This Investor agreement (the “Agreement”) is made between:
- ETHIS KAPITAL SDN. BHD. (Company No. 1190827-P), a company incorporated in and existing under the laws of Malaysia with its registered address at E-13A-05, Plaza Mont Kiara, No. 2 Jalan Kiara, 50840 Kuala Lumpur, and having its business address at 219, Jalan Ara, Bangsar, 50480 Kuala Lumpur (“Ethis Kapital”); and
- You, as an individual or a company (“Investor”) who wishes to fundraise a Company in response to the Campaign Launched on the website under the domain name nusakapital.com (“Website”).
This Agreement shall be effective when you tick a box confirming that you have read and understood the terms and conditions and agree to be bound by the terms of this Agreement.
DEFINITIONS AND INTERPRETATIONS
In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth opposite such expressions:-
- Angel Investor – means an investor that is accredited by the Malaysian Business Angels Network (MBAN) as an angel investor;
- Campaign – means a project of an Issuer which is seeking for funding through the P2P Platform;
- Campaign Materials – means all information relating to Campaign and Issuer, including but not limited to the ownership and management structure, assets and liabilities, profitability, business plan and any other relevant information hosted on the P2P Platform;
- Campaign Period – means the period of time when Campaign is hosted on the P2P Platform and open to the Investors to fund;
- CMSA – means the Malaysian Capital Markets and Services Act 2007;
- Foreign Investor – means Investor who accesses a Campaign on the P2P Platform from outside Malaysia or who is not a Malaysian citizen;
- Islamic Investment Note – means any contract, agreement, note or any other document evidencing undivided ownership or investment in any assets in compliance with Shariah principles and concepts endorsed by Shariah Advisory Council of SC, and is executed or offered, on or through an electronic platform where an investor expects a financial return, but does not include–
- any right, option or interest in respect thereof; (b) a cheque, banker’s draft or any other bill of exchange or a letter of credit; (c) a banknote, guarantee or a takaful policy; or (d) a statement, passbook or other document showing any balance in a current, deposit or savings account;
- Investor – means you and/or another investor on the P2P Platform, as the case may be;
- Issuer – means a person who is seeking for funding or raising capital on the P2P Platform;
- P2P Platform – means nusakapital.com, the internet-based peer-to-peer financing services provided by the Company and includes all secure area of the Website in addition to any technology made available to the Investors;
- Retail Investor – means all other investors apart from Sophisticated Investor and Angel Investor;
- SC – means Securities Commission Malaysia;
- Sophisticated Investor – means any person who falls within any of the categories of investors set out in Part 1, Schedule 6 and 7 of the CMSA and includes a Venture Capital corporation, Venture Capital Management Corporation, Private Equity Corporation and Private Equity Management Corporation registered with the Securities Commission Malaysia (“SC”); and
- Wakalah Letter 1 – Appointment of P2P as an Agent for the Investor (In order to facilitate the financing exercise, the Issuer will appoint Ethis Kapital Sdn Bhd (“EK”) (without fee) as its agent restricted to enter/execute the Murabahah Sale Contract on behalf of the Issuer)
- Wakalah Letter 2 – Appointment of Issuer as a Sub-Agent for P2P (the Investor shall appoint EK as its agent (without imposing any fees) restricted to undertake the specific tasks as detailed out in the Murabahah Facility Letter, including to conclude the purchase of the Asset from the supplier and to enter/execute the Murabahah Sale Contract on behalf of the Investor)
- Wakalah Contract – Appointment of P2P as an Agent for the Issuer:
- to collect the Financing Amount from the Investor and remit the Financing Amount into the Trust Account; and
- to enter/execute the Murabahah Sale Contract for and on behalf of the
- Website – means nusakapital.com
We constantly review our Agreements to ensure that it is always updated. Hence we reserve the rights to amend and/or revise and/or modify the Agreement from time to. We will send you an email indicating any changes made to the terms and the new Investor Agreement. The amendments will be uploaded to the Website immediately and your continued use indicates the acceptance of the amended Investor Agreement.
Purpose of this Agreement
The Purpose of this agreement is to meet legal obligations, relating to P2P financing platform and our services, imposed on us under the relevant legislation and under the terms and conditions of the Guidelines on Recognized Markets which was issued by the Securities Commission Malaysia. This Agreement also acts as a guidance for you on various processes in relation to the investment through the Website.
Ethis Kapital is offering a P2P financing Platform whereby Issuers may raise funds on the Website. The terms on which our Company provides its financing services are set out in the following documents, which are available on the Website as follows:
- Terms and Conditions
- Risk Statement
- Investor Agreement
- Issuer Agreement
How do Potential Investors apply for access to Ethis Kapital’s Service?
Any person wishing to become Investors and use the service provided on the Website must first complete the registration process. By clicking sign up or join us, you will be directed to a registration page which requires you to fill in your details such as a username and your password. It is your responsibility to maintain confidentiality of your password. You may be required to verify your email by clicking to the link sent to your email.
Once the person has registered with us, the person will be able to view all Campaigns on the Website but is limited to be an Investor or Issuer unless they register with us as an investor and agrees to the terms of the Investor Agreement.
To register as an investor on the platform, the person must be a registered member, and provide details about themselves. For the purposes of compliance with the Anti-Money Laundering, Anti- Terrorism Financing and Proceeds of Unlawful Activities Act 2001, we are required to collect information from Investors in relation to the identity of individuals and other relevant person, and information in relation to the source of funds of the Investors. You are required to fill in the Investors Application form (KYC) and attach relevant documents for us to verify your identity. We will notify you by email as to whether or not your registration to become an Investor is successful. Once you are successfully registered as an Investor, you will be able to view details of current Campaigns hosted on the Website. You may deposit funds into your own account and it will be reflected in the Available Balance on the Investor’s Account.
Eligibility criteria for Investors
- Be 18 years of age or older at the time of registering as an investor (if the person is an individual).
- Declare whether they are subject to any investment (Retail investor – investment limit RM50,000 at any time)
- Provide a MBAN number if the investor is an Angel
- Acknowledge that they read and accept the Warning Statement, Disclosure statement, Terms and Condition and Privacy
Our service and the Website are designed for people who are residents in Malaysia. An Investor who wishes to fund a campaign from outside Malaysia or who is not a Malaysian citizen is solely responsible for ensuring their compliance with all relevant laws of any country outside Malaysia.
Responsibility of an Investor
All Investors whether Foreign or otherwise, are strongly encouraged to seek professional advice and independent legal advice as to their rights and obligation in relation to the Campaigns. Further it is important to read the risk warning statement and understand how risky the investment can be which may result to losing all your investment.
You are also responsible to notify us should any of the details or information which you have provided to us have changed. This is important especially when there is a change of email address as email is the principal medium of communication from Ethis Kapital and you.
As mentioned in the Privacy Notice, we do not sell, trade, or otherwise transfer to third parties your personal information. However, we may release your information when we believe it is appropriate to comply with the law, enforce our site policies, or protect ours and others’ rights, property or safety.
Termination of Platform Access
We reserve the right to refuse or terminate your membership at any time without providing any reason whatsoever if at any time we are concerned about whether you have provided true and accurate information, where we cannot verify your identity, where you fail to satisfy the anti- money laundering and other legal compliance checks on you or we have doubts as to whether you are at least 18 years old.
We have the rights to terminate your membership even if you still have funds located in your available balance. As a result to this, we will refund your available balance.
Launching a Campaign
We carry out due diligence on each Company before hosting the Campaigns on the Website. The Process of assessing and screening is explained in the Disclosure statement. Please refer to the disclosure statement for your understanding on how the assessment is carried out. We will also require the Issuer to fill up the Application Form (KYC) to ensure that the Company who is seeking funds is compliance to the relevant laws and regulations of Malaysia.
We do not provide warranty, promise any indication about the success or otherwise of the companies through our Website. We have listed out a warning about the riskiness of investing on a P2P financing platform which is located in the Disclosure statement and the Risk Warning Statement.
If we identify any discrepancies or concerns, undergoing investigations and due diligence on the Company, we will raise them with the Company for explanation and clarification. If they fail to clarify or provide a reasonable explanation, we will reject the Company’s application to use the Website to launch a Campaign.
We highly encourage the Investors to carry out its own investigation and research before committing to any investment.
Ethis Kapital role on the Platform
All information or materials within regards to the Campaign is prepared solely by the Issuer. We do not hold any responsibility or makes no representation in relation to the accuracy or completeness of any information and gives no warranty to the Investors.
You are required to make your own assessment and decision as to whether or not to proceed with the investment and we will accept no liability whatsoever with regards to your decision to invest or not to invest, except to the extent imposed by law.
There are three types of investors which is defined as:
“Sophisticated Investors” means any person who falls within any of the categories of investors set out in Part 1, Schedule 6 and 7 of the CMSA and includes a Venture Capital corporation, Venture Capital Management Corporation, Private Equity corporation and Private Equity Management Corporation registered with the SC.
“Angel Investors “refers to an investor that is accredited by the Malaysian Business Angels Network as an angel investor; and
“Retail Investors” refers to all other investors apart from Sophisticated Investor and Angel Investor.
When the Investor is ready to Invest in a Campaign, the Investor will click on “Invest Now” and complete the relevant details such as filling in the amount to invest. A notification box will come out stating whether they have exceeded their investment limit and needs to adjust.
Investors may invest subject to the investment limits imposed by the SC, as per the table below:
|Category of Investor||Investment Amount|
|Sophisticated Investor||No restrictions on investment amount.|
|Angel Investor||No restrictions on investment amount.|
|Retail Investor||A maximum of RM50,000.00 at any period of time.|
If the investor has not exceeded the investment limit, the Investor will then be directed to a confirmation page which describes project details and amount pledged. The Investor is required to accept the Terms and Conditions. They will be directed to a thank you page and will receive a Facility Letter for their reference. Payment can be made via bank transfer or online payment gateway. Once sufficient fund is raised or the Campaign is successfully fund raised we will take down the Campaign from the Website and the Platform will execute agreement: Wakalah 1, Wakalah 2, Wakalah Contract and the Islamic Investment Note. If there are material adverse changes, we will notify the Investor and you will be given an option to opt- out or continue investing. If you decide to opt-out from the Investment we will proceed to the Refund Process.
In any case where the Investor elects to withdraw after being notified that there are material adverse changes on the campaigns documents (i.e. changes in the campaign terms and conditions, structure of investment, campaign period) or any unsuccessful campaigns, or investors choose to withdraw their available balance at any time, we will refund the funds to the Investors.
No reimbursement of any fees and charges shall be allowed, unless the refund request was made due to technical fault/error such as transaction duplicity, data entry mistake or any other circumstances the Company at its sole discretion deems fit.
In the event the Campaign was not successful for any reason including where the targeted amount was not achieved, we will refund the Investment sum paid to the Investor by crediting the refund into the bank account or the available balance which is up to the Investor’s preference. No Payment Service Provider Fee (fee charged by the payment service provider with regards to the refund process) shall be payable/refunded to Investors on any such refund. Any interest earned on investors’ monies will be paid to the investors accordingly unless otherwise notified in writing.
Payment Process to Investor
The Issuer will transfer the monies to our trust account and a notification email will be sent out to the Investor and the Investors will be given an option to transfer the funds to Investor’s personal account or transfer it to the Available Balance (Any balance outstanding in Investor’s trust account with the Trustee) of the Investor account. We will then update the Investor’s profile.
All transactions will be recorded and updated to avoid discrepancies of account. We will adopt an efficient communication system between the trustee and us to ensure that all transactions is well recorded.
You agree to indemnify and hold harmless Ethis Kapital, its officers and employees from and against any and all claims, losses, expenses, demands or liabilities arising out of or in connection with your breach of this Agreement, including solicitors’ fees and costs incurred by Ethis Kapital defending against them.
You acknowledge and warrant that you are not and have not been engaged directly or indirectly in any transaction that involved any unlawful activity and always in compliance with anti-money laundering rules and regulation in Malaysia.
These terms and Conditions shall be governed by, construed and enforced by Malaysian Law. You agree to submit to the exclusive jurisdiction of the Malaysian courts.
If a member has a complaint about the services operated by the Company it should be communicated to the Company at email@example.com. Alternatively, you may direct the complaints to the Consumer and Investor Office of the Securities Commission Malaysia.
Signed by : Ethis Kapital Sdn. Bhd.
Signed by: You, as the Investor by ticking the box confirming that you have read and acknowledge the terms and conditions and agree to be bound by the terms