The Website is owned by Fundnel Technologies Sdn Bhd, a company incorporated under the laws of Malaysia. The Website and Services are operated by Fundnel Technologies Sdn Bhd with a related company, Fundnel Pte. Ltd. (“Fundnel”, “we”, “us”).
Fundnel is registered with the Securities Commission Malaysia as a registered market operator for equity crowdfunding. Fundnel is not permitted to undertake, and will not facilitate, secondary trading via the Website.
Fundnel reserves the right to refuse access to or use of theWebsite or Services to anyone and to reject, cancel, interrupt, remove, or suspend any campaign, contribution, or Services, or access to or use of the same generally, at any time and without notice for any reason without liability.
This Website and the Services are not directed at or intended for distribution to or use by any individual or entity who is a citizen or resident of (or located or established in) any jurisdiction where the access to or use of the Website or Services would be contrary to applicable law or regulation or would subject Fundnel to any registration or licensing requirement in such jurisdiction. Your ability to access the Website orServices is not, and shall not be construed as, any act or omission that would contravene such law or regulation; representation that such registration or license has been obtained; or attempt to circumvent any registration or licensing requirement by Fundnel. Persons who wish to access this Website are required by Fundnel to inform themselves of and to observe any legal or regulatory restrictions which may affect their eligibility to access theWebsite or use the Services. Professional advice should be sought from a financial or other professional adviser regarding the suitability of any investments.
Nothing on this Website constitutes an offer, promotion, recommendation, inducement, solicitation, or invitation to subscribe for or acquire Securities (as defined below) in any jurisdiction in which such offer, promotion, recommendation, inducement, solicitation, or invitation is unlawful or unauthorised, and is not made or intended to be made to any person to whom it would be unlawful to make such offer, promotion, recommendation, inducement, solicitation, or invitation. No action has been or will be taken under any legislation or regulation of any jurisdiction in order to permit any public offering of Securities. The accessibility and usage of this Website, the viewing of offers lawfully made via this Website, and the subscription or acquisition of Securities that are the subject of an offer lawfully made via this Website in certain jurisdictions may be restricted by the relevant laws in such jurisdictions.
If you are using our Website or Services on behalf of a legal entity (e.g., a company interested in investing in a campaign displayed on the Website or a company interested in raising funds), you warrant that you have the right to enter into agreements on behalf of such legal entity and otherwise represent such legal entity in all your interactions with us.
The trademarks, service marks, trade names, and logos used and displayed on the Website (the “Trade Marks”), are registered and unregistered trademarks of Fundnel, our related corporations, or third parties.Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trade Marks displayed on theWebsite, without the written permission of Fundnel or any other applicable trademark owner. The name of Fundnel may not be used in any way without the prior written permission of Fundnel.
The Website may include, at any given time, content, information, applications, programmes, text, graphics, logos, icons, images, sound clips, video clips, data compilations, or other materials displayed herein, as well as the Website’s page layout, underlying code, and software(collectively, the “Content”). All of the Content is the property of or licensed by Fundnel, our related corporations, or third parties with whom we do business, and is protected by Singapore and international intellectual property laws and other relevant laws. You may not reproduce, republish, copy, display, broadcast, hyperlink, mirror, frame, transfer, transmit, distribute, store, orin any other fashion re-use or distribute the Content in any manner or by any means unless otherwise indicated on the Website or unless given express written permission to do so by Fundnel. Permission will only be granted to you to download, print, use, or create links to the Content for wholly personal, non-commercial purposes, provided that you do not (i) modify the Content and (ii) attempt to revise, remove, hide, or appropriate all copyright and other proprietary notices contained in the Content. In addition, you may also create links to any part of the Website which is accessible to non-Members.
Aside from the Content, trademarks owned by third parties that we may not do business with (including Facebook, Twitter, and LinkedIn) and the other names of companies, products, programmes, applications, systems(including messaging systems), and solutions may be mentioned or referred to on the Website. These marks are, and remain entirely, the trademarks of their respective owners or holders. Fundnel does not represent itself, or otherwise hold itself out, as being connected, associated, or affiliated in any way with the owners or licensees of those marks and, in particular, for the trademarks of Facebook, Twitter, and LinkedIn.
Some pages of this Website are open to all Users and may be accessed by any person. However, access to and use of password-protected or secure areas of the Website is restricted to authorised users only. You may not obtain or attempt to obtain unauthorised access to such parts of the Website, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to receive more information regarding the campaigns displayed on the Website, to submit a campaign to theWebsite, or to submit binding offers in respect of a campaign, you have to create a user account in accordance with the instructions set forth on theWebsite. Even after you create a user account and sign in, you may not have access to the entirety of the Website.
When the user account has been verified and approved by Fundnel, you will become a user of the Website (“User”). Users may be: (i)investors (“Investors”) interested in investing in a campaign on the website or(ii) entrepreneurs (“Entrepreneurs”) seeking funding for the campaigns of the private limited companies or other legal entities that they own or control (each, a “Company”).
Users agree and warrant that they will not disclose(wilfully, negligently, or otherwise) credentials of their user accounts to any third party or otherwise allow any third party to use their user accounts or their access to the Website or Services. If any User has reason to believe that a third party has gained access to his user account without his permission, that User must immediately inform Fundnel of this.
Each User agrees that any use of or access to the Website orServices and any information, data, instructions, or communications referable to his user account shall be deemed to be: (i) use of or access to the Website or Services by such User; or (ii) information, data, instructions or communications carried out, transmitted from, issued by, or otherwise validly originating from, such User, and that such User shall be bound by any access or use (whether such access or use is authorised by such User or not) or instructions or communications referable to such User’s user account. Fundnel shall be entitled to act upon, rely on, or hold such User solely responsible and liable in respect thereof as if the same were carried out, transmitted, or validly issued by such User.
Fundnel has the right to cancel any user account if it is not accessed for a continuous period of 365 days.
Issuers may raise capital on the Website (“Investment-basedCrowdfunding”) by purchasing securities issued by such Issuer (the “Securities”).An Investor may consider potential investments in shares in an Issuer or invitations to make bids for shares in an Issuer (“Offer(s)”) through the subscription of shares by the Investors on the Website. Entrepreneurs may submit the campaigns of their respective Issuers to Fundnel through the Website in accordance with the conditions stated thereon for such submissions. All crowdfunding campaigns shall be conducted in accordance with the terms of the relevant agreement(s) governing each such campaign. Fundnel is not and will not be acting in any capacity as a placement agent or a financial, legal, tax, or other professional advisor for any potential transactions that take place, if any. Investors who participate in and Companies who hold any campaign on the Website or through Fundnel understand and acknowledge that Fundnel does not assume any advisory, fiduciary, professional, or similar or other duties or act as any type of professional adviser to such Investor. No such Investor should not rely on any information contained on the Website in making an investment or other decision. Fundnel assumes, and you agree that we are entitled to rely on the assumption, that every such Company or Investor has taken or will take the necessary independent legal, tax, financial, or other advice in connection with any activity in any campaign or on the Website.
Please note that we may allow only certain types of investors to participate in selected campaigns. To illustrate, we may restrict certain Investment-based Crowdfunding campaigns to be offered only to sophisticated investors. Persons who wish to invest as sophisticated investors in such restricted campaigns are required to declare themselves as a sophisticated investor prior to participating in any such campaign.
Fundnel reserves the right to control the look and feel of the Website.
Fundnel shall be entitled to publish any notices or disclaimers on the Website at any time in connection with a User, Issuer profile, or fundraising campaign in the manner and to the extent deemed necessary by Fundnel at its sole discretion (such as for the purposes of our internal operational policies or any guidelines or regulations applicable to us).
The Website may include content, information, text,graphics, logos, icons, images, sound clips, video clips, data compilations, or other materials submitted by Usefor inclusion inor posting through the Website or Services (the “User Materials”).
Fundnel neither endorses nor assumes any responsibility in respect of the User Materials. The Users submitting their User Materials: (i)are solely responsible for their Users Materials, including the truth, completeness, and accuracy thereof; (ii) warrant and represent that they have the right and authority to submit their User Materials and that their UserMaterials do not infringe the intellectual property rights or any other rights of any third party; and (iii) hereby grant to Fundnel a non‑exclusive, worldwide royalty-free, irrevocable licence and right to host, transmit, distribute, or use (which will include the right to copy, reproduce, or publish) the User Materials in connection with the operation of the Website and the provision of the Services to Users and for the purposes such Users have instructed or requested of Fundnel.
Entrepreneurs seeking funds for their Issuers may, subject to Fundnel's prior approval, host their respective Issuers on the Website for fundraising purposes.
An Issuer profile may be created or a campaign initiated to start a fundraising round by an Entrepreneur acting on behalf of the Issuer. The Issuer profile is solely for informational purposes, including for Investors to understand the Issuer’s business model, and Fundnel does not provide any warranty as to the truth, completeness, or accuracy of any Issuer profile. The fundraising round is an investment round during which an Investor may make an Offer. Please note that every Offer will be subject to the approval of the relevant Issuer.
The campaign shall be open for the maximum period of time set forth on the Website from time to time. Notwithstanding this, should the total amount of funds targeted by the Issuer to be raised through the sale of Securities (the “Targeted Amount”) be reached before the end of the time frame set for the campaign, the campaign may be closed automatically at the discretion of the relevant Entrepreneur (acting on behalf of the Issuer). Once the campaign has closed, Fundnel will remove the ability of Investors to provide Offers to purchase the Securities, though such campaign may still be visible to Users as an example of a former campaign.
During an Investment-based Crowdfunding campaign, anInvestor may report his or her interest to contract into the fundraising by specifying the number of Securities that he or she would like to invest in. AnyInvestor may indicate his or her interest in making an Offer in anInvestment-based Crowdfunding campaign by specifying the amount the Investor wishes to make available to the Issuer.
In the event that the Offer is accepted by the Investor, Fundnel will provide to all accepted Investors, upon request, all documentation necessary for completing the investment (including the provision of the subscription agreement for the purchase of the Securities (the “Subscription Agreement”). After an Investor wishes to make a binding offer to contract for the Securities, suchInvestor shall, subject to the satisfactory completion of necessary ‘know-your-client’, anti-money laundering, and countering the financing of terrorism checks, enter into a Subscription Agreement with the Issuer. The Subscription Agreement maybe executed electronically or physically. Upon the execution of theSubscription Agreement, the Investor shall arrange for the transfer of the monies for the purchase of the Securities under the binding offer (the “Monies”) to the prescribed trust account operated by Fundnel (the “Trust Account”).
Where a campaign successfully raises the Targeted Amount, the Issuer has the sole discretion to decide which Offers from any of theInvestors to accept. Fundnel shall notify the trustee, PacificTrustee Berhad, who will hold all Monies on trust for subsequent release to the Issuer net of all transaction costs and related expenses of the campaign as set out in the Issuer Agreement. Subject to any additional conditions that may be applicable in each case, theIssuer will upon receiving the Monies issue the Securities (under the terms of the Subscription Agreement) to the relevant Investors as further set out in the Subscription Agreement and the Investor Agreement (as the case may be).
You agree that Fundnel is only a social and meeting platform for Users (i.e., both Entrepreneurs seeking funds for their Issuers and Investors interested in funding Issuer) and that Fundnel does not provide any advice (financial, tax, legal, or otherwise). Apart from certain general prerequisites such as the type of investment instrument and the type of investors, Fundnel does not at any time set the specific prerequisites for any campaign. Such specific prerequisites include, but are not limited to, the number of Investors that may be accepted, the number of Securities to be offered or sold the valuation of any Issuer, and investment amount, and shall always be set by the Issuer.
With respect to Investment-based Crowdfunding campaigns, as an Investor, you agree and are aware that any Subscription Agreement you enter into will be between the Issuer and yourself only. Fundnel will not be a party to the Subscription Agreement.
Any decision to contract for Securities is solely the decision of such Investor. Under no circumstances shall Fundnel be involved in or liable for the non-payment of any investment amount by any Investor or for any settlement process.
Each Transaction Agreement is an agreement entered into directly and only between the relevant Issuer and an Investor investing in a campaign. In no event shall Fundnel establish or be required to establish any Transaction Agreement with such an Investor.
Fundnel has the right to deny access to any Issuer profile, campaign, the Website, or Services at any time and for any reason. Entrepreneurs agree, represent, and warrant that all the content, information, data, or materials provided for posting or distribution on or through the Website orServices is true, complete, and accurate.
Should any such content from any Issuer or Entrepreneur infringe the intellectual property rights of a third party, the Entrepreneurs agree to the immediate removal of all infringing parts of the content and to fully indemnify and hold Fundnel and its related parties harmless from and against all damages, costs, and expenses directly or indirectly incurred as a result of such infringement. Should Fundnel become aware or suspect that such content infringes any third party's intellectual property rights, Fundnel shall have the right to promptly remove such content from the Website in its sole discretion.
You agree and warrant that you will not (and will not permit, facilitate, or assist any third party to) publish, post, transmit, transfer, distribute, or upload any content, data, information, or materials on or through the Website or the Services which: (i) is or may be false, indecent, misleading, untruthful, or inaccurate; (ii) promotes or encourages or may promote or encourage illegal or unlawful activity; (iii) is or may be racially or ethnically or otherwise offensive; (iv) constitutes or may constitute agitation against a minority (such as a national or ethnic group); (v)constitutes or may constitute defamation; (vi) contains or may contain pornography or is in any other way sexually explicit; (vii) discriminates or may discriminate on any basis including sexual orientation or religion; (viii) may not be lawfully disseminated under applicable laws; (ix) you know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with the Website or the Services; (x) is or may in anyway be harmful, abusive, offensive, or illegal; or (xi) infringes the rights of any third party.
Fundnel is under no obligation to monitor or review discussions, messages, blogs, chats, postings, transmissions, bulletin boards, and the like that are on the Website or provided through the Services, and assumes no responsibility or liability arising from the same.
You represent, warrant, and fully understand and agree that the provision of the Website and the Services and any approval of any campaign by Fundnel are not: (i) an endorsement of any Issuer, campaign, or Securities referred to in relation to the Services or on the Website; (ii) a representation that Fundnel has performed any due diligence on any such Issuer or Securities; or (iii) a representation by Fundnel that any information provided by the Entrepreneur or Issuer is complete, accurate, true, fair, and not misleading. Any use or reliance on any such information is at your own risk and Fundnel shall not be liable for any losses arising from or incurred by you in connection therewith. Fundnel is not responsible or liable for the accuracy and completeness of any such information and for the performance or outcome of any investment made by you after receipt of such information.
You acknowledge that you are aware that the Issuers involved in the campaigns are often in a very early stage and are seeking financing to grow their business. You warrant that you are aware that investing in a campaign involves a high degree of risk, that a campaign may never be realised, and that all or parts of your investment may be lost. You agree that Fundnel shall not be liable for any transactions undertaken by you further to any campaign or the Services. The Securities offered by Issuers may not be suitable for all Investors, and certain Users may not be eligible to participate in some or all of the campaigns featured on the Website. Investors should independently evaluate the Securities and, where necessary, seek advice from a financial adviser regarding the suitability of such items in light of their specific investment objectives, financial situation, and particular needs before making a commitment to purchase any such items. Users are advised to conduct their own evaluation and consult with their own legal, business, financial, tax, and professional advisers to determine the appropriateness and consequences of any investment in the Securities. Fundnel does not represent that any of its agents, nominees, directors, officers, or employees has any authority to advise Users, and Fundnel does not purport to advise Users on any investment contemplated or undertaken.
You agree that you are solely responsible for the use of the Services and any decision to invest in a campaign, and agree to be solely liable for all consequences arising therefrom.
The Website and Services are provided on an ‘as is’ and ‘as available’ basis. Fundnel does not make any warranty or representation (express, implied, or otherwise) as to the accessibility, quality, suitability, accuracy, adequacy, fitness for use, or completeness of the Website or Services, and expressly disclaims any and all liability for errors, delays, or omissions in the Website or Services as well as for any consequences resulting directly or indirectly therefrom. No warranty of any kind, whether implied, express, or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given or may be implied in conjunction with the Website or Services. Further, no warranty is given that the Website or Services are free from any computer virus or other malicious, destructive, or corrupting code, agent, program, or macros.
There are situations when the Website or Services will be inaccessible, unavailable, or disrupted, including: (i) necessary maintenance; (ii) circumstances outside the control of Fundnel (i.e., external causes such as net access failure, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship); and (iii) modification, upgrading, suspension, or discontinuation of the provision of or removal of the Website orServices (whether in whole or in part) from time to time and without Fundnel giving any reason or prior notice. Fundnel shall not be liable for any such inaccessibility, unavailability, or disruption. Fundnel does not guarantee that any and all identified defects, errors, or faults will be corrected.
Fundnel does not warrant the security of any information transmitted by or to you through the Website or Services. You accept the risk that any information transmitted or received through the Website or Services may be accessed by unauthorised third parties or disclosed by Fundnel to third parties purporting to be you or purporting to act under your authority. Transmission over the Internet and e-mail may be subject to interruptions, transmission blackouts, delayed transmissions due to Internet traffic, or incorrect data transmissions due to the public nature of the Internet.
You acknowledge and agree that user authentication on theInternet is generally difficult to establish, and hereby accept the risk that online activities may be subject to fraudulent or deceptive activity. Fundnel does not warrant or confirm (i) each User’s purported identity; (ii) that Users have not misused the usernames or passwords; or (iii) that Users have complied, fully or otherwise, with all or any of the Website Agreements. Fundnel consequently will not be held liable where there is a dispute or claim involving or relating to the identity of any User.
This Website may contain, or the Services may provide, links to other websites or content on the Internet that are owned or operated by third parties (collectively, “Third Party Content”). Any such link does not constitute Fundnel’s endorsement, recommendation, or verification of Third Party Content. Unless we expressly say otherwise, you should assume that Third Party Content is not under the control of Fundnel or our related corporations. We assume no responsibility and shall not be liable for any errors or other consequences arising from accessing or delays in accessing such Third Party Content or any actions taken in reliance thereon, and we disclaim liability to the fullest extent for any and all forms of loss or damage arising out of the access to or use of Third Party Content. Under no circumstances shall it be construed that, in case of your access to and use of systems (including messaging systems), services, content, materials, products, applications, or programmes of any third party (“Third Party Systems”), Fundnel is a party to any transaction, if any, between you and such third party or that Fundnel endorses, sponsors, certifies, or is involved in the provision of such Third Party Systems even where they may accessible at or through the Website or Services.
You acknowledge and agree that you will be solely responsible for any access to or use of Third Party Content and Third Party Systems through the Website or Services and that your access to or use of any Third Party Content or Third Party Systems will be governed by such third party’s terms and conditions, and is not the responsibility of Fundnel. Fundnel does not warrant, represent, or otherwise assure that your use of the Website or Services to access or use Third Party Systems or Third Party Content is permitted or in compliance with terms and conditions, laws, or regulations applicable to the same. Accordingly, you shall not have any right or claim, and hereby waive any rights you may have (if any), against Fundnel in respect of any breach or failure to comply with the terms and conditions, laws, or regulations applicable in respect of your access to or use of such Third Party Systems or Third Party Content through the Website or Services.
You authorise and hereby appoint Fundnel and its agents to access Third Party Systems that you have designated to retrieve content or information requested by you or to process or access functionalities at your request (e.g., Facebook or LinkedIn). Each time you submit your user name or password to access or use your designated Third Party Systems, you shall be deemed to have authorised Fundnel and its agents to process your request and use information submitted by you and which is retrieved using your user name or password.
In the event that any provision of any Website Agreement is found to be or become unlawful, invalid, or otherwise unenforceable, that provision is to be deemed severed from the relevant Website Agreement and shall not affect the legality, validity, and enforceability of the remaining provisions of the relevant Website Agreement. The relevant Website Agreement shall continue in force as if such unlawful, invalid or unenforceable provision was severed from the same.
Users may address any complaint to us by writing to us under the “Find Out More” section of our website.
We will attempt to achieve an amicable solution for your complaint. Unresolved disputes will be referred to our oversight body comprising our Board of Directors, Chief Executive Officer, and such other person or persons deemed appropriate by Fundnel to be part of the oversight body.
If a User remains unsatisfied with our response to the complaint, such User may refer the complaint to SC by contacting the Investor Affairs & Complaints Department, details of which are as follow:
Investor Affairs & Complaints Department
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 first resolve any dispute in a good faith manner and bring any dispute before arbitration in Malaysia in accordance with Arbitration Rules of the Asian International Arbitration Centre (AIAC).
The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the AIAC, in accordance with the AIAC Mediation Rules protocol of the time being in force, before having recourse to litigation.