payments due and owing to such Investor pursuant to the Notes.

4.9

CSSB shall be entitled to set off and deduct from any sums held by itself for the account of the Investor or Issuer any sums due to the Issuer or Investor respectively, or to CSSB without prior notice to the Investor or Issuer, as the case may be. The obligation of CSSB under this Agreement and any other agreement to pay any sums due to the Investor or Issuer shall be subject to such prior right of set off and deduction.

4.10

The Investor acknowledges that notwithstanding any other clause in this Agreement, CSSB may, at such time in its sole and absolute discretion, and the Investor hereby authorizes and appoints CSSB as its representative to, agree with the Issuer to restructure the remaining amounts payable under the Investment Note and amend the Investment Note, in any manner that it deems fit, and as many times as it deems necessary. CSSB agrees that any restructuring of the Note shall be done in what CSSB reasonably regards as being in the best interests of the Investor. Such restructuring shall include but not be limited to devising a repayment plan for recovery of the outstanding sum(s).

 

5.

SECURITY

5.1

CSSB shall be entitled (but shall not be obliged) to require the Issuer and/or any Guarantor to provide Security for the Issuer’s obligations and execute Security Documents in respect of such Security.  The Security and Security Documents shall be held by the Security Agent.  In the event the Issuer is unable to make repayments under the Investment Note and amounts remain outstanding when due, or the Issuer defaults in meeting any material obligations of a loan, the Security Agent shall be entitled to enforce the Security.

5.2

The Investor agrees that the Security Agent or any receiver appointed by the Security Agent (as the case may be) shall be entitled to be repaid and indemnified out of the proceeds of any recovery under the Security, all costs and expenses incurred by any of them in connection with any obtaining of the Security, any necessary or desirable registration of the Security at the relevant government authority, any enforcement or preservation of rights under any and all Security held from time to time in respect of enforcing the Issuer’s obligations under the Note. CSSB shall be entitled to deduct from amounts recovered under the Security any amount due by any Investor under the Investment Note or the Issuer to CSSB, and thereafter to distribute the remaining proceeds rate ably amongst the Investors (who have paid for costs and expenses incurred in connection with the recover action) in accordance with such instalments and payments due and owing to such Investor pursuant to the Notes.

5.3

The Investor agrees that any Security held by the Security Agent shall generally operate to secure all monies due from the Issuer to the Investors and CSSB from time to time.

 

6.

REPRESENTATIONS AND WARRANTIES

6.1

The Investor represents and warrants that:

(a)

That it is an investor from only either of the following categories of investors:

(i)

a sophisticated investor or an angel investor as defined in the SC Guidelines;

(ii)

a retail investor.

In the event the Investor is a retail investor, it hereby declares that it has not subscribed and shall not subscribe to an amount that is more than Ringgit Malaysia Fifty Thousand (RM50,000.00) only on P2P Platforms in total at any one time and for any period of time;

(b)

If the Investor is a corporation, sole proprietor, partnership, limited liability partnership,  or institution, the Investor warrant that it is duly incorporated or registered, validly existing and in good standing under the laws of its jurisdiction of incorporation or registration;

(c)

The Investor shall not act in any manner that constitute a breach of any term of this Agreement, the Terms and Conditions to the Investment Note, the Privacy Policy and the Code of Conduct.

(d)

The Investor has all requisite power and authority to enter into and perform its obligations under the Agreement and each Investment Note and to observe and perform all of the provisions and conditions thereof;

(e)

All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order (i) to enable the Investor lawfully to enter into, exercise the Investor’s rights and perform and comply with the Investor’s obligations under the Agreement and each Investment Note and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;

(f)

The execution and delivery of, and the performance by the Investor of its obligations under, the Agreement and each Investment Note, do not:

(i)

infringe, or constitute a default under, any instrument, contract, document or agreement to which the Investor is a party or by which the Investor or its assets are bound; or

(ii)

result in a breach of any law, rule, regulation, ordinance, order (including Money Laundering or Terrorist Financing), judgement or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which the Investor is a party or by it or its assets are bound, whether in Malaysia or elsewhere;

(g)

None of the documents, statements or information furnished to CSSB by or on behalf of the Investor contain any untrue statement or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading;

(h)

No litigation, arbitration or administrative proceedings are taking place, pending or threatened against the Investor or any of its assets, which, if adversely determined, might reasonably be expected to have a material adverse effect on the Investor’s ability to perform its obligations under the Agreement or any Investment Note;

(i)

Each Subscription Offer made, and each Principal Subscription Amount furnished, by the Investor shall be made or furnished by the Investor as principal and not as nominee for any other person.

6.2

Each representation and warranty herein shall be deemed repeated each time the Investor makes a Subscription Offer.

 

7.

UNDERTAKINGS AND ACKNOWLEDGMENTS

7.1

The Investor undertakes as follows:

(a)

The Investor shall immediately inform CSSB in writing of any change to any of the information provided by the Investor to CSSB;

(b)

The Investor shall not contact any Issuer or any shareholder, director, partner, officer or employee of any Issuer in connection with the Investment Note or to provide or offer to provide additional loans to the Issuer.

(c)

The Investor shall bear all costs and expenses of all enforcement of the legal rights of the Investor by CSSB on behalf of the Investor, and shall pay to CSSB any fees as described in Clause 4 above.

7.2

The Investor acknowledges that:

(a)

Each Subscription Offer shall be for a minimum of RM100 or such other minimum sum as may be notified by CSSB on the Platform or specifically to the Investor from time to time;

(b)

The Investor shall be required to acknowledge such risk disclosure statements and disclaimers as may be published on the Platform from time to time;

(c)

In order for the Investor’s Subscription Offer to be submitted and accepted, the Investor must have transferred into CSSB Trust Account funds; in an amount not less than the amount of the Subscription Offer.  CSSB shall not extend any leverage or loans to the Investor to fund any Subscription Offer;

(d)

Each Subscription Offer made by the Investor shall be irrevocable, but the acceptance of such Subscription Offer through the Platform shall not constitute any legal obligation on the part of CSSB to process or fulfil the Subscription Offer and such Subscription Offer may be withdrawn or terminated by CSSB in its absolute discretion at any time;

(e)

Any enforcement by the Investor of its rights under the Investment Note shall be done solely through the agency of CSSB and/or the Platform.

(f)

CSSB encourages the Investor to limit their investments in total at any one time and for any period of time to a maximum of Ringgit Malaysia Fifty Thousand (RM50,000.00).

(g)

Notwithstanding Clause 6.1 (a), the Investor understand the risk in making any investment more than Ringgit Malaysia Fifty Thousand (RM50,000.00) on any P2P platform in total at any one time and for any period of time.

 

8.

SUSPENSION AND TERMINATION OF SERVICE

8.1

CSSB reserves the right to restrict, temporarily or permanently suspend or terminate the Services, at any time, without incurring liability of any kind to the Investor, if any of the following events occur:-

(a)

the Investor fails to make any payment to CSSB when due, whether under this Agreement or for the Platform or Services;

(b)

any representation or warranty made by the Investor under this Agreement or through the Platform or Services is incomplete, untrue, incorrect or misleading in any respect;

(c)

the Investor has breached the terms of this Agreement or the Investment Note;

(d)

the Investor or (if the Investor is a company, a sole proprietor, a partnership, a limited liability partnership or an institution) its directors, shareholders or partners are charged in any court of law with any criminal offence or is reasonably suspected by CSSB of having committed any criminal offence;

(e)

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

(f)

there is scheduled downtime or recurring downtime; or

(g)

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

8.2

Provided that there is no Investment Note currently in force between the Investor and an Issuer and provided that there are no outstanding fees, costs or expenses to be paid to CSSB or any Issuers, the Investor may terminate this Agreement by terminating its membership at the Platform.

8.3

Upon termination of the Agreement, CSSB shall credit into the bank account provided by the Investor any funds left in the CSSB Trust Account which belongs to the Investor or send a cheque to the address last provided by the Investor.

8.4

CSSB shall not in any way be liable to the Investor for breach by CSSB of the Code of Conduct and/or the Privacy and Data Protection Policy.

8.5

The Investor agrees that CSSB shall be, in its sole discretion, at any time, entitled to, by notice in writing to the Issuer, bring forward the date for payment of the Principal Subscription Amount in its entirely to such date as CSSB may specify in the notice, including requiring  immediate payment of the entirety of the Principal Subscription Amount.

 

9.

THIRD PARTY BACK-UP SERVICE PROVIDER

9.1

The Investor agrees that CSSB shall appoint such third party at CSSB’s sole discretion (such third party hereinafter referred to as the “Back Up Service Provider”) to exercise such of the rights of CSSB, or perform such of the obligations and/or functions of CSSB under this Agreement, and on such terms, from time to time and at any time, as may be agreed between CSSB and the Back Up Service Provider. Evidence of and scope of such appointment will at the request of the Investor be provided by the Back Up Service Provider by way of a facsimile copy of the agreement between CSSB and the Back Up Service Provider or a facsimile copy of the letter of authorization issued by CSSB to the Back Up Service Provider.

9.2

The Investor agrees that the Back Up Service Provider shall be entitled, in variation of the terms of this Agreement:

(a)

to maintain an account with a financial institution licensed in Malaysia for the purposes of receiving and holding the monies of the Issuers and Investors in relation to existing Notes;

(b)

to receive the scheduled payments from the Issuers of existing Notes until such Notes are fully paid up;

(c)

to pay into the bank account provided by the Investor at the end of every three (3) months, the amounts due and payable to the Investor for the preceding three (3) months under the existing Investment Notes of the Investor, provided that the corresponding payment has been received by the Back Up Service Provider from the Issuer;

(d)

exercise the rights under Clause 4.6 above in the event that an Issuer misses, fails to pay, or only partially pays any instalment or amount due under any Investment Note; and

(e)

to be the holder of any Security.

9.3

The Investor acknowledges that CSSB shall be entitled at any time upon the commencement of provision of services by the Back Up Service Provider, to cease providing any services or functions to the Investor under this Agreement, and to cease the operation and maintenance of the Platform, and the Platform shall no longer be accessible by the Investors, the Issuers or anyone of the public. The Investor further agrees that the Back Up Service Provider shall be entitled to discontinue the provision of the following services:-

(a)

to perform any introductory functions on behalf of Issuers and Investors in order to bring together prospective Issuers and Investors;

(b)

to accept any Issue Requests or Subscription Offers; and

(c)

to provide a stream-lined process for entering into Notes.

9.4

The Investor acknowledges and agrees that the Back Up Service Provider shall be entitled to charge each Investor a service fee for acting in the capacity set out in Clause 9.1, on such periodic basis as notified by the Back Up Service Provider to the Investor, such fee not to exceed 1.5% annually of the Principal Subscription Amount upon each Note outstanding and payable to the Investor from time to time, such fee to be in addition to any fees payable by the Investor to CSSB under this Agreement.

9.5

CSSB shall under no circumstances be liable to the Investor for any failure, neglect, default or breach by the Back Up Service Provider in acting in the capacity set out in Clause 9.1.

 

10.

FORCE MAJEURE

10.1

CSSB shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement 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.

10.2

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 Agreement by giving the Investor fourteen (14) days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

 

11.

INTELLECTUAL PROPERTY RIGHTS

11.1

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 Agreement 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.

11.2

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 Investor shall not copy, modify, publish, transmit, distribute, perform, display or sell any of CSSB’s proprietary information. The Investor 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.

11.3

By submitting, posting or displaying content on or through the Platform, the Investor 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 Investor 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 Investor.

11.4

In the event that the Investor 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 Investor by CSSB on a non-exclusive, non-transferable, and non-sublicensable basis for the sole purpose only of utilizing the Services in accordance with this Agreement. For the avoidance of doubt, CSSB does not transfer title ownership or any other rights to the Software to the Investor. The Investor shall not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Software. Any Software downloaded from the Platform shall be at the Investor’s own risk.

 

12.

DISCLAIMERS

12.1

The Investor acknowledges that CSSB’s principal role is to perform introductory functions on behalf of Issuers and Investors in order to bring together prospective Issuers and Investors, to provide a stream-lined process for the issue of Notes and to facilitate the payments and collection of sums due under or in connection with those Notes (including taking certain actions on behalf of Investors upon an Issuer’s default or if an Issuer becomes, or is likely to become, insolvent). Save as set out in this Agreement and the Issuer’s Agreement, CSSB will not perform any management functions on the Investor’s behalf. CSSB shall not be a party to any Investment Note, save for third party rights granted under such Investment Note. CSSB does not in any manner warrant that a Subscription Offer can or will be accepted by an Issuer, or that any Issuer will perform the terms of the Investment Note in accordance with the terms thereof.

12.2

The Investor understands and acknowledges that the funds placed by the Investor and the Issuers in the CSSB’s Trust Account are monies of the Investor and the Issuers respectively, to be applied for purposes directed by the Investor and the Issuers. The Investor understands that such monies placed in the CSSB’s Trust Account are not, and shall not be, deposits as defined under the Financial Services Act, 2013 (Act 758) of Malaysia.

12.3

The content and material available on the platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. The Investor shall not rely on any information contained in the Platform in making an investment or other decision but shall obtain appropriate specific professional advice in connection therewith. Nothing contained in the Platform constitutes or should be construed to constitute investment, legal, tax or other advice. In particular, calculations that the Platform may provide in relation to the likely rate of return on Notes successfully issued through the Platform are for guidance purposes only and shall not be regarded as guaranteed.

12.4

The Investor acknowledges that the use of the Platform and Services, the issue of Subscription Offers and the entry into of Investment Notes involves risks, including without limitation, the risk that Issuers will not repay in full the Principal Subscription Amount and the risk of the Platform discontinuing the servicing of the Principal Subscription Amount and Note. CSSB’s obligation to make any payment on a Note is wholly dependent upon an Issuer paying CSSB on the corresponding Note in which the Investor has invested. The risk of investing means that the Investor may lose all or most of their investment. The Notes may not be guaranteed or insured by any governmental agency or instrumentality or any third party.

12.5

CSSB will use reasonable efforts in the enforcement of legal rights on behalf of the Investor in the event that the Issuers do not repay their Notes. The Investor acknowledges the risk in subscribing for Notes over the Platform, and that CSSB does not guarantee that all Notes will be fully repaid or that any unpaid amounts can be fully or partially recovered by CSSB. The Investor acknowledges and agrees that CSSB shall not be liable in the event that any Issuer fails to fully repay its Notes and CSSB is unable to fully recover the unpaid amounts.

12.6

The Rating Indicators attributed to each Issuer are based on information provided by the Issuer and credit information obtained from third party credit bureaus. CSSB does not edit the information provided by the Issuer or the third-party credit bureaus. CSSB makes no representation or warranty as to the accuracy, reliability or validity of the data and information displayed on the Platform in relation to the Issuers and the Issue Requests, and as to the whether such information is updated or error free.

12.7

The Rating Indicators are intended to be informative only and the Investor shall form its own opinion regarding the creditworthiness of an Issuer and undertake its own research, analysis, assessment of each Issuer for each Note and, where appropriate, seek its own independent financial advice.

12.8

CSSB accepts no responsibility and disclaims all liability for any information about an Issuer made available to the Investor through the Platform or in respect of the Rating Indicators. CSSB may, from time to time, but accepts no obligation to, require the Issuers to update or amend their information and/or update the Rating Indicators.

12.9

Where any third-party source provides any credit ratings of the Issuers through the Platform, the Investor acknowledges and agrees that they are furnished by the third-party source in STRICT CONFIDENCE for the Investor’s exclusive use as a basis for financing and investment decisions on the Platform only.

12.10

In making a decision to fund a Note, the Investor must rely on its own examination of the Issuer, including the merits and risks involved in the Note. The information contained in this site shall in no way be construed to constitute a recommendation or an endorsement with respect to the Issue Requests or the Issuers. CSSB is in no way making a warranty or representation as to the Issuers, the ability of Issuers to pay, and their credit risk, and CSSB is in no way liable for the debts of Issuers. The Investor is offering and investing entirely at its own risk. The Investor retains complete control and discretion over whether or not to fund any Note by any Issuer and on what terms and over all other aspects of its participation in the Platform and Notes issued through it. Nothing CSSB does and nothing on the Platform is intended to operate or be construed as advice or recommendation by CSSB to enter into a particular Note.

12.11

CSSB does not guarantee that there will be sufficient offers to fully fund Issue Requests and allow the funds of the Investor to be invested, or that there will be sufficient Issuers for the Investor to invest.

12.12

The Platform is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). CSSB and its licensors expressly disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

12.13

Without limiting the foregoing, CSSB does not warrant that the Services, functions contained in or access to the Platform or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Platform or its contents are free of infection by computer viruses, and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any Software or content of Platform in or with any computer will not affect the functionality or performance of the computer. The Investor (and not CSSB) shall assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer. The Investor agrees not to hold CSSB liable for the loss of any of the content in its computer that is due to any circumstances beyond the control of CSSB.

12.14

The Investor agrees that CSSB has no responsibility or liability for the deletion or failure to store any content maintained or posted by or through the Platform.

12.15

The Platform contains links to other websites which are not maintained by CSSB. Similarly, other websites may contain links to the Platform. CSSB has no control over such sites and resources, and the Investor acknowledges and agrees that CSSB is not responsible for the availability or contents of those websites and shall not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites is provided as a convenience to the Investor as a user of the Platform and does not imply CSSB’s endorsement of the linked website or association with their operators. CSSB disclaims all responsibility and liability, direct or indirect, for any damage or loss (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at the Investor’s own risk.

12.16

Where CSSB has, on behalf of the Investor, implemented or requested for any form of guarantee from an Issuer in respect of a Note, the Investor acknowledges and accepts that the enforceability of such guarantee shall be subject to the normal legal risks and limitations associated with guarantees, and that CSSB does not represent that it has ensured that any individual or legal entity providing such a guarantee has been independently advised on the impact of such guarantee. The Investor further acknowledges that personal guarantees can be open to challenges in circumstances where the individual granting the personal guarantee has been subject to undue pressure or influence from a third party.

 

13.

LIMITATION OF LIABILITY

13.1

CSSB, or any of its directors, officers, employees, agents, affiliates, subsidiaries, contractors, suppliers, successors or assigns, shall not be liable for any direct, indirect, punitive, incidental, special, consequential damages, losses, expenses, liabilities under any causes of action or any damages whatsoever, including, without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, arising out of or in any way connected with:-

(a)

the use or performance of the Platform or Services;

(b)

the Issuers failing to repay any parts of the Note in respect of the Investor through the Platform;

(c)

the information about an Issuer made available to the Investor through the Platform or in respect of the Rating Indicators, including the credit worthiness of the Issuer or the lack thereof;

(d)

the inability of CSSB to recover the instalments or other payments due from any Issuer to the Investor, whether arising from the negligence of CSSB or otherwise;

(e)

any negligence, wilful default or fraud by any third-party debt collector in the provision of its services, resulting in a failure to recover the unpaid amounts from the Issuers;

(f)

the failure of the Investors to successfully enter into an Investment Note with an Issuer upon submitting Subscription Offer;

(g)

the provision of, or failure to provide, services by the Back Up Service Provider;

(h)

the delay or inability to use the Platform or Services;

(i)

the provision of or failure to provide the Platform or Services;

(j)

any information, data, software, products, services and related graphics obtained through the Platform or Services;

(k)

any reliance on any statement, opinion, representation or information on the Platform or Services;

(l)

or otherwise arising out of the use of this Platform or Services,

whether based on contract, tort, strict liability or otherwise, except where such loss or damage arises from the breach of this Agreement by CSSB or was caused by the willful default or fraud by CSSB.

13.2

In the event that CSSB is liable for damages, the Investor agrees that CSSB’s aggregate liability to the Investor for any and all damages, losses and causes of action (whether in contract, tort including, without limitation, negligence, or otherwise) in relation to the Platform and the Services shall not exceed the total amount of fees and charges paid by the Investor to CSSB in the 12 months period immediately preceding the time such liability arose.

13.3

Without prejudice to the other provisions herein, the Investor hereby agrees to indemnify and hold CSSB, its subsidiaries, affiliated companies, directors, officers, agents, partners, and employees (collectively the “Indemnified Parties”), harmless at all times against all actions, proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to the access to and/or the use of the Platform or Services by the Investor, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of this Agreement by the Investor, the violation by the Investor of any rights of another person or entity or the breach by the Investor of any statutory requirement, duty or law.

 

14.

NOTICES

14.1

All notices, demands or other communications required or permitted to be given or made under this Agreement by CSSB to the Investor 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 Investor at its address, its telephone number or its email address. Any notices or other communication by the Investor 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 Investor to CSSB shall be subject to actual receipt by CSSB.

14.2

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

14.3

Any such notice, demand or communication by CSSB to the Investor 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.

GENERAL

15.1

No Partnership. Nothing in this Agreement shall constitute a Party as a partner of the other. Nothing in this Agreement is intended to constitute a Party as an agent of the other and except as otherwise expressly provided under this Agreement, no Party shall have any power or authority to act in the name or on behalf of or to incur or accept any liability or obligation binding upon the other Party except with the prior written consent of the other Party.

15.2

Further Assurance. Each Party shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Agreement and the transactions hereunder and each Party shall use its best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Agreement and the transactions hereunder.

15.3

Time of Essence. Any time or period mentioned in any provision of this Agreement may be extended by mutual written agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

15.4

Remedies. No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a Party hereto shall not constitute a waiver by such Party of the right to pursue other available remedies. No failure on the part of a Party hereto to exercise, and no delay in exercising any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of any right thereof or of the exercise of any other right.

15.5

Release and Indulgence. Any liability to any Party hereto may in whole or in part be released, compounded or compromised or time or indulgence given by that Party in that Party’s absolute discretion as regards the other Party hereto under such liability without in any way prejudicing or affecting the first Party’s rights against the second Party.

15.6

Assignment. Save as provided for in this Agreement, Investors shall not have the right to assign or transfer any of such rights, undertakings, agreements, duties, liabilities and/or obligations hereunder.

15.7

Entire and Continuing Effect of Agreement. This Agreement and the documents referred to in this Agreement collectively embody the entire terms and conditions agreed upon by the Parties as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between the Parties, whether such be written or oral, with respect to the subject matter hereof. All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of the matters set out therein except in respect of those matters then already performed and except where expressly stated to the contrary. This Agreement shall be binding on and shall endure for the benefit of each of the Parties’ successors in title or legal personal representatives.

15.8

Amendment. CSSB reserves the right to supplement, vary or amend the terms of this Agreement from time to time immediately upon notification to the Investor. Changes to this Agreement will be posted on the homepage of the Platform or specifically notified by CSSB, and the “Last Updated” date at the top of this Agreement will be revised. It is the responsibility of the Investor to review this Agreement upon each access or use to ensure awareness of any changes made by CSSB. The continued access or use of the Platform and/or the Services by the Investor after changes are posted constitutes its agreement to be legally bound by this Agreement as updated and/or amended and for such revised Agreement to apply to all current and past usage by the Investor of this Platform. In the event that the Investor does not agree to any of the changes, CSSB is not obliged to continue providing the Investor with any Service, and the Investor must stop using the Platform and Services.

15.9

Survival on Termination. All disclaimers, indemnities and exclusions in this Agreement shall survive the termination of this Agreement by any reason.

15.10

Severance. If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Agreement shall continue in full force and effect and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

15.11

No Third-Party Rights. A person who is not a party to this Agreement shall have no right under the Contracts Act 1950 (Act 136) of Malaysia or under any law, to enforce any provision in this Agreement.

15.12

Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia. Any dispute arising out of or in connection with this Agreement and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the Courts of Malaysia and the Parties hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the Courts of Malaysia.

15.13

Costs, Expenses and Taxes. The Investor shall bear all costs and expenses in relation to the entering of this Agreement.  The Investor shall also pay any sales and services taxes (if applicable) chargeable on any payment by the Investor to CSSB.

 

STANDARD TERMS AND CONDITIONS TO THE INVESTMENT NOTE

These standard terms and conditions, together with the Investment Note entered into between the Investor(s) and the Issuer, setting out the particulars of the Investor(s), the Issuer and the Principal Subscription Amount, and the repayment schedule setting out the interests and amounts payable and the date on which such repayment is payable (collectively the “Note”), constitutes the terms on which this Investment Note is issued.

 

1.  

INTERPRETATION.

1.1  

In this Note, unless the context otherwise requires, the following expressions shall have the meanings set out against them: -

Accepted Ratemeans the interest rate the Issuer is has accepted on the Principal Subscription Amount which the Issuer wishes to obtain;

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

CMSA means the Capital Market And Services Act 2007 (Act 671) of Malaysia, as the same may be amended, varied and/or supplemented from time to time;

Customer” means the customer to whom an Invoice is issued by the Issuer;

CSSB” means Crowd Sense Sdn. Bhd;

CSSB Account” means the bank account maintained by CSSB and notified to the Issuer from time to time;

CSSB’s Trust Account” means the bank account held under trust by Maybank Trustee Berhad on behalf of the Investors and Issuers;

Day Count Fraction means, the fraction used to calculate a rate or an amount of interest for any Calculation Period, and where “30/360” is specified in the terms of the Investment Note, it shall be the number of days in the Calculation Period divided by 360, calculated in accordance with the following formula:

Day Count Fraction = {[360 * (Y2 - Y1) + [ 30 * (M2 - M1)] + (D2 - D1)} / 360

 where:

"Y1" is the year expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number is 31 in which case D1, will be expressed as 30; and

"D2" is the calendar day expressed as a number immediately following the last day of the Calculation Period, unless such number is 31 and D1 is a number greater than 29, in which case D2 will be expressed as 30;

Debentures” shall have the meaning ascribed to it in the CMSA;

Early Redemption Option” means the Issuer may redeem the Notes, in whole but not in part, on every Interest Payment Date upon giving an irrevocable notice to the Investor through the Platform at least 20 calendar days prior to the nearest Interest Payment Date;

Event of Default” shall have the meaning set out in Clause 9.1 of these Terms and Conditions;

FPX means an internet-based payment gateway that allows real-time payments for online purchases or bill payments or fund transfers;

Guarantor” means any person (including a director, partner, member of the Issuer or any other natural person, or a parent company or any other corporate entity) who provides Security to secure the Issuer’s obligations under the Note;

Interest” shall have the meaning set out in Clause 3.1 of these Terms and Conditions;

Invoice” means an invoice issued by the Issuer to its Customer and submitted in connection with an Issue Request and/or Investment Note and includes all the Issuer’s rights, interest and title to the proceeds thereof and all the Issuer’s rights under or in relation to the Sales Contract;

Late Interest Rate” means

Maturity Date” means the date on which the Maturity Period ends;

Maturity Period” means such period within which the full amount of the Principal Subscription Amount will be due and payable;

Mortgagee Clause means a property insurance provision granting special protection for the interest of a mortgagee (e.g., financial institution that has an interest in the property) named in the policy, in effect setting up a separate contract between the insurer and the mortgagee.

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

Note Documents means the Note, these Standard Terms and Conditions to Investment Note, each Invoice and/or each Security Document and each other document which is supplemental thereto or which is expressed to be collateral therewith or which is entered into pursuant to or in accordance with the terms thereof;

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 “Equal Instalment with Early Redemption Option” Note Types;

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

Premium Warranty Period” means the Insured is required to pay the premiums charged for the insurance within 60 days from the effective date of insurance cover which is shown on the policy, cover note, and/or renewal certificates;

Principal Subscription Amount” means the principal amount subscribed for by the Investor(s) for this Note;

Prospectus” shall have the meaning ascribed to it in Section 226 of the CMSA;

Rentas means Real Time Electronic Transfer of Funds and Securities;

Repayment Date” means such date on which the Principal Subscription Amount, interest and/or any other amounts are payable under the Note, as set out in a repayment schedule specified in the Investment Note;

Sales Contract” means the contract between an Issuer and its Customer for the provision of goods and/or services by the Issuer to the Customer pursuant to which an Invoice was issued by the Issuer;

“Securities” shall have the meaning ascribed to it in the CMSA, but does not include such other product or class or products as the Securities Commission of Malaysia may prescribe as not being securities;

Security” means the additional security given by the Issuer or a Guarantor to secure the Issuer’s obligations under the Note, which may include but shall not be limited to, personal guarantees, corporate guarantees, charges over shares, charges over real property, charges over receivables, or charges over any other assets of the Issuer or the Guarantor;

Security Documents” means all documents executed or required to be executed by the Issuer or Guarantor in respect of the Security;

Security Agent” shall mean the entity which holds the Security and Security Documents, which may be CSSB or a related entity of CSSB or such other entity as CSSB may designate or appoint from time to time;

SC Guidelines” means the SC Guidelines on Recognized Markets SC-GL/6-2015 (R1-2016) dated 13 April 2016 pursuant whereof P2P financing is regulated

The expressions the “Issuer” and the “Investor” shall include their respective lawful authorised successors and assigns.

1.2  

Any reference in this Note to “Clauses” is to the clauses to this Note.

1.3  

The headings to the Clauses are inserted for convenience only and shall not affect interpretation of this Note.

1.4  

Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa, references to persons shall be construed as including bodies corporate and vice versa and words denoting any gender shall include all genders.

1.5  

In the absence of any expression to the contrary, all payments and repayments made under the provisions of this Note, including damages, shall be made in Malaysia Ringgit unless otherwise agreed by Parties.

 

2.

INVESTMENT NOTE

2.1

The Issuer and each Investor acknowledges and agrees that each Note:

(a)

is issued under the Guidelines on Recognized Markets issued by the Securities Commission Malaysia pursuant to Section 377 of the CMSA  or the laws of any applicable jurisdiction; and

(b)

is not made in or accompanied by a Prospectus that is registered with the Securities Commission of Malaysia or any other regulatory body; and

(c)

shall not be subsequently sold to any person, unless the offer resulting in such subsequent sale is made in accordance with all applicable requirements for such sales under the CMSA or the laws of any applicable jurisdiction.

 

3.

INTEREST

3.1

The Issuer shall pay an interest (“Interest”) on the Principal Subscription Amount at the “Accepted Rate” specified in the Investment Note.

3.2

Interest shall accrue daily and shall be payable on such date in accordance to the Note, as determined by the Note Type.

3.3

If the Issuer fails to make any payment due under this Note on any Repayment Date, interest payable upon late payment of the unpaid, overdue and/or outstanding amounts shall in addition accrue and compound daily, at a rate as set out under “Late Interest Rate” in the Investment Note, from the date of non-payment to the date of the actual payment.

 

4.

REPAYMENT UPON THE INVESTMENT NOTE

4.1

The Issuer shall make repayments according to the specification of the various Note Types:-

(a)

If the Note Type is specified as “Equal Instalment (with Early redemption Option)”,

(i)

The Issuer shall repay the Principal Subscription Amount in instalments (“Instalment”), together with all interest accrued and due up to each Repayment Date. Such amount payable and the Repayment Dates shall be set out in a payment schedule specified in the Investment Note.

(ii)

The Issuer has the option to redeem all, but not some only, of the Principal Subscription Amounts on an Early Redemption Date by giving an irrevocable notice to the Investor(s) through the platform at least twenty (20) days prior to the nearest Repayment Date.

(iii)

In the event, no notice has been given to redeem the Principal Subscription Amounts on any Repayment Date, the Principal Subscription Amounts shall be payable in full by the Maturity Date.

(b)

If the note type is specified as “Bullet”,

(i)

The Issuer shall repay the Principal Subscription Amounts together with all interest accrued and due in full on the Maturity Date.

(ii)

The Maturity Date shall be the Repayment Date of such Note Type.

(c)

If the note type is specified as “Interests Only”,

(i)

The Issuer shall repay the interest accrued and due up to each Repayment Date. Such amount payable and the Repayment Dates shall be set out in a payment schedule specified in the Investment Note.

(ii)

The Principal Subscription Amounts shall be payable in full by the Maturity Date.

(d)

If the note type is specified as “Callable,

(i)

The Issuer shall repay the interest accrued and due up to each Repayment Date. Such amount payable and the Repayment Dates shall be set out in a payment schedule specified in the Investment Note.

(ii)

The Issuer has the option to redeem all, but not some only, of the Principal Subscription Amounts on an Early Redemption Date by giving an irrevocable notice to the Investor(s) through the platform at least twenty (20) days prior to the nearest Repayment Date.

(iii)

In the event, no notice has been given to redeem the Principal Subscription Amounts on any Repayment Date, the Principal Subscription Amounts shall be payable in full by the Maturity Date.

4.2

The Issuer shall make repayments by RENTAS into the CSSB Account or in such other manner as may be notified by CSSB to the Issuer from time to time.

 

5.

SECURITY

5.1

All monies due and owing under this Note and all monies due and owing from the Issuer to all Investors on the Platform from time to time shall be secured by the Security (if any) granted by the Issuer and the Guarantors to the Security Agent, which the Security Agent shall hold and enforce for and on behalf of the Investors.

5.2

The Security Agent, the Investors or any receiver appointed by the Security Agent (as the case may be) shall be entitled to be repaid and indemnified out of the proceeds of any recovery under the Security and additionally agrees to indemnify the Security Agent, the Investors or any receiver appointed by the Security Agent (as the case may be), against all costs and expenses incurred by any of them in connection with any obtaining of the Security and enforcement or preservation of rights under any and all Security held from time to time in respect of the obligations under the Investment Note on a full and unlimited indemnity basis, together with default interest at such amount from the date that the relevant cost was incurred until full payment or discharge of such costs.

5.3

The Security Agent shall be entitled to be repaid and indemnified against all costs incurred by the Security Agent in connection with any necessary or desirable registration of the Security with any applicable relevant government authority and that the Issuer shall, on demand, pay to the Security Agent all such costs.

 

6.

REPRESENTATIONS AND WARRANTIES

6.1

The Issuer represents and warrants that:

(a)

The Issuer is a non-listed public company or private limited company or limited liability partnership, partnership or sole proprietorship duly incorporated or registered, validly existing and in good standing under the laws of its jurisdiction of incorporation or registration, with full power and authority to carry on the business and own the property that it now carries on and owns;

(b)

The Issuer and each Guarantor has all requisite power and authority to enter into and perform its obligations under the Note Documents and to observe and perform all of the provisions and conditions thereof;

(c)

All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order (i) to enable the Issuer and each Guarantor lawfully to enter into, exercise their rights and perform and comply with its obligations under the Note Documents and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;

(d)

The execution and delivery of, and the performance by the Issuer and each Guarantor of its obligations under, the Note Documents do not:

(i)

infringe, or constitute a default under, any instrument, contract, document or agreement to which the Issuer or Guarantor is a party or by which the Issuer or Guarantor or their assets are bound; or

(ii)

result in a breach of any law, rule, regulation, ordinance, order (including Money Laundering or Terrorist Financing), judgement or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which the Issuer or Guarantor is a party or by which they or their assets are bound, whether in Malaysia or elsewhere;

(e)

All financial statements published on the Platform by or on behalf of the Issuer or Guarantor are true and correct in all respects and fairly represent the financial condition of the Issuer as of the dates thereof, and no material adverse changes have occurred in the financial condition reflected therein since the dates thereof;

(f)

None of the financial statements, certificates, documents, statements or information furnished on the Platform by or on behalf of the Issuer or Guarantor contain any untrue statement or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading;

(g)

There is no fact which materially adversely affects or may materially adversely affect the ability of the Issuer or Guarantor to observe or perform their obligations under the Note Documents;

(h)

No litigation, arbitration or administrative proceedings are taking place, pending or threatened against the Issuer, each Guarantor, any of their directors or partners or any of their assets, which, if adversely determined, might reasonably be expected to have a material adverse effect on their business, assets or conditions, or its ability to perform their obligations under the Note Documents;

(i)

Each Issue Request made, and each Principal Subscription Amount obtained, by the Issuer shall be made or obtained by the Issuer as principal and not as nominee for any other person;

(j)

If an Insurance/Takaful Policy was submitted by the Issuer in connection with the Note:

(i)

The Issuer will procure or has procured a General Insurance/Takaful policy (to be evidenced by a policy, cover note or renewal certificates) to insure against its business asset or to protect against any potential claims of liabilities with a licensed General Insurance or Takaful Insurer in Malaysia;

(ii)

The General Insurance/Takaful Policy is minimally an annual policy;

(iii)

The Issuer has not pay the premiums due on the Policy and there is a minimum of Forty Five (45) days before the expiry of the Premium Warranty Period; or

(iv)

The Issuer has paid the premiums due on the policy and there is a minimum of Ten (10) months remaining before the expiry of the Policy;

(v)

The General Insurance/Takaful policy is valid and there are no breaches in the policy conditions or claims on the Policy;

(vi)

Save for the Mortgagee Clause, the Issuer has not assigned or transferred, and will not assign or transfer, to any party other than to CSSB or CSSB’s nominee, the Policy or any part thereof;

(vii)

The Issuer has not obtained and will not obtain any other financing pertaining to the General Insurance/Takaful Policy from any other bank, financial institution, insurance premium financing companies, marketplace lending platform or any other lending sources.

6.2

Each Investor represents and warrants that:

(a)

All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order (i) to enable the Investor lawfully to enter into, exercise its rights and perform and comply with its obligations under this Note and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done; and

(b)

The execution and delivery of, and the performance by it of its obligations under, this Note do not:

(i)

infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and

(ii)

result in a breach of any law, rule, regulation, ordinance, order (including Money Laundering), judgement or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which it is a party or by which it or its assets are bound, whether in Malaysia or elsewhere.

 

7.

UNDERTAKINGS

7.1

The Issuer hereby undertakes that:

(a)

The Issuer shall pay to CSSB on behalf of the Investors, all Principal Subscription Amounts in accordance with the repayment schedule specified in the Note, such repayment to be made by RENTAS or cheque deposits into the CSSB’s Trust Account or in such other manner as may be notified by CSSB to the Issuer from time to time;

(b)

The Issuer shall immediately inform CSSB in writing of any change to any of the information provided by the Issuer;

(c)

The Issuer shall immediately notify CSSB of the occurrence of any Event of Default;

(d)

The Issuer shall not pass any resolution approving any change in directors, partners or shareholders of the Issuer or the divestment of any or all of the shareholding of any shareholders, without obtaining the prior written consent of CSSB;

(e)

The Issuer shall not pass any resolution for the winding-up of the Issuer, nor cause a petition for winding-up to be presented against the Issuer, or the appointment of a receiver or receiver and manager of the respective undertakings or assets of the Issuer; and

(f)

The Issuer shall not act in any manner that constitutes a breach of any terms of any Note Document, the Privacy and Data Protection Policy or the Code of Conduct;

(g)

The Issuer shall comply, in all respect, with all laws of any applicable jurisdiction;

(h)

If an Insurance or Takaful Policy was submitted by the Issuer in connection with the Note:

(i)

The Issuer shall not commit any breach of its obligations under the Policy;

(ii)

The Issuer shall not take any action which may result in, or omit to take any action which omission may result in, the Policy becoming illegal or invalid;

(iii)

The Issuer shall not make, and shall not permit any other party to make, any no amendments or modifications to the Policy without the prior written approval of CSSB except for any changes in correspondences in addresses of any of the parties involved: or any changes of location of the interest insured; or any correction of spelling or typo errors on the Insurance Policy.

(iv)

The Issuer shall not obtain any other financing pertaining to the Policy from any other bank, financial institution, marketplace lending platform or any other lending sources;

(v)

The Issuer will not assign or transfer the Policy or any part thereof, to any party other than CSSB or CSSB’s nominee.

 

8.

DEBT RECOVERY ACTIONS

8.1

In the event that the Issuer or any Guarantor misses, fails to pay, or only partially pays an Instalment or other payment that is due, or any part of the Principal Subscription Amount is not fully repaid by the Maturity Date, the Parties agree that CSSB has the authority to take such action as may be deemed appropriate by CSSB in its sole and absolute discretion, including without limitation:

(a)

Appoint third party debt collection agents to recover the unpaid amounts from the Issuer and/or the Guarantor. The Investors shall first pay for the costs and expenses incurred in relation to the services provided by the third party debt recovery agents and the Issuer shall be obliged to indemnify the Investors for such costs and expenses;

(b)

Commence legal proceedings against the Issuer and/or the Guarantor;

(c)

Exercise any of the Investors and/or CSSB’s rights under any of the Security Documents;

(d)

Require the Investors to assign the Note to CSSB or a company appointed by CSSB, which may sell the Note to a Note purchaser or commence legal proceedings against the Issuer to recover such sums. Such assignment may be:

(i)

on the basis that the assignee buys over the outstanding debt by paying to the Investors a price agreed to Investors who in aggregate hold 75% or more of the Note’s Principal Subscription Amount, and the proceeds from the recovery shall be retained by the assignee; or

(ii)

on the basis that the Note is assigned without the debt, and what is recovered by the assignee, after deducting all costs and expenses incurred by the assignee in the course of recovery, shall be paid to the Investor(s);

(e)

Any other course of action deemed appropriate by CSSB or authorised by the Investors for the purpose of or in connection with recovering the unpaid amounts from the Issuer and/or Guarantor.

(f)

All cost related to the recovery of the debt shall be deducted from the recovered sum received from the Issuer and/or Guarantor before disbursing to the Investors accordingly. In the event no amount is recovered resulting in the debt being written-off, then the recovery cost accrued to date shall not be charged to the Investors.

 

9.

EVENTS OF DEFAULT

9.1

Each of the events or circumstances set out in Clause 9.1(a) to (j) below is an “Event of Default”:

(a)

The Issuer or any Guarantor fails to make any payment to CSSB or any Investor when due under or in connection with any Note Document;

(b)

The Issuer or any Guarantor has breached the terms of any Note Document;

(c)

Any representation or warranty made by the Issuer or any Guarantor under any Note Document is incomplete, untrue, incorrect or misleading in any respect;

(d)

The membership of the Issuer in the Platform is terminated for any reason under the agreement entered into between the Issuer and CSSB;

(e)

The Issuer or any Guarantor ceases to pay its debts or is unable to pay its debts as they fall due or is deemed unable to or admits its inability to do so or makes a general assignment for the benefit of or a composition with its creditors;

(f)

Any action, proceedings, procedure or step is taken for:

(i)

the suspension of payments or a moratorium of any obligation of the Issuer to pay or any Guarantor or repay money, present or future, actual or contingent, sole or joint (“Indebtedness”);

(ii)

winding up, dissolution, administration or reorganization (using a voluntary arrangement, scheme of arrangement or otherwise) of the Issuer or any Guarantor; or

(iii)

the appointment of a liquidator, receiver, administrator in respect of the Issuer or any Guarantor or any part of the undertaking or assets of the Issuer or any Guarantor;

(g)

The Issuer or any Guarantor commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness;

(h)

The Issuer ceases, or threatens to cease, to carry on all or a substantial part of its business;

(i)

There is a change in the directors or partners of the Issuer or a divestment of any of the shareholdings of any shareholder of the Issuer, without the prior written consent of CSSB being obtained;

(j)

Litigation, arbitration or administrative proceedings are initiated, pending or, to the Issuer’s knowledge, threatened against the Issuer, any Guarantor, any of their directors or partners or any of their assets, which, if adversely determined, might reasonably be expected to have a material adverse effect on the Issuer’s or Guarantor’s business, assets or conditions, or the Issuer’s or Guarantor’s ability to perform its obligations under any Note Document.

9.2

At any time after an Event of Default has occurred, CSSB may, upon notice to the Issuer, on behalf of the Investor(s), terminate this Note and demand immediate repayment of the entire amount of the Principal Subscription Amount, including accrued Interest up to the date of repayment.

 

10.

INDEMNITIES

10.1

Each of the Issuer and the Investor(s) shall keep the other parties fully and effectively indemnified against all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever, that may incur in connection with or arising from any material breach of its representations, warranties, obligations, covenants and undertakings under this Note.

 

11.

COSTS, EXPENSES AND TAXES

11.1

Costs and expenses. Each of the Issuer and the Investor(s) shall bear all their own costs and expenses in relation to the entering of this Note, including the administration fees to be paid to CSSB.

 

12.

NOTICES

12.1

All notices, demands or other communications required or permitted to be given or made under this Note between the Platform and the Issuer shall firstly be in writing and delivered personally or sent by prepaid registered post with recorded delivery, addressed to the intended recipient thereof at its registered address or to such other address as a party hereto may from time to time duly notify the other in writing.

12.2

Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally) 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, duly stamped and posted.

 

13.

GENERAL

13.1

Further Assurance. Each Party shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Note and the transactions hereunder and each party shall use its best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Note and the transactions hereunder.

13.2

Time of Essence. Any time or period mentioned in any provision of this Note may be extended by mutual written agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

13.3

Remedies. No remedy conferred by any of the provisions of this Note is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right under this Note preclude any other or further exercise of any right thereof or of the exercise of any other right.

13.4

Release and Indulgence. Any liability to any party hereto may in whole or in part be released, compounded or compromised or time or indulgence given by that party in that party’s absolute discretion as regards the other party hereto under such liability without in any way prejudicing or affecting the first party’s rights against the second party.

13.5

Assignment. Save as expressly provided for in this Note, the Investor(s) shall not have the right to sell, assign or transfer this Note or any of such rights, undertakings, agreements, duties, liabilities and/or obligations hereunder.

13.6

Entire and Continuing Effect of Agreement. This Note and the documents referred to herein collectively embody the entire terms and conditions agreed upon by the Parties as to the subject matter of the same and supersedes and revokes in all respects all other documents, agreements, letters of intent, and undertakings entered into between the Parties, whether such be written or oral, with respect to the subject matter hereof. No amendment or variation of this Note shall be effective unless in writing and signed by or on behalf of each party. All provisions of this Note shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of the matters set out therein except in respect of those matters then already performed and except where expressly stated to the contrary. This Note shall be binding on and shall endure for the benefit of each of the Parties’ successors in title or legal personal representatives.

13.7

Severance. If any provision of this Note or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Note shall continue in full force and effect and the legality, validity and enforceability of the whole of this Note in any other jurisdiction shall not be affected.

13.8

Governing Law and Jurisdiction This Note shall be governed by, and construed in accordance with, the laws of Malaysia. Any dispute arising out of or in connection with this Note and/or the documents referred to herein, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the Courts of Malaysia and the Parties hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the Courts of Malaysia.

13.9

Privacy and Data Protection. This Note shall be subject to, and the Parties agree to be bound by, the Privacy and Data Protection Policy of CSSB.

13.10

Rights of Third Parties.  For the avoidance of doubt, each of CSSB and the Security Agent shall have the right to exercise the rights and enforce the benefits to which they are entitled under these Terms and Conditions and to act in accordance with the authorisations granted to them under these Terms and Conditions.  Save as specified above, the application of the Contracts (Rights of Third Parties) Act is expressly excluded.