This investor agreement is for reference only. The actualinvestor agreement governing any particular investment into any particularissuer featured on Fundnel’s platform may differ in some respects from thebelow. Viewing this sample investor agreement alone is therefore insufficient. Shouldyou decide to invest into any such issuer, you should closely review thespecific investor agreement you receive for that issuer’s campaign prior todeciding whether to proceed with the investment.
This investor agreement (the “Agreement”) is made between:
A. FundnelTechnologies Sdn Bhd (Company No. 201701014864 (1229029-H)), a company incorporated with limitedliability under the laws of Malaysia and having its registered address at B-26-07, The Vertical, Tower B,Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur and business address at KLSentral 5, East Wing, Level 3, Jalan Stesen Sentral, Kuala Lumpur Sentral,50470 Kuala Lumpur (“Fundnel”, “us”, “we”,or “our”); and
B. You,as the user of the Platform (as defined herein) who has indicated an intentionto consider subscribing for or acquiring shares/ interests in one or moreIssuer (as defined below) through the Platform as an investor (“Investor”or “you”),
each, a Party and collectively, the Parties.
This Agreement sets out the terms and relationship betweenFundnel and you. Please read this Agreement carefully. You should also keep aprint or electronic copy of this Agreement for your future reference.
Business Days means the days on which banks areopened for business in Kuala Lumpur Malaysia and excludes any public holidays,Saturdays and Sundays;
CMSA means the Malaysian Capital Markets Services Act2007;
Disclosure Statement means the disclosure statementto users as published on the Platform as may be updated from time to time;
Foreign Investors means Investors who are notresident in Malaysia;
Guidelines means the Guidelines on Recognised Marketsissued by SC and as amended from time to time;
Issuer means the Member who uses the Platform to seekcapital for a company or venture capital company;
Member means an eligible and existing member of thePlatform whose membership has been approved by Fundnel and has not beenterminated or suspended under this Agreement;
Offer means any invitation to make bids for shares inan Issuer to potential investors through the Platform;
Offering Agreements refers to the followingdocuments:
a) term sheet in relation to the Offer and theIssuer;
b) share subscription agreement in respect of theinvestment into the Issuer;
c) shareholders agreement between the Investors andthe Issuer; and
d) any other agreements as may be required by thePlatform;
Platform means the equity crowdfunding platformoperated by Fundnel, which includes the Website;
Platform Agreements refers collectively to thefollowing.
c) Disclosure Statement
d) Risk Warnings
e) in respect of the Issuer, the Issuer Agreement
f) in respect of the Investor, this Agreement
SC means the Securities Commission Malaysia;
Trust Account means the trust account held by theTrustee in accordance with the terms and conditions of the Trust Deed;
Trustee means Pacific Trustees Berhad (Company No.317001-A);
Trust Deed means the trust deed entered into betweenFundnel and the Trustee;
Warning Statement means the Risk Warnings andDisclosure Statement on the Platform as may be updated from time to time;
Website means the website currently hosted at thedomain www.fundnel.com and all pages at sub-domains thereof and may, from timeto time hereafter, include pages hosted at other domains and identified by us.
In this Agreement, unless the context otherwise requires:
a) subject to the above, expressions used in thisAgreement shall, where the context permits, have the same meaning as in theCMSA and the SC’s Guidelines;
b) unless the context requires otherwise, words inthe singular include the plural and vice versa, and use of the masculineincludes the feminine and neuter and vice versa;
c) the word "including" or"includes" is not exclusive, so it should be read as if followed bythe words "without limitation";
d) references to a specific clause mean a clause ofthis Agreement unless otherwise stated;
e) any use of the terms "you must","you shall", "you may only", "you may not" orsimilar terms mean that, in executing this Agreement, you expressly agree to bebound by whatever action or commitment such terms reference; and
f) references to times of day are to Kuala Lumpurtime and references to a day are to a period of 24 hours running from midnighton the previous day.
This Agreement is a binding contract between you and us, andit sets out your and our rights and obligations with respect to your membershipwith this Platform and your use of the Platform. In executing this Agreement,you are indicating that you agree to adhere to, and be bound by, all of itsterms.
The terms of this Agreement are not exhaustive and aresubject to other sources of information relating to these processes which canbe found in other documents on the Platform. In particular, by using thePlatform, you shall be deemed to have agreed to the Platform Agreements. Forthe avoidance of doubt, the terms of this Agreement prevail over the terms ofany agreement to which you agreed before this Agreement (including PlatformAgreements as updated from time to time).
We may choose to amend this Agreement from time to time. Ifwe choose to amend the Agreement in a manner that affects any of yoursubstantive rights, we will promptly notify you of such amendments. Suchnotification may occur by email, by notice to you when you log onto thePlatform, or by other means. If we provide such notice and you do not object bythe means given in the notice prior to the amendments taking effect, you shallbe deemed to have agreed to the amendments. If you object to an amendment, suchamendment will not be effective with respect to you. However, please note that yourrejection shall be deemed to constitute your notice of termination of yourmembership in accordance with Clause 11.1 (Termination by You).
This Agreement is to meet legal obligations imposed on us throughlegislation and under the terms and conditions of our equity crowdfundingregistration with SC. These obligations include informing you of variousprocesses in relation to your investment through the Platform.
In accordance with requirements imposed by SC, the followingthree categories of Investors are allowed to participate and invest in theOffers:
Eligibility: Malaysia Tax Residents: Institutional Investorwith minimum net assets of RM10 million and High Net Worth Individuals withtotal wealth or net personal assets of RM3 million and above (either RM orforeign currency equivalents),
Eligibility: Non-Malaysia Tax Residents: Same definition asabove in Foreign currency equivalents
Investment limit: None
Eligibility: Registered member of Malaysia Business AngelNetwork
Investment limit: Max of RM 500,000 (or its foreign currencyequivalents) within a 12-month period
Eligibility: All non-sophisticated and non-angel investors
Investment limit: Max of RM 5,000 per issuer, and not morethan RM 50,000 (or its foreign currency equivalents) within a 12-month period.
In order to join as an Investor under the Platform, you must:
Notwithstanding the above, our decision on authorising youto act as an Investor under the Platform is entirely ours. We will not beliable to you for any direct or indirect losses (including loss of profits,business or opportunities), damages, or costs arising from our decision not toauthorise or permit you to be an Investor of the Platform.
Upon becoming an Investor, you will be able to view majorityof the Offers on the Platform. However, some Offers may be reserved forspecific or restricted group of investors at our discretion.
Investors that are not resident in Malaysia (“ForeignInvestors”) may still be eligible to invest through the Platform. However, ForeignInvestors are themselves wholly responsible for complying with all laws intheir country of residence or other country from which they access or attemptto access the Platform. Fundnel accepts no responsibility for any breach ofsuch laws. In particular, most overseas countries have securities laws thatregulate the offering of financial products (including equity securities) tothe public, and no Offer is made through the Platform or may be accepted by anyForeign Investor if to do so would constitute a breach of any such law ortrigger any filing, registration, authorization, or approval requirement.
All Investors, by accessing the Website (whether from withinor outside Malaysia or resident within or outside Malaysia), shall be deemed torepresent to Fundnel and its directors, on each occasion the Website isaccessed or any moneys are invested, that they are doing so in compliance withall applicable laws, and that all information provided is accurate, complete,and up-to-date, and that they accept that they shall liable in damagesaccordingly for any costs or losses suffered by Fundnel or any of its directorsas a result of any such non-compliance or alleged non-compliance.
You agree to notify us, in writing, should any of thedetails which you have provided to us have changed. This is particularlyimportant for any change in email address, as your email is the principalmedium of communication between Fundnel and you.
You must inform us as soon as reasonably practicable if youcease to be eligible as a Member or an Investor. If that happens, yourmembership will be suspended in accordance with Clause 11.3 (Suspension). Ifyou later become eligible again to be an Investor and inform us of this, yourmembership may be reinstated at our discretion. We may require furtherinformation from you to determine your re-eligibility.
Upon execution of this Agreement, you will become anInvestor under the Platform. You will remain an Investor until and unless yourmembership is terminated or suspended in accordance with Clause 12(Terminations of Platform Access and Agreement).
In becoming an Investor, you confirm that we have notsolicited your membership or your investment, and that you have visited thisPlatform of your own volition.
If and to the extent that you make an investment through thePlatform, you are our client, and we will treat you as our client for all purposesrelated to the particular investment.
We do not provide any advice with respect to any aspect oftransactions conducted through the Platform, other than advice on the technicaluse of the Platform. This means, among other things, that we cannot give youany legal, tax, financial, or other advice in connection with your membershipor any investments you make through the Platform, and nothing on the Platformor in any communications we send to you is intended to constitute advice. Ifyou need or want advice, you should consult an appropriate professionalfinancial, legal, tax, or other adviser.
In executing this Agreement, you agree that all of theactivities that we conduct with you take place within Malaysia regardless ofwhere you may be physically located at the time you use the Platform orotherwise engage with us. This means that you agree that your interactions withus are governed only by and subject only to the laws of Malaysia, and not tothe laws of any other country in which you may be physically present at anygiven time, and that any redress you may seek from us in any circumstances mustbe sought under Malaysia law.
Without prejudice to the foregoing, you acknowledge that additionallaws and regulations may apply to your access to and use of the Platformdepending on the jurisdiction you are based in and further agree to comply fullywith the same.
Your interactions with us will mostly take place through thePlatform. We may at times interact with you via email, telephone, or in person,but in general you should expect that you will not be able to communicate withus via any means other than the Platform. If you are uncomfortable with thePlatform being the primary means of communication, you should not execute thisAgreement and become a Member.
You are solely responsible for your interactions with otherMembers through the Platform or through any other means. We reserve the right,but are not obliged, to monitor actions and disputes between you and otherMembers.
Should you have any enquiries or wish to lodge anycomplaint, please contact firstname.lastname@example.org. All enquiries and complaintswill be handled by our designated officers.
In the event you become an Investor, you will be able toview the Issuers available for investment upon logging on to the Platform. Youwill initially see a summary of information about the Issuers that arecurrently seeking capital hosted through the Platform (referred herein as "DealTable").
You can click through any Deal Table to see additionalinformation about the Issuer(“Deal Details”). The Deal Details containadditional information about the relevant Issuer. All Offers (including the Deal Table and Deal Details) on thePlatform are created by the Platform based on information and disclosuresprovided by the relevant Issuer.
Limits on the amount you may invest in Issuers may applydepending on your Investor category. Please see Clause 4.1.
We review the disclosure document each Issuer lodges with usabout their Offer for accuracy before making them accessible to Investors onour Platform.
Our review of each Offer (including the review process describedin Clause 7.3) and posting of the same on the Platform do not mean that we (a) recommendyou invest in the Issuer; (b) believe the Issuer is likely to be successful, or(c) endorse the Offer in any way.
We are not responsible, and will not be liable to you, ifthe fundraising campaign of any Issuer you invest into is unsuccessful. Theinvestment decision with respect to any investment through the Platform isyours and yours alone. Apart from what is contained in the Offer, we have notreviewed or approved any other information about the Issuer, including anyinformation on websites that are linked to from the Offer (such as, withoutlimitation, the website for the Issuer or the social media profiles ofentrepreneurs or of the Issuer itself).
Offers are presented on the Platform in confidence. Youshall not use information about any Offer on the Platform in any unlawfulmanner; to compete with or otherwise impede the success of the relevant Issuer;or to solicit any employee, customer, or supplier of any Issuer. We reserve theright to take such actions against you as we see fit if you do so.
SC requires each Issuer to be a private limited company orventure capital company. Given this, and the fact that several Investors mayinvest in the same Issuer, investments in Issuers may be structured as:
After reviewing an Offer, you may choose to make aninvestment in the Issuer by clicking on the appropriate button. You will beasked to indicate how much you will invest.
Before you may transfer any funds, you must pass ourcompliance checks (including ‘know-your-client’ checks). Once we are satisfied,we will update you. You shall then make immediate payment for your investment viaan online payment solution or offline via cheques/banker’s cheques/telegraphictransfer, per the instructions communicated to you in each case. Please seeClause 7.8 for further information on how we handle investment monies.
You must follow the payment instructions communicated toyou, as these are based on requirements from SC. We will not accept funds thathave been transferred in breach of our payment instructions.
If you do not make timely payment, you will be deemed not tohave made any investment.
We hold investor monies in a trust account held with aregulated third party trustee.
Transfers to Trust Account
Refunds to Investor(s)
In the event that any Offer does not proceed, or any investment/Offeris cancelled:
The cooling-off period is six (6) Business Days from the dayof the closing of a successful Offer (“Cooling-off Period”). During the Cooling-offPeriod:
Each of the following events is considered a “MaterialAdverse Change”.
As an Investor, you hereby agree and acknowledge thatFundnel has the sole and absolute discretion to determine whether a MaterialAdverse Change has occurred. In the event of a Material Adverse Change, we willinform you via email of this. You will be given an opt-out option within ten(10) calendar days from the day of receiving this email notification.
If the Material Adverse Change:
you as a participating Investor will be immediately notifiedand the Offer period will be extended by ten (10) calendar days to allInvestors so that Investors may inform us about whether they wish to proceed withor withdraw from investing in such Offer. An Investor who does not respond orobject to such notification is deemed to agree to continue investing in the relevantOffer.
For the avoidance of doubt, in the event we decide not toproceed with the fundraising, your investments will be refunded in accordancewith Clause 7.8(b).
Completion of an Offer (“Completion”) will take place onlyafter the following conditions have been satisfied.
Upon Completion, all the investment funds in the TrustAccount will be released to the Issuer after the Trustee’s receipt of thewritten confirmation issued by Fundnel in accordance with the terms andconditions of the Trust Deed.
Upon Completion, the final step for your investment will beto become a direct shareholder in the Issuer, a shareholder of an investmentholding company/vehicle/entity which holds shares/interests in the Issuer, oran indirect shareholder through a nominee or trust arrangement (as the case maybe).
The Issuer is responsible for liaising and instructing itscompany secretary or any other service provider as may be required to provideyou with written documents for Completion (for example, the constitution of theIssuer, share certificate, shareholders’ agreement, limited liabilitypartnership agreement, nominee agreement, or such document which reflects thenature of your shareholding or interest in the Issuer) for your record throughthe means provided on the Platform.
Your relationship with the Issuer, other Investors, and theboard of directors (if relevant), will be regulated by the constitution of theIssuer, the shareholders’ agreement, limited liability partnership agreement,nominee agreement or such other document which reflects the nature of yourshareholdings or interest in the Issuer.
As an Investor, you hereby acknowledge and agree that theresponsibility to ensure Completion and execution of all investment and transactiondocuments as described in this Agreement shall be the sole responsibility ofthe Issuer, and that the Issuer shall be liable for any loss or damage you maysustain in relation thereto notwithstanding that Fundnel may from time to time andat its sole and absolute discretion assist the Issuer in relation to Completion.
Maintenance of the investment limit as described in thetable set out in Clause 4.1 (Investment Category) is the sole responsibility ofthe Investor. Subject to the investment limit, you may invest multiple times inthe same business if you so choose. In order to do so, you will need to repeatthe process described above.
Depending on your individual tax position, you may be liableto pay taxes on any dividends or gains you receive from your investments.Payment of these taxes is entirely your responsibility and save as required byMalaysian law, we will not deduct or withhold any taxes for you or provide youwith any statements or information with respect to your tax liability.
As an Investor, you may be entitled to certain dividends inan Issuer in accordance with the terms of investments entered into between youand the said Issuer. Please note that any declaration of dividends by the saidIssuer may trigger statutory requirements under the Companies Act 2016, includingrequirements for directors of the Issuer to prepare solvency statements and toprocure relevant approvals from the Issuer’s directors and shareholders (asapplicable), or relevant transactions and agreements.
The fees which may be applicable to the Members are setforth in the fee section of the website.
We reserve the right to amend our fees and its contents atany time. In the event of a materially new service or product line, we willinform you through the Platform or by email.
For the avoidance of doubt, any fund, payment or fee made tous in foreign currency (i.e., any currency other than Malaysian Ringgit) willbe converted to such amount that is required to be paid in Malaysian Ringgit atwhichever prevailing exchange rate of Fundnel's or the Trustee's bank on theday of actual transfer – and therefore you may potentially pay more, or less,in your foreign currency on the day of actual transfer. Any payment that isrequired to be refunded to you will be converted from Malaysian Ringgit to itsoriginal foreign currency based on the prevailing exchange rate of the escrowbank on the same day of transfer – and there is therefore no assurance that youwill receive the same amount of foreign currency than what you have initiallyspent.
Acting as an Issuer does not preclude you from also actingas an Investor, either contemporaneously or at a different time. In the eventthat you choose to act both as an Investor and as an Issuer, the provisions ofthis Agreement apply to you to the extent that you are acting as an Investor,and the provisions of the Membership Agreement for Issuer will apply to you tothe extent that you are acting as an Issuer.
If you no longer wish to be a Member of the Platform, youmay terminate your membership at any time by notifying us pursuant to thenotification process set forth in Clause 20.1.
We may terminate your membership at any time and for any orno reason. Matters of concern include, but are not limited to, the following:
If information provided to us pursuant to Clause 4.6 (Ceasesto be Eligible) that states or leads us to believe that you are no longereligible to be a member of this Platform, we may suspend your membership untilwe determine that you are again eligible to be a member of the Platform.
If your membership is terminated pursuant to Clause 11.1(Termination by You) or Clause 11.2 (Termination by Us), or is suspendedpursuant to Clause 11.3 (Suspension), you will no longer be able to makeinvestments through the Platform, and we will not be liable to you for anylosses, damages or costs arising from such termination or suspension.
If we receive proof of your death that is satisfactory tous, we will terminate your membership pursuant to Clause 11.2 (Termination byUs). If at such time you still have any ongoing investments through thePlatform, they will be handled as set forth in the relevant Constitution of therespective Issuer.
If your membership is terminated pursuant to:
Notwithstanding Clause 12.1 (Termination upon Conclusion ofActivities), there are circumstances in which we may terminate your access tothe Platform even if you still have investments under the Platform. Thesecircumstances may include, but are not limited to, your usage of the Platformin any way:
If your access to the Platform is terminated pursuant tothis Clause and you still have an ongoing investment via the Platform, we willfollow the process set forth in the relevant Constitution of the respectiveIssuer with respect to how that investment is to be handled.
Upon termination of your access to the Platform pursuant toClause 12.1 (Termination upon Conclusion of Activities) or 12.2 (Terminationfor Malfeasance), this Agreement shall terminate, and neither you nor we shallcontinue to be bound by its provisions other than those provisions that survivetermination pursuant to Clause 19.7.
In addition to the information set forth in each Offer, wemay provide on the Platform information about investing in or operatingearly-stage businesses generally, or other matters that we believe may berelevant or of interest to you (“Additional Information”). None of the AdditionalInformation, including information about historical returns, can be relied onas a guarantee or indication of any particular result and the Additional Informationdoes not constitute any form of advice, recommendation, or endorsement by us.We cannot assure you that any Additional Information is complete, accurate, andup-to-date or error free and we will not be liable to you for any loss, damages,or costs if it is not. To the extent that any Additional Information constituteslinks to their websites or third-party contact details, we take noresponsibility for the availability or accuracy of such websites or contactdetails or the acts of such third parties.
From time to time we may send you emails with informationabout activity on the Platform, including new Offers and the progress ofexisting ones.
Any emails we send you about activity on the Platform do notconstitute advice or a recommendation to invest. From time to time we may alsosend you emails with respect to your membership, our business, this Agreement,or other matters that we reasonably believe are relevant to you. As anInvestor, you may subscribe to our periodical newsletter via email orapplicable social media channel as the case may be, to receive regular updateson upcoming deals or campaigns that we offer from time to time.
In accordance with legal and regulatory requirementsapplicable to us as a recognized market operator, we will retain recordsrelevant to your membership, any activity you conduct on the Platform, and yourparticipation in any Offer for a minimum period of seven (7) years followingthe termination of your membership.
Records relating to the Platform kept by us shall beconclusive evidence of the facts and matters they purport to record.
We do our best to ensure that our interests do not conflictwith yours, and we have deliberately designed our fee structure so that weprimarily earn a percentage commission from when you make an investment.Nevertheless, as a platform provider, we are not your representative or agentand at times our interest may conflict with yours.
As an Investor, you should note that we or our employees maychoose to invest in businesses that seek capital through the Platform (whetherwe do so through the Platform or otherwise). Although the incentives relevantto such investments are likely to be aligned with your incentives, they may notbe perfectly aligned.
We will notify you as soon as possible after we have taken adecision to cease trading (“Cease of Trade”). In the event of Cease of Trade,all active Offers will be terminated and any amounts contained in the Accountwill be returned to your nominated account without any interest and net of anytransaction fee(s) or exchange rate loss. The shares orinterests in which youhave invested will be handled as set forth in the constitution of therespective Issuer.
You shall be liable to us for any and all direct or indirectloss or damage suffered by us as a result of any breach of this Agreement orany other agreement which you enter into with us.
We shall be liable to you for any loss or damage which youmay suffer as a direct result of being a Member or using the Platform to theextent that such loss or damage direct and solely arises from our breach ofthis Agreement or was the direct result of wilful default or fraud by us. Anyliability we may owe to you for any loss or damage arising directly from yourinvestment in any Offer shall be limited to no more than the amount youinvested in such business through the Platform (and without regard to anysubsequent appreciation in the value of the shares or interests purchased insuch investment).
We shall not be liable to you for any and all direct orindirect loss or damage arising out of or in connection with:
· anymatter for which liability is expressly excluded under this or any otherPlatform Agreement;
· anyerror, false statement, or inaccuracy in any information provided to us,including information from you, an Issuer, or another Member; or
· anymisrepresentation, wilful misconduct, or any other act by another Member.
Nothing in this Agreement shall limit any other liabilitythe exclusion or limitation of which is not permitted by the applicable law orregulation.
We may assign, novate, transfer or delegate any or all ofour obligations or rights under this Agreement to any person, provided that (a)the approval of SC (if required) has been obtained or the notification to SC(if required) has been made and (b) we are satisfied that such person iscompetent to perform or exercise the obligations or rights so delegated. We mayprovide information about you and your activities on the Platform to any personto whom we assign, transfer or delegate our obligations or rights.
Your membership under this Platform is personal to you. Therefore,none of your rights or obligations in connection with your membership oractivities on the Platform may be assigned, novated, transferred, or delegatedto any other person unless otherwise expressly provided in this Agreement orany other agreement(s) you enter with us. Any attempt to transfer, novate,assign, or delegate any of your rights or obligations in contravention of thisclause shall be null and void.
This Agreement shall not be construed so as to create apartnership, joint venture, or principal-agent relationship between you and us.
No failure or delay by you or us in exercising any of ourrights under this Agreement shall be deemed to be a waiver of that right, andno waiver by you or us of a breach of any provision of this Agreement shall bedeemed to be a waiver of any subsequent breach of the same or any otherprovision.
If any provision of this Agreement is held by any court orother competent authority to be invalid or unenforceable in whole or in part,this Agreement shall continue to be valid as to its other provisions and theremainder of the affected provision.
Except as set forth in Clause 3.2 (Relationship with OtherAgreements), this Agreement contains the entire agreement between you and us,and supersedes and replaces all previous agreements and understandings betweenyou and us, with respect to the matters set forth herein. You and weacknowledge that, in entering into this Agreement, neither of us are relyingon, and shall have no remedies in respect of, any representation, warranty,pre-contractual statement, or other provision except as expressly provided inthis Agreement.
You and we shall from time to time (both during thecontinuance of this Agreement and after its termination) do all such acts andexecute all such documents as may be reasonably necessary in order to giveeffect to the provisions of this Agreement.
Your and our costs and expenses (including professional,legal, and accounting expenses) of the preparation, negotiation, and executionof this Agreement and all associated documentation shall be borne by you and usrespectively.
All disclaimers, indemnities and exclusions in thisAgreement shall survive termination of the Agreement for any reason.
We are not in breach of this Agreement if there is, andshall not be liable or have responsibility of any kind for any loss or damageincurred by you as a result of, any total or partial failure, interruption ordelay in performance of our duties and obligations occasioned by any act of God;natural disaster; act of government, state, governmental or supranational bodyor regulatory authority; war; civil disruption; pandemic; terrorism; labourdisputes; or any other event, circumstance, or state of affairs (whether or notsimilar in kind to any of the above) beyond our reasonable control.
Users may address any complaint to us by writing to us underthe “Find Out More” section of our website.
We will attempt to achieve an amicable solution for yourcomplaint. Unresolved disputes will be referred to our oversight bodycomprising our Board of Directors, Chief Executive Officer, and such otherperson or persons deemed appropriate by Fundnel to be part of the oversightbody.
If you are dissatisfied with our response to the complaint,you may refer the complaint to SC by contacting the Investor Affairs &Complaints Department, details of which are as follow.
Investor Affairs & ComplaintsDepartment
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991
If any dispute remains unresolved, the parties shall firstresolve any dispute in a good faith manner and bring any dispute beforearbitration in Singapore in accordance with the Arbitration Rules of theSingapore International Arbitration Centre (“SIAC”).
The parties further agree that following the commencement ofarbitration, they will attempt in good faith to resolve the dispute throughmediation at the Singapore International Mediation Centre (“SIMC”) inaccordance with the SIAC-SIMC Arb-Med-Arb protocol of the time being in forcebefore having recourse to litigation.
This Agreement shall be governed by and construed inaccordance with the laws of Malaysia.
Unless expressly provided to the contrary in this Agreement,a person who is not a party to this Agreement may not enforce any of its termsof this Agreement, and, notwithstanding any term of this Agreement, no consentof any third party is required for any amendment (including any release orcompromise of any liability) or termination of this Agreement.
By signing up as an Investor on the Platform and by continuingto have an Investor account on the Platform, you acknowledge that you haveread, understand, and agree to this Investor Agreement. This Agreement shall bedeemed duly executed and shall be effective and binding upon you as anInvestor.
Any notice from you to us in respect of this Agreement, yourmembership, or your activities on the Platform shall be given by email email@example.com except where this Agreement, a Platform Agreement, or acommunication from us to you sets forth alternate means by which you must giveus notice.
Any notice from us to you in respect of this Agreement, yourmembership, or your activities on the Platform may be given either through thePlatform or by email to the address set forth in your profile.
Notices given pursuant to this Clause 20 through thePlatform or by email shall be deemed received by the recipient upon despatch. Ifyou give us notice by means other than those set forth in Clause 20.1 and we infact receive it, we may, but are not required to, choose to deem the noticereceived upon our actual receipt of it.
All notices given under this Agreement shall be in theEnglish language.
The Parties shall at all times keep confidential (and shall procurethat where applicable, its representatives, directors, officers, employees,agents and advisers shall keep confidential) any and all confidentialinformation relating to this Agreement and all other documents relating to orin connection herewith (“Confidential Information”) and shall not disclose suchinformation to any other person without the prior written consent of the other Party,except:
This Clause 21 (Confidentiality) shall survive terminationof this Agreement for any reason.