Issuer'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 Issuer") have agreed to enter into this Issuer’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 standard terms and conditions, the fee schedule setting out fees payable by the Issuer to CSSB (as notified by CSSB to the Issuer from time to time), and the Privacy and Data Protection Policy (collectively the “Agreement”), constitute the entire agreement between the corporate user registered as a member of the Platform to obtain funds (the “Issuer”) 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 any Service, shall be subject to this Agreement.

The Issuer’s electronic or hardcopy execution, acceptance and/or acknowledgement of this Agreement or the Issuer’s use of this Platform (whichever comes first) constitutes the Issuer’s acceptance of this Agreement, which shall take effect thereupon.

 

1.  

INTERPRETATION.

In this Agreement, 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;

Agreement” means these terms and conditions, the fee schedule setting out fees payable by the Issuer to CSSB (as notified by CSSB to the Issuer from time to time), the Privacy and Data Protection Policy and the Code of Conduct;

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

Authorised Person” means any person authorised to act on behalf of the Issuer;

Bullet” means a 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 a 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 2o 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 the Issuer for the application of the Issue Request and for the appointment of the Entity’s representative to act on behalf of the Issuer;

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;

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

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;

Designated Recipients means 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 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;

Eligible Offer” shall have the meaning ascribed to it in Clause 3.6;

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 a 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;

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;

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 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 have the meaning ascribed to it in Clause 3.1;

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 the Malaysia

Note Documents” means collectively this Agreement, each Invoice, each Investment Note, each Security Document and each other agreement or document which is supplemental thereto or which is expressed to be collateral therewith or which is entered pursuant thereto 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 “Callable” Note Types;

Parties” mean the Issuer 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;

“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 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;

Rentas means Real Time Electronic Transfer of Funds and Securities;

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;

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

Securities” shall have the meaning ascribed to it in Section 226 of the CMSA, but does not include such other product or class or products as the Securities Commission Malaysia may prescribe as not being securities;

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 2.9;

SSM means the Companies Registrar of Malaysia;

Subscription Offermeans 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 3.5;

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 Issuer 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 Issuer) and provide CSSB with the information and documents set out hereinunder:

(a)

the Issuer shall be an entity currently operating by way of a company, sole proprietorship, partnership or a limited liability partnership. For the avoidance of doubt, the Issuer shall not be an individual;

(b)

the Issuer shall not have any outstanding court judgements, winding up orders or judicial management orders entered against it and shall not have any outstanding winding up applications or judicial management orders filed against it;

(c)

the Issuer shall furnish to CSSB its financial statements (audited where applicable) or such other equivalent documents for such period as CSSB may specify;

(d)

the Issuer shall furnish to CSSB its bank statements for such period as CSSB may specify;

(e)

the Issuer shall furnish to CSSB details and evidence of a valid Malaysia bank account to facilitate the repayments of Principal Subscription Amounts; and

(f)

the Issuer, its directors, members or partners must meet the minimum credit and fraud risk criteria required by CSSB, which may include, inter alia, obtaining reports from credit bureaus and/or other sources specified by CSSB and providing such reports to CSSB.

2.2

As part of the registration process, CSSB shall have the right to authenticate the identity of the Issuer, its directors, members, partners and Authorised Persons through such means as CSSB may specify from time to time, including without limitation, requesting for certified true copies of the national identity cards or passports of the directors, members, partners and Authorised Persons, the documents authorizing the Authorised Persons to act on the Issuer’s behalf and other information and documents as CSSB may specify whether or not described in Clause 2.1 above. The Issuer shall not be registered as a member of the Platform unless CSSB is in its sole discretion satisfied with the relevant identification and other documents.

2.3

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

2.4

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

2.5

The Issuer 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.

2.6

By registering with the Platform, the Issuer 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.

2.7

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”) and credit checks on the Issuer and the directors, relevant managers, officers, and shareholders (if applicant is a company) and the other partners (if applicant is a partnership), and to disclose the KYC and credit 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 Issuer’s consent to such disclosure and the purposes of such disclosure to the relevant credit reporting agency(ies).

2.8

The Issuer agrees that CSSB, as the owner and operator of the Platform, may and has the right to collect, use and disclose the information CSSB collects in accordance with the purposes and uses identified in the Privacy and Data Protection Policy. The Issuer consents to receive, from time to time, email messages from and through CSSB, including information about CSSB’s products and services.

2.9

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

2.10

CSSB shall have the right to carry out credit and fraud checks on the Issuer, its members, partners, directors and other aspects of the Issuer’s business. CSSB shall apply its own internal guidelines and policies when assessing registrations and Issue Requests, and shall have complete discretion over the admission of Issuers onto the Platform and/or the posting of Issue Requests on the Platform.

 

3.

THE PLATFORM

3.1

Upon successful registration by the Issuer on the Platform, the Issuer shall be able to submit requests to obtain Principal Subscription Amounts from Investors willing and able to fund these requests (“Issue Requests”).

3.2

Prior to any request submission to obtain Principal Subscription Amounts from Investors,  the Issuer shall declare whether they are hosting any Investment Note on the other P2P platforms or equity crowd funding platforms. For avoidance of doubt, the platform prohibits or will not accept any Issue Request from Issuers who had published the same Investment Note on any other P2P platforms for the same purpose.

3.3

Each Issue Request should include such details as shall be specified in the form for the Issue Requests including but not limited to:

(a)

the Note Type;

(b)

the aggregate Principal Subscription Amounts required by the Issuer;

(c)

the tenure of the Principal Subscription Amounts;

(d)

the Accepted Rate;

(e)

the particulars of the Invoice (if any); and

(f)

the particulars of the General Insurance/Takaful Policy or Proposal Form (if any).

3.4

The Issuer agrees to full disclosure by CSSB of all information provided to CSSB by or on behalf of the Issuer, whether through the Platform or other means, to the Investors and any other third parties as CSSB may decide in its discretion in connection with the Services, the Platform, the Note Documents or to comply with any regulatory requirement or directive, or for marketing or promotional purposes.

3.5

Upon the publishing of an Issue Request, prospective Investors 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 Subscription Offers. The details of the Issue Request may be edited at any time before it is submitted to CSSB. For the avoidance of doubt, the Issue Request may not be amended by the Issuer after the Issue Request has been published on the Platform.

3.6

Aggregated Subscription Offers successfully submitted by Investors in respect of an Issue Request will be available for acceptance by the Issuer where it is for an amount not less than 80% or equal to the amount of the Issue Request (“Eligible Offer”).

3.7

In the event that the Issuer accepts the terms of the Aggregated Subscription Offers, the Issuer authorizes CSSB to do the following:-

(a)

to apply an allocation process which will, inter alia, depending on the allocation method requested by the Issuer; 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).

3.8

The Issuer shall unconditionally accept and be bound by the results of the allocation process described in Clause 3.7 above (as may be amended, varied and/or supplemented by CSSB from time to time). The Issuer 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 Issuer.

3.9

Upon the Issuer’s acceptance of the terms of the Eligible Offers and following CSSB’s application of its allocation process, a single Investment Note depending on the Note Type shall be issued by the Issuer in favour of all the Investors whose Subscription Offers are selected, which will be completed electronically by the relevant Investors and physically signed and endorsed by the Issuer.  The Issuer agrees that it shall be bound by the terms of the Investment Note executed in this manner.

3.10

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

3.11

The Issuer shall be deemed to have cancelled an Issue Request upon the occurrence of any of the following events:

(a)

At the end of the Subscription Period, the Eligible Offer in respect of the Issue Request amount to more than 80% of the amount requested for in the Issue Request, but the Issuer fails to accept the terms of the Eligible Offer within three (3) Business Days of the end of the Subscription Period; or

(b)

During the Subscription Period, the Eligible Offer reach 100% of the amount requested for in the Issue Request, but the Issuer fails to accept the terms of the Eligible Offer within three (3) Business Days of being notified to do so by CSSB; or

(c)

Following the issuance of the Investment Note in respect of an Issue Request in accordance with Clause 3.9, the Issuer fails to execute the Investment Note within three (3) Business Days of being notified to do so by CSSB.

Upon the Issuer’s cancellation of an Issue Request, the Issuer shall be obliged and liable to pay to CSSB upon demand a cancellation fee of RM1,000 (or such other amount as CSSB may notify to the Issuer from time to time).

3.12

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 Issuer through the Platform.

 

4.

ARRANGEMENT FOR THE ISSUE AND REPAYMENT OF THE INVESTMENT NOTE

4.1

The Issuer shall execute such instructions and forms as CSSB may specify, including but not limited to Rentas, for the purpose of making payments under the Note Documents respectively. The Issuer authorises CSSB on its behalf to:

(a)

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

(b)

Instruct the Investor or any other third person proposing to make any payment to the Issuer to make such payment directly to CSSB’s Trust Account.

4.2

The Issuer acknowledges and agrees that CSSB shall not be obliged to disburse any Principal Subscription Amount of a successfully matched Issue Request to the Issuer or its Designated Recipient unless the Issuer has executed such payment instructions and forms as CSSB may specify.

4.3

In the event that the Issuer misses, fails to pay, or only partially pays any instalment on such due date of the repayment of the Principal Subscription Amount or interest other payment that is due to any Investor in accordance with the repayment schedule specified in the Investment Note, or fails to fully pay up the Principal Subscription Amount upon the Maturity Date, the Issuer authorizes CSSB to and CSSB shall have the right to: -

(a)

on behalf of Investors, levy a late interest charge on the unpaid, overdue and/or outstanding amounts as at that date, at a minimum rate of 18% per annum (or such other amount as may from time to time be prescribed by CSSB), such late interest charge to be calculated and accrue on a daily basis;

(b)

report such default in payment to the third party credit bureaus from which the credit ratings of the Issuer are obtained, and adjust the rating indicators accordingly;

(c)

at the cost and expense of the Issuer, if any amount of Principal Subscription Amount, the late payment administrative charges described in sub-paragraph (a) and/or the late interest described in sub-paragraph (b) is due but not paid,

(d)

at any time appoint such persons (including but not limited to third party professional debt collectors and/or legal advisers and/or bailiffs) to collect from and/or institute proceedings against the Issuer and/or the Guarantors for such amount due. The Issuer acknowledges that in doing so, the debt owing under the Note Documents may be assigned by the Investors to CSSB or a company appointed by CSSB; and

(e)

undertake such other action as may from time to time be authorised by the Investors and/or deemed appropriate by CSSB.

4.4

The Issuer acknowledges that notwithstanding any other clause in this Agreement, CSSB may, at such time in its sole and absolute discretion, 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. For the avoidance of doubt, no such restructuring can take place without the written agreement of the Issuer. The Issuer further acknowledges and agrees that CSSB may require additional and/or restated Security Documents to be executed by the Issuer and/or any Guarantor, or independent advice to be taken by the Issuer, as a pre-condition to any restructuring.

4.5

If the Issuer delivers a notice of early redemption in respect of an Equal Instalment (with Early Redemption Option) Note or Callable Note, the Issuer shall only be permitted to exercise the early redemption option or call on the Note if the Issuer pays to CSSB an administrative fee of RM500.00 (or such other amount as CSSB may notify to the Issuer from time to time). For the avoidance of doubt, the Issuer shall not have an early redemption option in respect of any Note Type other than an Equal Instalment (with Early Redemption Option) Note or a Callable Note.

 

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 obligations of a loan, the Security Agent shall be entitled to enforce the Security.

5.2

The Issuer agrees that 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 Issuer 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.

5.4

The Issuer agrees that 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.

PROCESSING AND ADMINISTRATIVE FEES

6.1

The Issuer shall pay CSSB a non-refundable application processing fee at such rate as may be specified by CSSB from time to time (or such other amount as may be notified by CSSB, generally through the Platform or specifically to the Issuer) for each new Issue Request. Such application processing fee shall be paid by the Issuer prior to the commencement of CSSB’s review of the Issue Request.

6.2

In consideration of the Services provided, the Issuer shall pay to CSSB a completion administrative fee at such rate as may be specified by CSSB from time to time. Such completion administrative fee shall be paid upfront upon the completion of each Issue Request. An Issue Request is completed when the Subscription Offers by the Investors are accepted by the Issuer.

6.3

CSSB shall be authorized to deduct, from all Principal Subscription Amount and other sums received by CSSB under trust on behalf of the Issuer, any fees (including the completion 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.

 

7.

ISSUER’S REPRESENTATIONS AND WARRANTIES

7.1

The Issuer represents and warrants to CSSB that:

(a)

The Issuer is a corporation, sole proprietorship, partnership or limited liability partnership 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, 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 Singapore or elsewhere;

(e)

All financial statements delivered to CSSB 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 to CSSB by or on behalf of the Issuer or Guarantor (including without limitation the information provided in the Issue Request) 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, 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 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)

The Issuer intends to use, and shall use, the Principal Subscription Amounts for the sole purpose of operating and/or expanding the lawful business of the Issuer and/or to defray the costs of general insurance/takaful premiums for the business and for no other purposes;

(k)

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

(v)

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

(vi)

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.

7.2

Each representation and warranty herein shall be deemed repeated each time the Issuer makes an Issue Request and each time the Issuer executes a Note Document.

 

8.

ISSUER’S UNDERTAKINGS AND ACKNOWLEDGMENTS

8.1

The Issuer hereby undertakes to CSSB that:

(a)

The Issuer shall pay to the Investors named on the Investment Note, all Principal Subscription Amounts in accordance with the repayment schedule specified in the Investment Note, such repayment to be made by Rentas 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 to CSSB;

(c)

The Issuer shall immediately notify CSSB of the occurrence of any of the events described in Clauses 9.1(a) to (j) of this Agreement;

(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 or any or all of the partnership interest of any partner, 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 promptly notify CSSB of any instance in which an Investor contacts the Issuer to request for the details relating to the Issuer including but not limited to contact information of the shareholders, directors or officers of the Issuer;

(h)

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

(i)

The Issuer shall use the Principal Subscription Amounts for the sole purpose of operating and/or expanding the lawful business of the Issuer and/or to defray the costs of general insurance/takaful premiums for the business and for no other purposes;

(j)

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

(i)

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

(ii)

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

(iii)

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 or marketplace lending platform.

8.2

The Issuer hereby acknowledges and agrees that:

(a)

The Issuer shall, when submitting an Issue Request, complete such form as shall be prescribed by CSSB through the Platform;

(b)

Each of its Issue Requests will be considered successfully matched and the Principal Subscription Amount will be disbursed to it only when all the conditions of the Note Documents are satisfied;

(c)

Any Issue Request made shall be irrevocable but the acceptance of such Issue Request through the Platform or Services shall not constitute any legal obligation on the part of CSSB to process or fulfil the Issue Request and such Issue Request may be withdrawn or terminated by CSSB in its absolute discretion at any time.

 

9.

SUSPENSION AND TERMINATION OF SERVICE

9.1

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 Issuer, if any of the following events occur:-

(a)

the Issuer or any Guarantor fails to make any payment to CSSB or any Investor when due, whether under any Note Document or for the Platform or Services;

(b)

when the Issuer files an insurance claim against the policy/policies assigned to the Security Agent;

(c)

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

(d)

the Issuer or any Guarantor has breached the terms of any Note Document or is reasonably suspected by CSSB of having breached the terms of any Note Document, the Privacy and Data Protection Policy or the Code of Conduct;

(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)

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

(g)

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

(i)

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

(ii)

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

(iii)

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

(h)

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 or any or all of the partnership interest of any partner, without the prior written consent of CSSB being obtained;

(i)

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;

(j)

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

(k)

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, the Issuer’s or Guarantor’s ability to perform their obligations under  any Note Document;

(l)

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

(m)

there is scheduled downtime or recurring downtime; or

(n)

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

9.2

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

9.3

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

9.4

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 and any late fees, administrative fees or other fees and charges owed to CSSB and/or the Investors.

 

10.

FORCE MAJEURE

10.1

CSSB shall not be in breach of this Agreement, nor shall CSSB be 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 Issuer 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 licence 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 Issuer shall not copy, modify, publish, transmit, distribute, perform, display or sell any of CSSB’s proprietary information. The Issuer 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 Issuer grants to CSSB a worldwide, non-exclusive, royalty-free licence 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 Issuer 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 Issuer.

11.4

In the event that the Issuer 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 Issuer 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, the Privacy and Data Protection Policy and the Code of Conduct Policy.  For the avoidance of doubt, CSSB does not transfer title ownership or any other rights to the Software to the Issuer. The Issuer shall not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Software.  Any Software downloaded from the Platform shall be at the Issuer’s own risk.

 

12.

DISCLAIMERS

12.1

The Issuer 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 Investment Notes and to facilitate the payments and collection of sums due under or in connection with those Investment Notes (including taking certain actions on behalf of Investors upon the Issuer’s default or if the Issuer becomes, or is likely to become, insolvent). Save as set out in this Agreement and the Investor’s Agreement, CSSB will not perform any management or administrative functions on the Issuer’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 an Issue Request can or will be fulfilled, or that any Investor will perform the terms of the Investment Note in accordance with the terms thereof.

12.2

The Issuer understands and acknowledges that the funds placed by the Investors and the Issuer in the CSSB Account are monies of the Investors and the Issuer respectively, to be applied for purposes directed by the Investors and the Issuer respectively. The Issuer understands that such monies placed in the CSSB 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 Issuer shall not rely on any information contained in the Platform in making an investment or other decision and 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.

12.4

The Issuer acknowledges that the use of the Platform and Services involves risks, including without limitation, the risk of the Platform discontinuing its services and the risks of Issue Requests not being fulfilled or fulfilled to the satisfaction of the Issuer. CSSB shall in no manner be responsible for the conduct of the Investor and shall not be liable if the Investor takes any action (including but not limited to harassment of the Issuer or its director or shareholders) or proceedings against the Issuer.

12.5

The Issuer acknowledges and agrees that this Agreement and the membership of the Issuer of the Platform do not in any way constitute an obligation on CSSB to procure funding for the Issuer or constitute a warranty by CSSB that such funding will be available.

12.6

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.

12.7

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 Issuer (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 Issuer 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.

12.8

The Issuer 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.

12.9

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 Issuer acknowledge and agree 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 are provided as a convenience to the Issuer 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 Issuer’s own risk.

 

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 delay or inability to use the Platform or Services;

(c)

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

(d)

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

(e)

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

(f)

the inability of the Issuer to have its Issue Requests fully funded by Investors through the Platform;

(g)

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 negligence, wilful default or fraud by CSSB.

13.2

In the event that CSSB is liable for damages, the Issuer agrees that CSSB’s aggregate liability to the Issuer 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 Issuer to CSSB in the [12 months period] immediately preceding the time such liability arose.

13.3

Without prejudice to the other provisions herein, the Issuer 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 Issuer, 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 Issuer, the violation by the Issuer of any rights of another person or entity or the breach by the Issuer 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 Issuer shall be in writing and may be sent through the internal messaging system of the Platform, delivered personally, sent by prepaid registered post with recorded delivery, by facsimile transmission, by electronic mail, by telephone calls or through the short messaging system (“SMS”), addressed to the Issuer at its address, its facsimile number, its telephone number or its email address. Any notices or other communication by the Issuer 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.

14.2

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

14.3

Any such notice, demand or communication by CSSB to the Issuer shall be deemed to have been duly served (if sent through the internal messaging system, delivered personally, given or made by facsimile, 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 despatched. Any such notice, demand or communication by the Issuer to CSSB shall be subject to actual receipt by CSSB.

 

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 Issuer. 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 Issuer to review this Agreement upon each access or use to ensure that it are aware of any changes made by CSSB. The continued access or use of the Platform and/or the Services by the Issuer 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 Issuer of this Platform.  In the event that the Issuer does not agree to any of the changes, CSSB not obliged to continue providing the Issuer with any Service, and the Issuer 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, save that CSSB shall be entitled to grant to any Investor the right to enforce any or all terms of this Agreement against the Issuer.

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 Issuer shall bear all costs and expenses in relation to the entering of this Agreement.  The Issuer shall also pay any sales and services taxes where applicable chargeable on any payment 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 Rate” means 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;

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, Online Bank Account transfer or Cheques 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, 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, 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.

 

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.