Term of Use

1.Application

These Terms of Use set out the terms by which a user (“you”, “User”) uses the internet location and all pages and content located at www.fundnel.com (the “Website”) and any services accessible via the Website (“Services”).

The Website is owned by Funnel Technologies Sdn Bhd, a company incorporated under the laws of Malaysia. The Website and Services, are operated by Funnel Technologies Sdn Bhd with its related company Fundnel Pte Ltd (“Fundnel”, “we”, “us”).

Fundnel is an equity crowdfunding operator registered under the Securities Commission’s Guidelines on Recognised Markets (“SC’s Guidelines”).

Please read these Terms of Use carefully. In accessing the Website and by using the Services in any manner, you hereby agree to comply with and be bound by these Terms of Use.

2.Restricted Access

This Website and the Services are not directed at or intended for distribution to any person (or entity) who is a citizen or resident of (or located or established in) any jurisdiction where the use of the Website and/or Services would be contrary to applicable law or regulation or would subject Fundnel to any registration or licensing requirement in such jurisdiction. Persons who wish to access this Website are required by Fundnel to inform themselves about and to observe any legal or regulatory restrictions which may affect their eligibility to access the Website and/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 and/or acquire Securities (as defined below) in any jurisdiction in which such offer, promotion, recommendation, inducement, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, promotion, recommendation, inducement, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory requirements of any jurisdiction in order to permit a public offering of Securities. The accessibility and usage of this Website, the viewing of offers made via this Website, and the subscription and/or acquisition of Securities that are the subject of an offer made via this Website in certain jurisdictions may be restricted by the relevant laws in such jurisdictions.

None of the information presented is intended to form the basis for any offer or recommendation, or have any regard to the investment objectives, financial situation or needs of any specific person. No reliance may be placed for any purpose on the information provided in this presentation or the accuracy or completeness thereof and no responsibility can be accepted by Fundnel and/or its related companies to anyone for any action taken on the basis of such information.

3.Relationship to Other Agreements

These Terms of Use shall be read together with Fundnel’s Privacy Policy and any other agreement(s) that you agree to be bound by in the course of your use of the Services, Website and/or Fundnel’s platform. If there is a conflict between any of these agreements, the latest of the agreements into which you have entered shall take precedence.

Each time you use our Services and Website, you represent, warrant and undertake (i) to accept, comply with and be bound by these Terms of Use and (ii) to comply with all applicable laws, regulations and rules in relation to your access to and use of the Website and the Services.

Fundnel retains the right to disable or cancel your user account as a User (as defined below), at any time and without notice, if it deems that you have failed to comply with any of the provisions of these Terms of Use.

4.Age of Consent

If you are a natural person, you acknowledge that you have read and understood these Terms of Use and that you are at least 18 years old. Users under 18 years of age are not eligible to use the Website and Services without the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms of Use and agrees to be responsible for such use of our Website and/or Services.

If you are using our Website and/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.

Fundnel reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any campaign, contribution, or services at any time and without notice for any reason without liability.

5.Intellectual Property

The trade marks, service marks, trade names and logos used and displayed on the Website (the “Trade Marks”), are registered and unregistered trade marks of Fundnel, our related corporations and/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 the Website, without the written permission of Fundnel or any other applicable trade mark 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 and/or other materials displayed therein, 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 and/or third parties with whom we do business, and is protected by Singapore and/or Malaysia and international intellectual property laws and other relevant laws. You may not reproduce, republish, copy, display, broadcast, hyperlink, mirror, frame, transfer, transmit, distribute, store or in any other fashion re-use 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 or use the Content, and to create links to the Content for personal, non-commercial purposes, provided that you do not modify the Content and that you do not attempt to revise, remove 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-Users.

Aside from the content, trade marks owned by third parties, such as 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 trade marks of their respective owners or holders. Fundnel does not represent itself as being connected, associated or affiliated in any way with the owners or licensees of those marks and, in particular, for the trade marks of Facebook, Twitter and LinkedIn.

6.Username and Password

Some pages of this Website are open to all Users and may be browsed by any visitor. However, access to and use of password-protected and/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 the Website, 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 the Website. Even after you create a user account and sign in, you may not have access to the entirety of the Website.

As provided for on the Website, when creating your user account, you may elect to (i) first sign into a social media account (presently, LinkedIn) you own or operate and then provide additional information, or (ii) create an entirely new user account with no connection to any existing social media account, in which case you will be required to also select a username and select (or be provided with) a password. Any username and password which you choose must not be harmful, abusive, racially or ethically offensive, sexually explicit, defamatory, infringe any intellectual property right, be invasive of personal privacy rights or otherwise be in breach of any applicable laws. Fundnel is entitled to change any username and/or password that is in breach of this Terms of Service.

When the user account has been verified and approved by Fundnel, you will become a member of the Website (“User”). As a User, you may either be classified as:

  • an investor (“Investors”); and/or
  • entrepreneur (“Entrepreneurs”) seeking funding for the campaigns of the Malaysian incorporated private limited companies that they own and control (each, an “Issuer”).

As a User, you agree and warrant that they will not disclose (wilfully, negligently or otherwise) credentials of your user account(s) to any third party or otherwise allow any third party to use their user accounts or their access to the Website and/or Services. If you have any reason to believe that a third party has gained access to your user account, you must immediately inform Fundnel.

Each User agrees that any use of or access to the Website and/or Services 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 and/or Services by such User; and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by 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 and/or communications referable to such User’s user account. Fundnel shall be entitled to act upon, rely on and/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.

7.The Services

Fundnel is an equity crowdfunding platform whereby Issuers may raise capital on the Website (“Investment-based Crowdfunding”) by purchasing securities issued by such Issuer (the “Securities”). An Investor may consider potential investments in shares in an Issuer and/or invitation 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 Investor Agreement and Subscription Agreement. Fundnel is not and will not be acting at any capacity as a placement agent or a financial advisor for any potential transactions that take place, if any.

Please note that we may provide selected campaigns which may only be accessible by certain investors category from time to time. To illustrate, we may restrict certain Investment-based Crowdfunding to be offered only to sophisticated investors. The sophisticated investors are required to declare themselves as a sophisticated investor prior to making any investment via any of the campaigns.

Investors who invest in an Issuer understand and acknowledge that neither Fundnel nor any of its related companies is assuming any advisory, fiduciary or similar or other duties or acting as investment adviser to such Investor. The Investor should not rely on any information contained on the Website in making an investment or other decision. Fundnel assumes, and relies on the assumption, that such Investor has taken or will take the necessary independent legal, tax, financial or other advice in connection with any investment in the Issuer.

8.Operation of Website

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 in connection with a User, Issuer profile and/or fundraising campaign in the manner and to the extent deemed necessary by Fundnel at its sole discretion (such as for the purposes of Fundnel’s internal operational, policy guidelines and/or regulations).

Fundnel may, at its sole discretion, deny you access to the Website and/or Services for any reason, including if Fundnel believes that you have violated or acted inconsistently with this Terms of Service, any of the other Website Agreements or (where applicable) any Platform Agreement; or, if in Fundnel’s opinion or the opinion of any regulatory authority, Fundnel is not suitable to continue providing you access to the Website and/or Services.

9.User Materials

The Website may include content, information, text, graphics, logos, icons, images, sound clips, video clips, data compilations and/or other materials submitted by Users for inclusion in and/or 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 User Materials; (ii) warrant and represent that they have the right and authority to submit their User Materials and that their User Materials do not infringe the intellectual property rights or any other rights of any third party; and (iii) hereby grant to Fundnel a non-exclusive, world-wide royalty-free, irrevocable licence and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/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.

10.Fundraising

Entrepreneurs seeking funds for their Issuers may, subject to Fundnel's prior approval, host their respective Issuers on the Website for fundraising purposes.

Subject to Fundnel's approval in each case, an Issuer profile may be created and/or a campaign initiated to start a fundraising round by an Entrepreneur acting on behalf of the Issuer. The Issuer profile is for Investors to understand the Issuer’s business model. Fundnel does not make any warranty as to the completeness or accuracy of any Issuer profile. The fundraising round is an investment round during which an Investor may make a bid to invest in an Issuer. Please note that the Offer will be subject to the approval by the relevant Issuer.

The campaign must not be for an illegal purpose and must not degrade, abuse or offend any individual, entity or class. Fundnel has the sole discretion to immediately cancel, interrupt or suspend any campaign at any time, subject only to prior notice to the relevant Entrepreneur and the Issuer. Such notice shall be deemed to have been provided when Fundnel sends an email to the email account the Entrepreneur provides to Fundnel, regardless of whether such email is actually received by the Entrepreneur or the Issuer. A campaign may also be cancelled due to the relevant Entrepreneur, the Issuer or the campaign violating this Terms of Service, any of the other Website Agreements or any Platform Agreement. Fundnel does not make any warranty as to the completeness or accuracy of information which is part of any campaign.

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, an Investor 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. Any Investor may indicate his or her interest in making an Offer in an Investment-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 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, such Investor 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 above Subscription Agreement may be executed electronically or physically. Upon the execution of the Subscription 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”).

Once the Issuer provides adequate confirmation to Fundnel that the Monies have been received in the relevant bank Account of the company, Fundnel shall update the Website to reflect the then existing total amount of Monies received by the Issuer in respect of the relevant campaign.

Where a campaign successfully raises the Targeted Amount, the Issuer has the sole discretion to decide which offers from any of the Investors to accept. In the event that the Investment-based Crowdfunding campaign is successful, Fundnel shall notify the trustee to release the Monies to the Issuer net all transaction costs and related expenses to as set out in the Issuer Agreement.

The Issuer shall promptly 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).

11.Refund Policy

As an Investor, a refund of your Monies may occur in any of the following scenarios:

  • Unsuccessful Campaign

In the event that the Issuer fails to achieve the Targeted Amount, such Investment-based Crowdfunding is deemed to be unsuccessful. We will inform the trustee to refund your Monies and you will receive full refund of your Monies.

  • Cooling off Period

In the event of a successful Investment-based Crowdfunding, Fundnel will observe a cooling off period of at least six (6) business days prior to the release of the Targeted Amount to the Issuer. During this period, you may request for a refund if you decide to retract and withdraw from the Offer.  In the event that Fundnel receives such notice from you, Fundnel will instruct the trustee to refund the Monies to you.

  • Material Adverse Change

As an Investor, you may receive an email notification from us in the event that we are informed by the Issuer or being made aware of any material adverse change affecting the Issuer. The email will among others set out the details of such material change. The following will constitute a “Material Adverse Change”:

  • the discovery of a false or misleading statement in the disclosure document in relation to the offer;
  • the discovery of a material omission of information required to be included in the disclosure document;
  • there is a material change or development in the circumstances relating to the offer and the Issuer; or
  • revision of valuation during or after close of the offer period but before confirmation of success of fund raising and funds are transferred to the Issuer.

As an Investor, you hereby agree and acknowledges that Fundnel has the sole and absolute discretion to determine whether a “Material Adverse Change” as described in this lause has been constituted.

In the event of a Material Adverse Change, the Investors will be given an opt-out option within ten (10) calendar days from the day that the Investor receives email notification from us of the event of Material Adverse Change.

If the Material Adverse Change:

  • happens less than ten (10) calendar days before the expiry date of the offer period; or
  • happens after the closing of the offer period but before the our decision whether to continue with the fund raising, confirmation of success of fund raising and funds are transferred to the Issuer (as the case may be, which we will determine at our discretion),

the participating Investors will be immediately notified and the offer period will be extended by ten (10) calendar days so that such affected Investors would be able to provide their feedback as to whether they wish to proceed or withdraw from investing in such offer.  In the event that an investor does not object to such notification, the Investor is deemed to agree to continue investing in the relevant offer.

For the avoidance of doubt, in the event we decide not to proceed with the fund raising, your investments will be refunded in accordance with the Investor Agreement.

12.Fundnel as facilitator only

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 Issuers) and that Fundnel does not provide any advice (financial 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 a campaign. Such specific prerequisites include, but are not limited to, the number of investors, the number of Securities, the valuation of the 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 investing Investor. Fundnel shall never be liable for the non-payment of any investment amount by any Investor, and Fundnel shall never be liable for any settlement process.

Fundnel does not authorise or permit the secondary trading of the Securities via the Website or otherwise.

13.Entrepreneurs and Issuers

Entrepreneurs seeking funds for their Issuers agree, represent and warrant that any posting of the Issuer profile or campaigns shall be made in full compliance with: (i) all applicable legislation and regulations; and (ii) the instructions set forth on the Website from time to time. Fundnel has the right to deny access to any Issuer profile, campaign, the Website and/or Services at any time and for any reason. When posting the Issuer profile or campaign on the Website, Entrepreneurs agree, represent and warrant that all processes are executed in accordance with all applicable legislation and regulations, and that all prerequisites for the Issuer profile or campaign shall be set by the Issuer. Entrepreneurs also agree, represent and warrant that all the content, information, data and/or materials provided on or through the Website and/or Services is complete and accurate.

Entrepreneurs further represent and warrant that the Issuer possesses or have obtained all necessary rights to display and upload such content, and can demonstrate to Fundnel’s full satisfaction upon request that (i) the Issuer and/or the Entrepreneur own or otherwise control all rights to all content in the posting and submission, or that content in such posting is in the public domain; (ii) the Issuer and/or the Entrepreneur has full authority to act on behalf of any and all owners of any right, title, or interest in and to any content in the submission to use such content as contemplated by these Terms of Use and to grant the license rights set out here above; and (iii) the Issuer and/or the Entrepreneur is  authorised to grant all of the aforementioned rights to the submissions to Fundnel and all Users of the Website and/or Services.

Should any content infringe the intellectual property rights of a third party, the Entrepreneurs agree to immediately remove all infringing parts of the content and indemnify Fundnel all damages, costs and expenses incurred as a result of such infringement. Should Fundnel be made aware or suspect that the content infringes any third party's intellectual property rights, Fundnel shall have the right to remove such content from the Website.

Entrepreneurs agree to provide Investors with all information requested by Fundnel and/or as set forth on the Website from time to time. The relevant Entrepreneur (acting on behalf of the Issuer) further agrees to, without undue delay at the end of the campaign, accept or reject any binding offer to invest submitted by an Investor by sending a confirmation or rejection to that Investor via the Website. After closure of a campaign where the Targeted Amount is successfully raised in full, the relevant Entrepreneur (acting on behalf of the Issuer) undertakes to ensure that the Issuer issues the relevant Securities to the Investors in accordance with all applicable legislation and regulations and the terms of the relevant Subscription Agreements. Entrepreneurs (each acting on behalf of the relevant Issuer) are responsible for drafting and providing all documentation needed (including legally required documentation) for completing the campaign. Fundnel has the right to, at any time and at its convenience, cancel, interrupt or suspend any campaign, subject only to prior notice to the relevant Entrepreneur and the Issuer, which notice shall be deemed to have been provided if Fundnel sends an email to the email account the Entrepreneur provides to Fundnel, regardless of whether such email is actually received by the Entrepreneur or the Issuer. Such cancellation, suspension or interruption may be made due to such reasons as the violation, by the relevant Entrepreneur, Issuer or campaign, of any applicable legislation or regulation, this Terms of Service and/or any terms and conditions applicable to the Website and/or Services.

14.Rules of conduct

You agree and warrant that you will not (and will not permit any third party to) publish, post, transmit, transfer, distribute or upload any content data, information and/or materials on or through the Website and/or the Services which: is or may be false, indecent, misleading, untruthful or inaccurate; promotes or encourages or may promote or encourage illegal activity (including the breach of any financial regulatory licensing requirements); is or may be racially or ethnically or otherwise offensive; constitutes or may constitute agitation against a minority (such as a national or ethnic group); constitutes or may constitute defamation; contains or may contain pornography or is in any other way sexually explicit; attacks or may attack sexual orientation or religion, or is or may be discriminating in any other way; may not be lawfully disseminated under applicable laws; you know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with the Website and/or the Services; is or may in any way be harmful, abusive, offensive or illegal; or infringes the rights of any third party (including intellectual property rights).

You agree and warrant that you will not (and will not permit any third party to): (i) use the Website and/or the Services to defame, harass, discriminate or threaten another person/company or in any other way violate rights; (ii) distribute or reproduce all or any part of the Website and/or the Services; (iii) alter, disassemble, decompile or reverse engineer any part of the Website and/or the Services, unless explicitly permitted by mandatory law; (iv) use software that reads data on the Website and/or the Services automatically; (v) use the Website and/or the Services to request or encourage other users to breach any provision of this Terms of Service and/or any terms and conditions applicable to the Website and/or the Services; (vi) abuse the Website and/or the Services; (vii) use the Website and/or the Services for any unlawful or unauthorised purpose or other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards (which includes transmitting any computer viruses through the Website, or using the Website and/or the Services in a manner which violates or infringes the rights of anyone else); or (viii) use any software or material or upload any materials which contains a virus or damaging component which may corrupt this Website’s data or interfere with the operation of this Website and/or the Services.

Fundnel reserves the right to immediately remove any User Materials or other content from the Website that Fundnel at its sole discretion deems to be in breach of this Terms of Service and/or any terms or conditions applicable to the Website and/or the Services, or otherwise harmful for Fundnel or its Users.

If you are a User, you hereby undertake to fully cooperate with Fundnel (including providing all requested information) to: (i) facilitate Fundnel's onboarding process with respect to Users; (ii) enable Fundnel to comply with all applicable laws, regulations and other requirements (including ‘know-your-client’, anti-money laundering and countering the financing of terrorism laws, regulations and requirements); (iii) and enable Fundnel to comply with requests by any regulator and/or its obligations under this Terms of Service and/or any term and conditions applicable to the Website and/or the Services.

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 accessible through the Services, and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in any applications or content within such locations.

You shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations in your access and use of the Website and/or Services.

15.Messaging

The Services may enable the Entrepreneurs (each acting on behalf of the relevant Issuer) to send messages to Investors who have reserved Securities of an Issuer that has commenced a campaign on the Website. Fundnel is not obliged to review such messages, and every User is personally responsible for all messages the User sends through the Services. The User agrees and warrants that it will not send messages in breach of this Terms of Service and/or any terms and conditions applicable to the Website and/or the Services, and will in particular refrain from sending messages to harass or threaten other Users.

16.Liability and Indemnification

Users

You represent, warrant and fully understand and agree that the provision of the Website and the Services and any approval of campaigns by Fundnel are not: (i) an endorsement of any Issuer, 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 and/or Issuer is complete, accurate, clear, fair and not misleading. The 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 is connected with high risk, that a campaign may never be realised and that all or parts of your investment/monies may be lost. You agree that Fundnel shall not be liable for any transactions undertaken by you further to the campaign and/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 and tax advisers to determine the appropriateness and consequences of any investment in the Securities (where necessary). 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.

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.

You shall be liable for any damage caused to Fundnel or any third party due to your breach of this Terms of Service and/or any terms and conditions applicable to the Website and/or Services, including the access to or use of the Website and/or Services in breach of this Terms of Service and/or any terms and conditions applicable to the Website and/or Services. Furthermore, you agree to fully indemnify Fundnel and hold Fundnel harmless from and against all claims, costs (including reasonable legal costs), damages, expenses, liabilities and losses that Fundnel may sustain or incur, directly or indirectly, by reason of our having: made available the Website and/or Services to you; entered into the Website Agreements with you; enforced or attempted to enforce our rights under the Website Agreements; or acted upon any instructions which you may give in relation to the Website and/or Services, or any negligence, fraud and/or misconduct on your part or your breach of this Terms of Service and/or any terms and conditions applicable to the Website and/or Services.

17.Fundnel's liability

The Website and Services are provided on an ‘as is’ and ‘as available’ basis. Fundnel does not make any warranty or representation (express or implied or otherwise) as to the accessibility, quality, suitability, accuracy, adequacy or completeness of the Website and/or Services, and expressly disclaims any liability for errors, delays or omissions in the Website and/or Services, as well as for any action taken in reliance on the Website and/or Services. No warranty of any kind, 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 in conjunction with the Website and/or Services. Further, no warranty is given that the Website and/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 and/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, discontinuation of the provision of or removal of the Website and/or Services (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 and/or disruption. Fundnel does not guarantee that any identified defects, errors and/or faults will be corrected.

Fundnel does not warrant the security of any information transmitted by or to you through the Website and/or Services. You accept the risk that any information transmitted or received through the Website and/or Services may be accessed by unauthorised third parties and/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 interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet.

You acknowledge and agree that user authentication on the Internet 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 and/or confirm: (i) each User’s purported identity; and (ii) that Users have not misused the usernames or passwords or that Users have complied, fully or otherwise, with this Terms of Use or any terms and conditions applicable to the Website and/or Services. Fundnel consequently will not be held liable where there is a dispute or claim involving or relating to the identity of any User.

18.Third Party Content, Systems and Transactions

This Website may contain, and/or the Services may provide, links to other websites or content on the Internet that are owned or operated by third parties. Unless we expressly say otherwise, you should assume that these other websites are 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 websites or content or any actions taken in reliance thereon, and we disclaim liability for any and all forms of loss or damage arising out of the use of those websites and their content. Any link to another website or content featured on the Website does not constitute Fundnel’s endorsement, recommendation or verification of that other website or 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 accessible at the Website or through the Services. Fundnel shall not be liable in any way for your access to and use of the systems or for any products obtained and/or purchased from or services rendered by any such third party, and you agree that the same shall be your responsibility or that of the relevant third party.

You acknowledge and agree that you will be solely responsible for any access to or use of Third Party Systems through the Website or Services. If you access or use any Third Party Systems through the Website or Services, you must comply with the relevant terms and conditions for the access or the use of such Third Party Systems and be responsible for the registration and use of any user names or passwords required to connect to any Third Party Systems. In particular, should access to and use of Third Party Systems through the Website or Services be prohibited (whether in full or in part) by such third party terms and conditions, please discontinue any such access and use as soon as possible upon becoming aware of or receiving notice of such prohibition from the relevant third party.

Fundnel cannot and does not know nor does it warrant that your use of the Website or Services to access or use Third Party Systems is permitted or in compliance, fully or otherwise, with applicable third party terms and conditions. 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 of the relevant third party in respect of your access to and/or use of such Third Party Systems through the Website or Services.

You authorise 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). You hereby appoint Fundnel and its agents as your agent for the aforementioned purpose. In addition, 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.

19.Disclaimers

We make no warranty or representation (express or implied) that the Services and Website (or the Securities) will: meet your requirements; be of satisfactory quality; be fit for a particular purpose; not infringe the rights of third parties; be compatible with all systems; or be secure, or that all information provided is accurate. We make no guarantee of any specific results from the use of the Services and Website (or the Securities). All Content contained in the Website and/or Services are provided for informational purposes only. No part of the Website and/or Services is intended to constitute advice (financial or otherwise), and the Website and/or Services should not be relied upon when making any decisions or taking any action of any kind. To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Website and/or Services (or the Securities) or any information contained in it, and you use the Website and/or Services (or the Securities) at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Website and/or Services (or the Securities).

You should be aware that you use the Website and/or Services at your own risk. Please refer to our Warning Statement for further details on the risks of investing [ insert link here ].

20.Severability

In the event that any of these provisions are found to be or become unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from this Terms of Use and shall not affect the legality, validity and enforceability of the remaining provisions of this Terms of Use. The Terms of Use shall continue in force as if such unlawful, invalid or unenforceable provision was severed from this Terms of Use. This clause 11 shall apply only within jurisdictions where a particular term is illegal.

21.No Waiver

Any failure or delay by yourself or Fundnel in exercising or enforcing any right or remedy contained in this Terms of Use does not constitute a waiver by the party responsible for such delay or failure. It shall also not constitute a bar to the exercise or enforcement at any subsequent time or times. Waiver of any right arising from a breach or non-performance of this Terms of Use or arising upon default under this Terms of Use shall be in writing and signed by the party granting the waiver.

22.Revisions

From time to time we may vary or update this Terms of Use to take into account changes in the law or for any other reason, such variation or update to take effect on the date Fundnel specifies. If we vary or update this Terms of Use, we will post a new version on the Website, and as soon as you use the Website after the new version is posted on the Website, you will be deemed to have agreed to the varied or updated version. Nevertheless, you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict or inconsistency between the terms and conditions of two or more versions of this Terms of Use to which you have agreed and/or been deemed to agree, the terms and conditions in the most recent version shall take precedence unless it is expressly stated otherwise. If you do not accept the varied or updated version, you should stop accessing or using of the Website and terminate this Terms of Use. Fundnel’s right to vary or update this Terms of Use in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to this Terms of Use.

23.Communications

If you wish to communicate with us about anything related to this Terms of Use, you may do so by sending an e-mail to webmaster@fundnel.com. Please note that the webmaster can only respond to questions about this Terms of Use and any technical issues with use of the Website. If you have any other questions about the Website you should e-mail the appropriate address set out in the “Contact Us” section of the Website.

24.Choice of Law

These Terms of Use, and the relationship between you and Fundnel created by it, shall be governed by and construed in accordance with the laws of Malaysia.

25.Dispute Resolution

As a User, if there is any complaint, you may address the same to us by writing to us under the “Get In Touch” section of our website.

The complaint will be attempted to be resolved by any of our senior management team with the aim of achieving an amicable solution.

Unresolved disputes will be referred to our oversight body which consists of our Board of Directors, Chief Executive Officer and such other person or persons deemed appropriate by the Platform 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 follows:

Investor Affairs & Complaints Department

Securities Commission Malaysia

No 3 Persiaran Bukit Kiara

Bukit Kiara

50490 Kuala Lumpur

Tel: 603 6204 8999

Fax: 603 6204 8991

Email: aduan@seccom.com.my

If any dispute remains unresolved, the parties shall first resolve any dispute in a good faith manner and bring any dispute before arbitration in Singapore in accordance with Arbitration Rules of the Singapore International Arbitration Centre (SIAC).

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (SIMC), in accordance with the SIAC-SIMC Arb-Med-Arb protocol of the time being in force before having recourse to litigation.

26.Miscellaneous

Independence of parties

Each Subscription 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 Subscription Agreement with such an Investor.

The Issuer undertakes to ensure that representations and/or notices given to such an Investor are sufficient to inform the Investor that it is purchasing Securities solely from the Issuer pursuant to a Subscription Agreement between itself and the Issuer for a Subscription Agreement. The Issuer undertakes to fully indemnify Fundnel and all of its respective officers, employees, directors, agents, contractors and assigns against any and all claims made by any such Investor as a result of a breach of this provision.

The relationship of the Users and Fundnel established by this Terms of Use shall be solely that of independent contractors. Nothing contained in this Terms of Use shall constitute or be construed as creating any fiduciary, partnership, joint venture, agency or sales representative relationship between the Users and Fundnel, and neither of the Users nor Fundnel shall have any right whatsoever to incur any obligations or liabilities on behalf of or binding on the other party.

Rights of third parties

A person or entity who is not a party to this Terms of Use shall have no right under the Contracts  Act 1950 of Malaysia or any similar legislation in any jurisdiction to enforce any term of this Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this provision shall affect the rights of any permitted assignee or transferee of this Terms of Use.

27.Interpretation

Any reference in this Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In this Terms of Use, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days. Clause headings are inserted for convenience only and shall not affect the interpretation of this Terms of Use.