THIS AGREEMENT is made

 

BETWEEN:-

 

ATA PLUS SDN BHD (Company No: 1143719-H) of C26-2, KL trillion, 338 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia (hereinafter referred to as “THE OPERATOR”) of the one part;

 

AND

 

A user hosted on ATA PLUS equity crowdfunding platform ("Site") to offer its shares on the platform (referred to as 'Entrepreneur' on the platform) (hereinafter referred to as the “THE ISSUER”) of the other part

 

Hereinafter referred to individually as a 'Party' or collectively as the 'Parties’

 

RECITALS : 
 

  1. THE OPERATOR is a registered and licenced electronic facility operator that provides a platform for equity crowdfunding services to approved issuers and investors (hereinafter referred to as “the ECF Platform”). The approved issuers may promote their campaigns through the services provided on the ECF Platform (hereinafter referred to as “the Services”) to obtain funding from investors in return for shares in the approved issuer in accordance with the terms and conditions as set out in this Agreement. 
     
  2. THE ISSUER is desirous to use the Services on the ECF Platform for the purpose of obtaining funds from investors in return for shares in THE ISSUER, in accordance with the terms and conditions as set out in this Agreement.
     
  3. THE OPERATOR is agreeable to render its Services as provided on the ECF Platform to assist THE ISSUER in achieving the aforesaid objectives.
     
  4. The Parties herein wish to regulate their conducts, relation, duties and/or rights in respect of the aforesaid engagement in accordance with the terms and conditions hereinafter contained in this Agreement.

 

NOW THIS AGREEMENT WITNESSETH as follows:-

 

  1. TERMS OF SERVICES
     
    1. THE OPERATOR shall render its Services through the ECF Platform to THE ISSUER for the purpose of assisting THE ISSUER to obtain funding from investors in return for shares in THE ISSUER subject to the terms and conditions herein contained.

       
  2. ACCEPTANCE OF TERMS
     
    1.  THE OPERATOR shall provide its Services through the ECF Platform to THE ISSUER subject to acceptance without modification of all of the terms and conditions contained herein (hereinafter referred to as the “Terms of Use”), and all other operating rules, policies and procedures that may be published from time to time on the ECF Platform, each of which is incorporated by reference and each of which may be updated by THE OPERATOR in on the ECF Platform from time to time without notice to THE ISSUER.
       
    2. In addition, THE OPERATOR shall have the discretion to make additional terms and conditions from time to time and THE ISSUER use of the Services is subject to those additional terms and conditions, which are incorporated in this Agreement.
       
    3. THE ISSUER represents and warrants that if THE ISSUER is an individual, THE ISSUER is of legal age to form a binding contract and that all registration information that THE ISSUER submits is accurate and truthful. THE OPERATOR may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the rights to access the Services are revoked in such jurisdictions.
       
    4. THE ISSUER further undertakes that, upon the signing of this Agreement, THE ISSUER shall not engage and/or make any form of arrangement to use services provided by any other equity crowdfunding operator which are in similar nature with the Services provided by THE OPERATOR as mentioned herein, subject to the terms and conditions in this Agreement.

       
  3. MODIFICATION OF TERMS OF USE
     
    1. THE OPERATOR reserves the rights, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the ECF Platform or/and by sending an email directly to THE ISSUER. THE OPERATOR may also impose limits on certain features and services or restrict THE ISSUER’s access to parts or all of the Services without notice or liability. It is THE ISSUER’s responsibility to check the Terms of Use from time to time for any changes. THE ISSUER continued use of the Services following the posting of such notice of changes to the Terms of Use shall constitute THE ISSUER’s acceptance to such changes.
       
  4. RULES & CONDUCT
     
    1. THE ISSUER agrees not to use the Services for any prohibited purpose as provided in the Terms of Use. The Services including, without limitation, any Content or THE ISSUER submissions are provided only for THE ISSUER’s own personal and non-commercial use. THE ISSUER is responsible for all of its activity in connection with the ECF Platform. For the avoidance of doubt, the term “Content” includes, without limitation, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by THE OPERATOR or its partners on or through The ECF Platform.
       
      1. By way of example and not as a limitation, neither THE ISSUER nor any third party shall;
         
        1. take any action against THE OPERATOR with respect to the Services in the ECF Platform; or
           
        2. upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the ECF Platform, including without limitation any of Issuer’s submission, that will infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty, that THE ISSUER has knowledge it to be false, misleading, untruthful or inaccurate and/or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”), contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the ECF Platform or any third party or impersonates any person or entity, including any employee or representative of THE OPERATOR; or
           
        3. Additionally, THE ISSUER hereby agrees that THE ISSUER shall not perform the followings:
           
          1. take any action that imposes or may impose as determined by THE OPERATOR in its sole discretion an unreasonable or disproportionately large load on The ECF Platform’s or its third party provider infrastructure;
             
          2. interfere or attempt to interfere with the proper working of the Services or any activities conducted by THE OPERATOR through the ECF Platform;
             
          3. bypass any measures THE OPERATOR may use to prevent or restrict access to the Services or other accounts, computer systems or networks connected to the Services;
             
          4. run mail list, listserv or any form of auto-responder or “spam” on the ECF Platform; or
             
          5. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the ECF Platform;
             
          6. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the ECF Platform, except to the limited extent where the applicable laws specifically prohibit such restriction;
             
          7. modify, translate, or otherwise create derivative works of any part of the ECF Platform; or
             
          8. copy, rent, lease, distribute, or otherwise transfer any of the rights that THE ISSUER receives hereunder.
             
      2. THE ISSUER shall be bounded with all applicable local, state, national and international laws and regulations. THE OPERATOR does not guarantee that any Content or THE ISSUER’s submissions will be made available on or through the ECF Platform. THE OPERATOR reserves the right to:
         
        1. remove, edit or modify any Content in its sole discretion, including without limitation any of THE ISSUER’s submissions, from the ECF Platform at any time, without notice to THE ISSUER for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if THE OPERATOR is concerned that THE ISSUER may have violated the Terms of Use), or for no reason at all; and
           
        2. to remove or block any of THE ISSUER’s submissions from the ECF Platform.

           
  5. REGISTRATION
     
    1. THE ISSUER may browse the ECF Platform and view the Content without registering, but as a condition to using certain aspects of the Services, THE ISSUER is required to register with the ECF Platform and select a password and screen name (“User ID”).
       
    2. THE ISSUER shall provide THE OPERATOR with accurate, complete, and updated registration information which to be inputted in the ECF Platform, failing which shall constitute a breach of the Terms of Use, which may result in an immediate termination of THE ISSUER’s account.
       
    3. THE OPERATOR reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion if THE OPERATOR believes that THE ISSUER has performed the following:
       
      1. select or use a User ID or domain a name of another person with the intent to impersonate that person;
         
      2. select or use a User ID or domain a name which is subject to any rights of a person other than THE ISSUER without appropriate authorization;
         
      3. select or use a User ID or domain a name that is otherwise offensive, vulgar or obscene.
         
    4. THE ISSUER is solely responsible for any activity that occurs on their account and shall be responsible for maintaining the confidentiality of their password.
       
    5. THE ISSUER shall never use another user’s account without such other user’s express permission. THE ISSUER will immediately notify THE OPERATOR in writing of any unauthorized use of THE ISSUER’s account, or any other account, with respect to the security breach of which THE ISSUER are aware of.


       
  6. PRELIMNARY REQUIREMENTS
     
    1. THE ISSUER proposing to be listed on the ECF Platform shall submit the following information and/or documents to THE OPERATOR together with the administration fees as specified under Schedule 1 of Section 8.4 of this Agreement:
       
      1. THE ISSUER company profile that explains the key characteristics of the company.
         
      2. information that explains the purpose of the entry;
         
      3. the targeted offering amount;
         
      4. information relating to the business plan of the company;
         
      5. a duly certified true copies of the company statutory forms by the company secretary;
         
      6. financial information relating to the company - 
        1. for offerings below RM 500,000 : 
          1. Audited financial statements of the company where applicable (e.g. where the issuer has been established for at least 12 months); and
          2. Where audited financial statements are unavailable (e.g. the issuer is newly established), certified financial statements or information by the issuer's management (Management Account);
        2. for offerings above RM 500,000 : 
          1. Audited Financial Statements of the Company 
             
      7. any shareholders agreement entered by the company and/or any other agreement entered by the company with any third party that may affect the obligation of shareholders of the company.
         
    2. Business Screening:
       
      1. Upon the submission of information and/or documents as specified under clause 6.1 mentioned above, THE OPERATOR shall have the rights to conduct a Business Screening in relation to the commercial, legal and financial positions of THE ISSUER at the costs and expenses of THE ISSUER. There are two (2) types of Business Screening provided by THE OPERATOR which is List Me Quick (LMQ) and Shine My List (SML) listed herein under Schedule 1 of Section 8.4 of this Agreement.
         
      2. The Business Screening pursuant to clause 6.2.1 above shall be completed no later than eighteen (18) business days from the date of submission of information and/or documents as mentioned under clause 6.1 above or any longer period as maybe agreed by the Parties.
         
      3. In the event that THE OPERATOR is not satisfied with the Business Screening, THE OPERATOR shall notify the matter(s) in a Business Screening report at the end of the eighteen (18) business days Business Screening period, or any longer period as may be agreed between the Parties. In the event that the matter(s) is/are not resolved between THE OPERATOR and THE ISSUER within five (5) business days after the date of notification to THE ISSUER, or any longer period as maybe agreed between the Parties ("Resolution Period"), this Agreement shall be deemed terminated and neither Party shall have any claim against the other save and except in respect of antecedent breaches, if any.
         
    3. Notwithstanding the above, THE OPERATOR shall only list THE ISSUER on the ECF Platform within thirty (30) days period from date of this Agreement is executed by both THE OPERATOR and THE ISSUER and in any event the listing of THE ISSUER shall be at least three (3) months before the expiry of termination of this Agreement. Any changes to such period mentioned herein and with respect to such listing may be made by THE OPERATOR at its own sole discretion.
       
    4. THE ISSUER warrants and represent to THE OPERATOR as at the date of this Agreement that:
       
      1. THE ISSUER is duly incorporated and has full corporate power to own the assets and to carry out the business of THE ISSUER;
         
      2. THE ISSUER has the power to enter into and perform this Agreement;
         
      3. no petition has been issued against THE ISSUER to wind up nor has action been taken or threatened to be taken to seize or take possession of any of its assets belonging to THE ISSUER;
         
      4. THE ISSUER holds all material statutory licences, consents and authorisations necessary for the carrying on the business of THE ISSUER (if applicable);
         
      5. the conduct of the business by THE ISSUER does not contravene any laws in any material respect and no allegation of any contravention of any applicable laws known to THE ISSUER;
         
      6. all information concerning the product, business and the assets of THE ISSUER that have been furnished to THE OPERATOR for the purpose stipulated under this Clause 6 is true, complete, and accurate in all material respect and is not misleading or deceptive whether by inclusion or omission;
         
      7. THE ISSUER further warrants that there are no claims by any other person including the employees or authority relating to the business of THE ISSUER; and
         
      8. there are no outstanding notices or orders served or made by any other person, body or authority affecting the business and THE ISSUER are not aware of any proposal or circumstances which may result in such a notice or order being served or made.

         
  7. FUNDRAISING & COMMERCE THROUGH ECF PLATFORM
     
    1. THE ISSUER acknowledges that THE ISSUER is aware and agreeable on the terms, conditions and circumstances as stated in Appendix A of this Agreement.
       
    2. In the event that the circumstances as stated in Appendix A occurs, THE ISSUER shall be solely responsible on all the costs as stated in Appendix B. THE OPERATOR shall then have rights to appoint Custodians as stated in Appendix C.
       
    3. THE ISSUER shall be entitled to use the Services for a maximum fundraising period of six (6) months provided that the requirements in clause 6 above are complied with. THE OPERATOR shall provide a site venue for fund-raising activities of THE ISSUER. The ECF Platform provided by THE OPERATOR allows THE ISSUER to list its business and raise funds from other users (“Investors”).
       
    4. THE ISSUER shall receive and/or hold the funds which are collected through the ECF Platform from the Investors. Such amounts shall be disclosed to THE ISSUER and the Investors by THE OPERATOR
       
    5. Upon successful fundraising by THE ISSUER via the Services, THE ISSUER shall transfer the whole or any part of the shares to Investors that had invested and/or LLP as defined in Appendix A.
       
    6. THE OPERATOR shall be paid with a fee, as specified under Schedule 1 of Section 8.4, for assisting THE ISSUER by providing the Services including, but not limited to, marketing and promoting THE ISSUER’s campaigns and collecting funds from the Investors.
       
    7. In the event of unsuccessful fundraising by THE ISSUER via the Services and/or cancellation of the fundraising by THE ISSUER that is not due to the default by any Parties under this Agreement, THE OPERATOR shall refund in full, the fees specified under Schedule 1 of Section 8.4 to THE ISSUER subject to reimbursement fee and/or cost to be borne by the Issuer. For avoidance of doubt, this Clause 7.7 is not applicable to Fundraising Success Fee under Schedule 1 of Section 8.4.
       
    8. THE OPERATOR shall not be liable for the interactions made between THE ISSUER with any third party and/or persons or with any organizations on or through the ECF Platform. This includes, but not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on the ECF Platform.
       
    9. THE OPERATOR shall not oversee the performance or punctuality of the business. THE OPERATOR shall not be responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between THE ISSUER and the third party. THE OPERATOR is under no obligation to become involved in disputes between THE ISSUER and any third party, or between site members and any third party. In the event of a dispute, THE ISSUER releases THE OPERATOR, its officers, employees, agents and successors in rights from any claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any ways related to such disputes.
       
    10. Though THE OPERATOR shall not be held liable for the actions of THE ISSUER, THE ISSUER is nevertheless wholly responsible to fulfill any obligations, both implied and stated, in any project listing that THE ISSUER creates through the ECF Platform. THE OPERATOR reserves the right to cancel any project listing created by THE ISSUER and refund all associated contributors’ payments at any time for any reason. THE OPERATOR reserves the right to remove any project listing created by THE ISSUER from public listings for any reason THE OPERATOR deems fit.
       
    11. THE OPERATOR reserves the right to cancel, interrupt or suspend a listing at any time for any reason THE OPERATOR deems fit.

       
  8. FEES & PAYMENTS
     
    1. The fees and payments description are stated in Schedule 1 of Section 8.4 of this Agreement.
       
    2. Unless otherwise stated, all fees are quoted in Malaysia Ringgit (MYR). THE ISSUER is responsible for paying all fees and 6% Sale and Services Tax (“SST”) for the Services provided on the ECF Platform. In the event if THE ISSUER is removed by THE OPERATOR from the ECF Platform for violating the Terms of Use, all fees paid by THE ISSUER are non-refundable, unless THE OPERATOR, it its sole discretion, determines that a refund is appropriate.
       
    3. Any changes to the fees and payments mentioned in this Agreement shall only be effective upon the posting of a notice by THE OPERATOR on the ECF Platform. THE OPERATOR may choose to temporarily change the fees for the Services, including any new services or promotional events, and such changes shall only be effective upon the posting of a notice on such temporary change of fees on the ECF Platform.
       
    4. THE OPERATOR shall be entitled to the following fees as stated in Schedule 1 below :

      Schedule 1

       
      No Item Fee
      1 List Me Quick (LMQ) RM 1,888.00
      2 Shine My List (SML) RM 4,888.00
      3 Fundraising Success Fee 7.5% of Successful Funds Raised on the ECF Platform
       
    5. Pursuant to clause 8.4 above, if THE ISSUER is able to raise any amount of fund without using the Services provided on the ECF Platform, THE ISSUER shall notify THE OPERATOR on the same within 3 working days by stating the details of the investment such as, but not limited to, the date of investment and the amount of fund raised. For the avoidance of doubt, if there are any successful fundraising by THE ISSUER from any Investors that was introduced by THE OPERATOR but such fundraising was completed after the termination of this Agreement, THE ISSUER and THE OPERATOR hereby agrees that in such event THE ISSUER shall pay THE OPERATOR the Fundraising Success Fees as set out in clause 8.4 above.
       
    6. In any event if THE ISSUER decides that they would like to upgrade the Services of List Me Quick (LMQ) to Shine My List (SML) to be provided by THE OPERATOR after the Business Screening and during the Resolution Period as provided in Clause 6.2.3 above and before the termination of this Agreement, THE ISSUER shall pay the difference of Fees as stated in clause 8.4 above within five [5] days from the date of notification by THE ISSUER to THE OPERATOR during the Resolution Period to decide on an upgrade of Business Screening of List Me Quick (LMQ) to Shine My List (SML).
       
  9. THIRD PARTY SITE
     
    1. THE OPERATOR may permit THE ISSUER to link to other websites or resources on the internet, and the other websites or resources may also contain links to the ECF Platform. THE ISSUER’s access to any third party websites shall be at THE ISSUER’s own risk. THE OPERATOR shall not have any control over the third party websites and THE ISSUER acknowledges that THE OPERATOR shall not be responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspects of such websites or resources. The inclusion of any such link does not imply endorsement by THE OPERATOR or any of its associates or partners. THE ISSUER further acknowledges and agrees that THE OPERATOR shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

       
  10. CONTENT & LICENSE
     
    1. THE ISSUER agrees that the ECF Platform contains content specifically provided by THE OPERATOR or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. THE ISSUER shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through The ECF Platform.
       
    2. THE OPERATOR grants THE ISSUER the permission to use the ECF Platform and the Services provided on it, which is a worldwide, non-exclusive, non-sub licensable and non-transferable license to use, modify and reproduce the content, solely for personal and non-commercial use. Any form of use, reproduction, modification, distribution or storage of any content other than personal and non-commercial use is expressly prohibited without prior written permission from THE OPERATOR, or from the copyright holder identified in such content’s copyright notice. THE ISSUER shall not sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any third party rights.

       
  11. THIRD PARTY INTELLECTUAL PROPERTY - COPYRIGHT NOTIFICATIONS
     
    1. THE OPERATOR may in appropriate circumstances and at its discretion, terminate the accounts of Issuer who infringes the intellectual property rights of others
       
    2. If THE ISSUER believes that THE ISSUER’s work has been copied in a way that constitutes copyright infringement, THE ISSUER shall inform THE OPERATOR’s copyright agent with a written notification containing at least the following information:
       
      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
         
      2. a description of the copyrighted work that THE ISSUER claims has been infringed.
         
    3. If THE ISSUER believes that THE ISSUER work has been removed or disabled by mistake or misidentification, THE ISSUER shall inform THE OPERATOR’s copyright agent with a written counter-notification containing at least the following information:
       
      1. a physical or electronic signature of the subscriber/user of the Services;
         
      2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
         
      3. a statement made under penalty of perjury that THE ISSUER has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
         
      4. THE ISSUER’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the High Court of Malaya, Kuala Lumpur for the judicial district in which the address is located.
         
    4. THE ISSUER acknowledge that if THE ISSUER fails to comply with all of the aforementioned notice requirements, THE ISSUER’s notification or counter-notification shall not be deemed as valid and that THE OPERATOR shall ignore such incomplete or inaccurate notices without liability of any kind.
       
  12. INTELLECTUAL PROPERTY RIGHTS
     
    1. The ECF Platform enables THE ISSUER to upload content on it. The ECF Platform shall not have any ownership rights in THE ISSUER’s content. However, THE OPERATOR requires the following license and approval mentioned under clause 12.2 herein to enable the ECF Platform to provide the Services.
       
    2. THE ISSUER agrees to grant to THE OPERATOR with the worldwide, non-exclusive, royalty-free, rights to the following:
       
      1. use, host, display, and otherwise perform the Services on THE ISSUER behalf including the rights to use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text and artworks in connection with the Services;
      2. to allow other users the rights to stream, transmit, playback, download, display, feature, distribute and otherwise use the content and artworks;
      3. use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of THE ISSUER and the members THE ISSUER group, in connection with the provision of the Services; and
      4. to enable the ECF Platform to host THE ISSUER’s content, THE ISSUER grants to THE OPERATOR with the worldwide, non-exclusive, royalty-free, sub-licensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the service.
         
    3. THE OPERATOR may provide THE ISSUER with the ability to add, create, upload, submit, distribute or post (hereinafter referred to as “Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information on the ECF Platform (collectively, the “Issuer Submissions”).

       
  13. TERMINATION
     
    1. THE OPERATOR may terminate THE ISSUER access to all or any part of the Services on the ECF Platform at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with THE ISSUER’s membership.
       
    2. THE ISSUER has the right to terminate its own account. THE ISSUER may do so by following the instructions provided on the site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use are by their nature should survive the termination clause including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
       
    3. This Agreement shall be immediately terminated after the expiry of six (6) months from the date hereof whereof neither THE OPERATOR nor THE ISSUER shall have any claim whatsoever against the other save for any antecedent breach.
       
    4. This Agreement may be extended by THE OPERATOR for another six (6) months based on similar terms and conditions herein.
       
    5. This Agreement shall also be immediately terminated in the event if THE ISSUER fails to comply with the requirements and/or any of the requirement(s) as provided in clause 6 of this Agreement.

       
  14. WARRANTY DISCLAIMER
     
    1. THE OPERATOR shall have no special relationship with or fiduciary duty to THE ISSUER. THE ISSUER acknowledges that THE ISSUER has no control over, and no duty to take any action regarding users gains access to the site, what content THE ISSUER access via the ECF Platform, what effects the content may have on THE ISSUER or what actions THE ISSUER takes as a result of having been exposed to the content.
       
    2. THE ISSUER releases THE OPERATOR from all liability acquired or not acquired from the Content through the ECF Platform. The ECF Platform may contain, or direct THE ISSUER to websites containing, information that some people may find offensive or inappropriate. THE OPERATOR also makes no representation concerning any content contained in or accessed through the ECF Platform and THE OPERATOR will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the ECF Platform.
       
    3. The Services provided on the ECF Platform are provided in a “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. THE OPERATOR and its directors, employees, agents, suppliers, partners and content providers do not warrant the following that:
       
      1. the Services will be secure or available at any particular time or location;
      2. any defects or errors will be corrected;
      3. any content or software available at or through the Services on the ECF Platform is free of viruses or other harmful components; or
      4. the results of using the Services will meet your requirements.

       
  15. INDEMNIFICATION
     
    1. THE ISSUER shall indemnify and hold harmless THE OPERATOR, its affiliates and each its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or related to your use or misuse of, or access to, the ECF Platform, content or otherwise from THE ISSUER Submissions, violation of the Terms of Use, or infringement made by THE ISSUER, or any third party using THE ISSUER account, of any intellectual property or other rights of any person or entity. THE OPERATOR reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with THE OPERATOR in asserting any available defenses.

       
  16. ELECTRONIC DELIVERY/NOTICE POLICY AND YOUR CONSENT
     
    1. By using the Services on the ECF Platform, THE ISSUER hereby gives consent to receive from THE OPERATOR all communications including notices, agreements, legally required disclosures or other information in connection with the Services on the ECF Platform (collectively, “Contract Notices”) electronically. THE OPERATOR may provide such electronic Contract Notices by posting them on the ECF Platform.

       
  17. GOVERNING LAW
     
    1. This Agreement shall take effect as a deed made in Kuala Lumpur, Malaysia on the date when it is executed by and behalf of the Parties hereto and all issues and questions regarding to the validity, construction or performance of this Agreement shall be governed by the laws of Malaysia.

       
  18. CONFIDENTIALITY
     
    1. Each of the Parties hereto shall keep all the matters arising from this Agreement in relation to the dealings in strict confidence, except and otherwise as agreed by the Parties hereto.
       
    2. The Parties hereto shall keep strictly confidential the existence of this Agreement and the terms hereof.
       
    3. Under no circumstances at any time shall THE ISSUER, without prior written approval of THE OPERATOR (or its assigned company) in each instance or unless otherwise expressly permitted, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of THE OPERATOR (or its assigned company), any of the confidential information contained in this Agreement. THE OPERATOR shall carefully restrict access and knowledge of this Agreement to those of its officers, directors and employees only.

       
  19. WAIVER
     
    1. No modification, waiver, change or amendment of any of the terms hereof shall be valid unless in writing and signed by both Parties. No waiver of any breach hereof or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

       
  20. NOTICES
     
    1. All notices to be served on the other Party under the terms of this agreement shall be considered to be duly served if the same shall have been delivered to or left with or posted by registered post to the Party at the address herein mentioned.

       
  21. MISCELLANEOUS
     
    1. This Agreement shall be binding on the Parties successors, subsidiaries, its agents and and/or any other companies or persons and also associates of the Parties.

       
  22. APPOINTMENT OF CUSTODIAN
     
    1. THE ISSUER hereby appoints the Custodian as the compliance officer as defined in LLP Act 2012 for the roles prescribed in Schedule 2 and the Custodian hereby accepts such appointment, in each case on the terms and subject to the conditions set forth in this Agreement.
       
    2. THE ISSUER hereby acknowledges and agrees that the Custodian shall:
       
      1. NOT hold the Partnership Units (together with all dividends, rights, bonuses, interest) as an initial Partner in the LLP; and
      2. have no beneficial interest in the Investor’s Partnership Units except in its capacity as a compliance officer of the LLP in each case subject to the terms and conditions of this Agreement. The beneficial interest to the Investor’s Partnership Units shall be held by the Investor.


       
  23. ABSOLUTE DISCRETION
     
    1. The Operator shall have the absolute discretion to refuse and/or reject and/or cancel the Issuer’s application in the event of non-compliance and /or any other circumstances that the Operator believe it is necessary to do so including but not limited to any criminal issue, national threat, racial sensitivity and public security.

       

Appendix A
 

  1. In the event that the amount of investment made by the Investor is less than Ringgit Malaysia ______________________________________________ (RM ________________), the Investor agree that the Investor shall be registered as a partner (hereinafter referred to as “Partner”) in the Limited Liability Partnership to be incorporated under this Agreement (hereinafter referred to as “LLP”) whereas all the rights and obligations of the Investor as partner in the LLP shall be strictly governed by the Partnership Agreement.

  2. In the event that the amount of investment made by the Investor is equal to or more than Ringgit Malaysia _______________________________________
    (RM ________________), the Investor agree that the Investor shall be registered as shareholder in the Investee in which the Investee shall transfer the shares and/or cause for the shares to be subscribed (“Subscription Shares”) by the Investor proportionate to the amount and/or percentage of the investment made by the Investor from the total investment raised by the Investee.

 

Appendix B

Management Fee


As consideration for its service as a compliance officer of the LLP in relation to the Partnership Units and all other shares held pursuant to the Crowdfunding Exercise, the Custodian shall be entitled to fees (inclusive of Goods and Services Tax) (“Management Fee”), unless waived in writing by the Custodian. The Partners shall be responsible for paying the Custodian the Management Fee within seven (7) Business Days of written request by the Custodian. The Partners shall reimburse the Custodian for any disbursements incurred in the performance of its obligations under this Agreement.


Schedule 1

NO

ITEM

FEE

1

LLP Registration

  • LLP Incorporation
  • LLP Name Search & Name Reservation
  • LLP Online Registration
  • LLP Certificate
  • Appointment of Compliance Officer
  • Partnership Agreement
  • Opening of LLP Bank Account
  • Providing the checklist of documents for opening of account
  • Partnership Resolution template
  • Set-Up Registry of Partners

 

RM 1,500

2

Annual Maintenance & Management fee

  • Annual Declaration to CCM
  • Maintenance of Partnership Registry
  • Facilitate communication to all partners on any statutory-related matters and ECF Issuer-related matters pertaining to LLP shareholding in the ECF Issuer

RM 850

3

Maintainig Accounts fee

  • Full and uninterruptted online access to accounts hosted via waveapps

RM 588 @ RM 49 per month

4

Tax Submission fee

  • Tax preparation and submission on behalf of LLP

RM 948

5

Other Fees

Subject to Services offered by Custodian

  • E.g. Rights issues, EGM, AGM

 

Appendix C

Appointed Custodian


The Custodian shall render his services as compliance officer subject to the terms and conditions herein contained.

The Custodian shall carry out its duty as compliance officer to the LLP in accordance to the Act, including but not limited to the following ;
 

  1. To incorporate LLP upon successful fundraising,
  2. To keep and update the LLP registry and other statutory documentation,
  3. To liaise with THE ISSUER’s company secretary regarding share registration process,
  4. To submit Annual Financial Declaration to SSM,
  5. Distributing financial returns to investor,
  6. To update any changes in the LLP,
  7. To ensure appropriate recording in accordance to Section 17 of the Act,
  8. To comply with the Act accordingly as compliance officer.

Custodian Details

NO

ITEM

 

1

Company Name

P L T PLT

2

Registration Number

LLP 000 5525-LGN

3

Founding Partners

Richard George Azlan Bin

Abas & Nik Ariza Ariffiin

4

Compliance Officer

Richard George Azlan Bin Abas