Terms And Conditions
These Terms and Conditions (“Terms and Conditions”) set out the general terms governing your use of the website and the content under the domain name www.ethis.co (“Platform”). All Users (any person who browses, visits, access and/or uses the Platform, whether active, semi-active or inactive user, and includes the Issuer and the Investor) of the Platform are bound by these Terms and Conditions. Read these Terms and Conditions carefully before using the Platform or any service that is provided on the Platform. Please ensure that you understand these Terms and Conditions fully. By accessing to the Platform you accept and agree to be bound these Terms and Conditions. If you disagree with any part of these Terms and Conditions laid down herein, please refrain from using the Platform immediately. It shall be assumed that if you continue to use the Platform, you accept and agree to these Terms and Conditions.
In addition to these Terms and Conditions, any other agreement you may enter into with us after you agree to these Terms and Conditions will prevail over the terms of these Terms and Conditions.
We do not provide you with any advice (investment advice, legal, taxation or any other advice) in relation to the transactions conducted through the Platform. In addition to these Terms and Conditions, you may enter into several other agreements with us and, if inconsistent, the terms of any agreement to which you agree after these Terms and Conditions will prevail over the terms of these Terms and Conditions. Each User confirms that, for the purposes of entering into any investment contemplated by these terms, he or she enters into any investment entirely on the basis of their own assessment of the risks and effect thereof.
All disclaimers, indemnities and exclusions in these terms shall survive termination of these Terms and Conditions for any reason, as shall any other provisions of these Terms and Conditions by their nature are intended to survive such termination.
Ethis Ventures Sdn. Bhd (“ECF Operator”/”We”/”Us”) constantly review these Terms and Conditions to ensure that it is always updated. Hence, We reserve the rights to amend and/or revise and/or modify these Terms and Conditions from time to time without giving any reason or highlighting to you what are the changes made. The amendments will be uploaded to the Platform immediately and it is your duty to regularly review information published on the Platform page. Continuing to use the Platform indicates the acceptance of the amended Terms and Conditions. Users of the Platform.
We state that in preparing and obtaining the information within these Terms and Conditions, whilst reasonable care is taken to ensure reliability and accuracy, the ECF Operator and its associates, directors, employees and partners do not guarantee to its content and completeness and does not accept any liability for losses that arise from relying on the documents published.
To use the Platform services, you have to be a registered member. By clicking sign up or join us, you will be directed to a registration page which requires you to fill in your details. It is your responsibility to maintain confidentiality of your password.
You are responsible for all activities that occur under your account. If there is any suspicious transaction or activity of your account, you are responsible to notify us immediately. We reserve the right to take action we deem appropriate upon receiving notification of any unauthorized use of your account or any intention or actions that disrupts the Platform.
We are required to establish your identity before you are able to use the Platform. We will use third-party organisations to assist with this process. By registering on our Platform you consent to us and our partner organisations using your personal information for the purposes of carrying out credit checks and other searches on you to establish your identity, your creditworthiness and your suitability to carry out Investments. We will keep records of any information obtained.
You authorise us to use any of your personal information which is relevant to our provision of services to you for all reasonable purposes in relation to your use of the Platform. We may retain and continue to process your personal information after the termination of these Terms and Conditions or any other agreement between you and us. Your personal information may be transferred or disclosed to and/or by third parties to enables us to provide services to you and to discharge our obligations to third parties, including relevant stock exchanges, government agencies and regulators.
How do Potential Investors apply for access to Ethis’ Service?
Any person wishing to become Investors and use the service provided on the Platform 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 Platform but is limited to be an Investor or Issuer.
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 listed 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
Investors (any User wishing to invest in an offering on the Platform) must:
- Be above 18 years old;
- Have a valid identification (Passport or Identification);
- If Malaysian, have a permanent address in Malaysia;
- Have a valid contact number;
- Have a bank account;
- Any legal business entity that is accepted in their respective countries; and
- Complete registration requirements and provide any extra documents if requested.
- Declare whether they are subject to any investment limit. (Retail investor – investment limit RM50,000 at any time)
- Provide a MBAN number if the investor is an Angel Investor.
There are three types of investors 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; or refers an individual whose total net personal assets exceed RM3 million or its equivalent in foreign currencies and has experience in investing in securities.
“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 below:
Category of Investor Investment Amount:
Sophisticated Investor – No restrictions on investment amount.
Angel Investor – A maximum of RM500,000 within a 12-month period.
Retail Investor – A maximum of RM5,000 per issuer with a total amount of not more than RM50,000 within a 12-month period.
If the investor has not exceed 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 has successfully raised funds, we will take down the Campaign from the Platform and execute necessary agreements. If there is 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 is material adverse changes on the documents 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 Platform Processing Fees 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 by crediting the refund into the bank account or the available balance which is up to the Investor’s preference. No interest and/or payment provider fee shall be payable/refunded to Investors on any such refund.
Where the right to refund is applicable, the Investor shall bear all transactions costs.
Entry Requirement of Issuer
Only locally incorporated private companies and limited liability partnerships (excluding exempt private companies) can be an Issuer (company hosted on the Platform to offer its shares).
Based on the SC guidelines, the following entities are prohibited from raising funds through Equity Crowdfunding platform:
(a) Commercially or financially complex structures (i.e. investment fund companies or financial institutions);
(b) Public-listed companies and their subsidiaries;
(c) Companies with no specific business plan or its business plan is to merge or acquire an unidentified entity (i.e. blind pool);
(d) Companies other than a microfund that propose to use the funds raised to provide loans or make investment in other entities;
(e) Companies other than a microfund with paid-up share capital exceeding RM10 million; and
(f) any other type of entity that is specified by the SC.
Any company wishing to access the Platform as an Issuer must be a registered member.
An Investor should not take our agreement to host an Issuer on our Platform as any form of recommendation to invest in the shares offered by Issuer on our Platform nor as to the merits of the Issuer’s business or its likelihood of success. Any decision to invest in a company that is an Issuer shall be the Investor’s alone.
The Investor acknowledges that he or she has read and understands the risk warnings in relation to the investment which are set out on the Platform.
An Issuer’s Offering will remain open for investment for an agreed initial period of up to 90 days (the “Investment Period”). If the Issuer has not received its Minimum Target Amount (the minimum amount that the Issuer wishes to raise) by the end of the Investment Period then the Offering will be withdrawn, unless the ECF Operator and the Issuer mutually agree to extend the time period for the Offering. If the Issuer has received its Minimum Target Amount by the end of the Investment Period, then the Offering will proceed to completion.
An Investor may invest in a Issuer at any time during the Investment Period. The Investor shall confirm the amount it wishes to invest (or it wishes the Nominee to invest on its behalf), and shall enter into the provided Investment Agreement (or shall authorise the Nominee to enter into such agreement) with the Issuer. The Investment Agreement (an agreement between an Investor and an Issuer or between the Nominee and an Issuer, as relevant under which such Investor agrees to subscribe for shares in the Issuer’s company through the Platform and which sets out the full terms on which the Investor agrees to subscribe for such shares). The investment shall be made, subject to the Minimum Target Amount being reached. The Investor shall transfer funds to the relevant account. The Investment Agreement shall set out the full terms on which the Investor agrees to subscribe for such shares. After the Investor or the Nominee (a person or company, not the owner, in whose name shares is registered has entered into an Investment Agreement) the Investor has the right at any time during the Cooling Off Period (6 (six) calendar days commencing on the date of the Investment Agreement) to cancel its subscription for the shares by notifying the ECF Operator.
If an Investor exercises their right to cancel an Investment during the Cooling Off Period, or for any other reason, it is required that funds are returned to the Investor, and any funds transferred by him or her by way of investment payment will be refunded to him or her in full. In order to effect this transfer, additional anti-money laundering or other checks to verify the identity of the transferee of the funds and the recipient of the funds may need to take place prior to its return. Accordingly, in order to ensure compliance with anti-money- laundering obligations, there may be a delay in returning funds to an Investor who cancels their Investment until these checks have been completed satisfactorily and they have fully complied with their obligations under the anti-money-laundering regulations. The Investor is liable for any bank fees, and any fluctuations in currencies since the original investment transaction.
ECF Operator is entitled at its discretion to reject any Investment Agreement or part thereof which it believes on reasonable grounds to be incomplete or to have been provided in error, or which ECF Operator reasonably believes that it cannot for some reason accept without being in breach of relevant laws and regulations. In the event that an Investment Agreement is not accepted, then any monies paid in respect of that investment shall be returned, after deducting transactional costs, to the Investor as soon as practicable.
Except in the event of fraud, no Relevant Person (ECF Operator’s Directors, employees, consultants, agents or advisors) shall be liable or responsible to any Investor or any Issuer for any of the following matters, and each Relevant Person hereby excludes, to the fullest extent permitted under law (including contract, tort or breach of statutory duty), any and all liability for, or in respect of:
(a) the performance of any Issuer, the market opportunity, or its ability to meet its business plan or projections or any other information set out in the Offering;
(b) the suitability of any Issuer for investment;
(c) the terms of any investment in an Issuer (including without limitation the Investment Agreement);
(d) the undertaking or outcome of any due diligence exercise in respect of an Issuer or any due diligence report in respect of an Issuer (whether legal, financial, technical or otherwise); and
(e) obtaining any tax relief in relation to an investment in an Issuer or that Issuer remaining eligible for a tax relief after the investment has been made.
Except for in respect of death, personal injury or any other matter for which it would be illegal for a Relevant Person to limit its liability, the total aggregate liability of any Relevant Person under or in connection with these terms or any Investment made through the Platform howsoever arising and whether in contract, tort or otherwise (including for negligence) shall be RM1,000 or equivalent to the amount invested by the Investor whichever is lower.
During the Investment Period, the Issuer is restricted from approaching, interacting or communicating with any other equity crowdfunding operators for the prospect of being hosted on their platforms and this is notwithstanding that such other operator makes the first attempt to communicate or interact with the Issuer.
If the Issuer intends to carry out another campaign on a licensed Peer-to-Peer crowdfunding platform in Malaysia. the Issuer shall first discuss the same with us and obtain our approval.
Representations by Issuers
The Issuer undertakes to provide the ECF Operator and its officers, advisor, agents and / or third party service providers with all the necessary and relevant information, documents, records and materials in relation to the Issuer and its business, projects, operation and finance.
The Issuer warrants and irrevocably undertakes:
(a) that by virtue of entering into these Terms and Conditions, the Issuer will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon the Issuer;
(b) that the Issuer and its directors have not committed and are not in breach of any of the laws of Malaysia or any such other jurisdiction in relation to the affairs of the company and having an adverse effect on the affairs of the company;
(c) that the Issuer has full legal right, power and authority to execute, deliver and perform its obligations under these Terms and Conditions and all such other documents and instruments as specified or referred to herein;
(d) that the ECF Operator is entitled to conduct fundraising campaigns for (i) any other Issuer who may be conducting similar or competing businesses; or (ii) suppliers or customers of the Issuer, without having to obtain consent from the Issuer; and
(e) that there is no provision in the Issuer’s memorandum and articles that has been or would be contravened by the execution and delivery of this Terms and Conditions
ECF Operator shall act in good faith and perform the services with reasonable care and skill in accordance with generally recognised commercial practices and standards in the industry for similar services, and observe and comply with all applicable laws and regulations.
All monies transferred will be held by a Trustee (a registered company to administer Users’ monies) on behalf of Users.
All offerings on the Platform are intended to be shariah-compliant.
The Investor consents to the Investments being registered in the name of the Nominee.
ECF Operator undertakes with that it shall or shall procure that the Nominee shall:
- hold such Investment as nominee and on trust for the Investor;
- have no beneficial interest in the Investment;
- promptly account to the Investor (or as the Investor may direct) for all dividends or other payments paid to the Nominee in respect of the Investment;
- exercise all voting and other rights, powers and privileges attaching to the Investment only in such manner as the investor shall direct or approve;
- exercise all rights powers and privileges to which it is entitled under the articles of association and any investment or shareholders agreement or other documentation signed by the Nominee on behalf of the Investor in relation to the Investor’s investment with the Issuer only in such manner as the Investor shall expressly direct or approve;
- transfer, deal with or otherwise dispose of the Investment in such manner as the Investor shall direct and not sell, transfer, charge, encumber or otherwise deal with or dispose of the Investment except as expressly so directed; and
- notify the Investor in writing as soon as practicable upon receipt by the Nominee of all notices and documents whatsoever affecting or relating in any way to the investment.
ECF Operator and Nominee may not lend any investments or title documentation to a third party or borrow against the security of such investments or documents.
The ECF Operator reserves the right at its sole discretion, at any time and from time to time, to prevent, stop and/or disallow by any means, any User to continue using the Platform without assigning any reason whatsoever, and/or to revoke the registration status and deactivate the account of the User from the Platform.
The revocation of the status of the User under these Terms and Conditions shall not result in a termination of any contract or other agreement to which the User is a party at that time.
The ECF Operator, by allowing an Issuer to list on the Platform and to carry out the Offering, makes no representation and warranty on the credit worthiness of the Issuers and viability of any Offering. The ECF Operator also makes no representation and warranty as to the truthfulness, accuracy and completeness of all information and documents about the Issuers, the Offerings and their information on the Platform. Potential Investors shall consult with their own professional tax, legal and financial advisors before making any investment on the Platform.
The User agrees to:
- provide, maintain and promptly update true, accurate, current and complete information about the User as may be prompted by any registration forms on the Platform;
- maintain and safeguard the security of the User’s login details to login and access the Platform;
- not to misuse the Platform to the detriment of the ECF Operator and the Platform;
- ensure that only the User and the User’s authorised agents shall have access to the Platform using the User’s login details; and
- be fully responsible for all use of the User’s account and for any actions that take place using the User’s account.
Third Party Link
There may be third party websites provided on the Platform. This is for your conveniences in accessing to other information and we hold no responsibility for any damage or losses occur by relying on the third party websites.
Copyright and Trademark
We respect the rights of every individuals in relation to intellectual property rights. Hence we will respond to notices of alleged copyright infringement that comply with applicable law.
As mentioned above, we discourage any taking advantage of a person’s intellectual property rights. In this case, you must not reproduce, modify, copy, distribute, and upload the information provided on the Platform.
Restriction or Prohibited Conduct
By accepting the Terms and Conditions, You shall not in any way use the Platform in the respect that:
(a) is in breach of the Term and Conditions, policies or any other agreement entered with us;
(b) Conduct fraudulent, criminal or unlawful acts on the Platform;
(c) Misuse the Platform in an obscene, indecent, vulgar, profane, racial, sexist, offensive, discriminatory, derogatory, harmful, unlawful, threatening, harassing, embarrassing, malicious, abusive, hateful, political, defamatory manner;
(d) Violate any laws and regulations applicable jurisdiction not limited to the Securities Commission Malaysia Regulations;
(e) Impersonate or misrepresent any person or body;
(f) attempt to gain unauthorized access to the Platform, or the computer systems or networks connected to the Platform through hacking, password mining or any other means;
(g) upload, post, email or transmit, or otherwise make available through the Platform any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law or these Terms and Conditions;
(h) use the Platform in any manner that could damage, disable, overburden, or impair the Platform, or interfere with any other party’s use and enjoyment of the Platform;
(i) Infringes or breach the copyright or property rights;
(j) Distribute, or disclose any private information of any third party; or
(k) Refrain or restricts any other person from using or enjoying the forum on the Platform.
We reserve the right to suspend and /or terminate your account if we have reasonable belief that you have committed any breach or suspected to commit breach from the above mentioned.
Your access to and use of our services is at your sole risk. We make no representation or warranty of any kind express or implied. We do not hold any liability in relation to your use or inability to use or delay in use of the Platform or any information or material in it or accessible from it or from any action or decision taken as a result of using our Platform.
You should bear your own costs and expenses including but not limited to legal, transactional, professional and consultancy costs.
All disclaimers, indemnities and exclusions in these terms shall survive termination of these terms for any reason, as shall any other provisions of these terms that by their nature are intended to survive such termination.
Fees and Charges
We charge Investors: No fee is charged to the Investors except for any fee/charge by 3rd parties such as bank charges or Trustee charges.
We charge Issuers:
(a) Registration Fee (up to RM3,500)
A one-time fee charged upon application to host the Campaign on the Platform. This fee will not be refunded regardless of the success of the Campaign.
(b) LLP Incorporation Fee (RM1,000)
This fee is charged to Issuer to cover the cost of incorporating a Limited Liability Partnership if applicable.
(c) Campaign Fee (6% – 10% of the capital raised)
Fee charged by the Platform to Issuer upon successful fund-raising. Rate is determined by extent of services provided and the total amount of fund raised. Fee amount calculated from the rate will be deducted from the investment money disbursed to Issuer.
(d) Post Campaign Fee (up to RM3,600 per annum)
Fee is charged by Platform to Issuer for services related to post ECF Campaign and covers investment updates by Issuer to Investors.
(e) Stamp Duty
Duty payable under the law. Any tax or stamp duty applicable by law on the financing amount raised will be borne by the Issuer.
Bank Charges – Charges if applicable shall based on any charges by the bank (such as IBG, FPX) or payment transfer service.
Trustee Charges – Charges if applicable shall based on any charges by the Trustee.
You agree to the terms related to the fees and charges and authorize the ECF operator to make such deductions and charges.
You agree to defend, indemnify and hold us harmless from and against all liabilities, damages, claims, actions, costs and expenses in connection with any claim by a third party arising out of or your use of the Platform or other materials through the Platform by you or users of your Account in violation of this Terms and Conditions or in violation of any applicable law.
Duty of Confidentiality
Members are allowed to access the information on the Platform for their personal use or in the course of their business for the purpose of assessing whether or not to participate in funding a campaign or seeking for funds.
Each member accepts that it owes a duty of confidentiality to the ECF Operator with regard to:
- The Internal operating systems and procedures used by the ECF Operator;
- The agreements provided and documents; and
- Any information provided in relation to potential or actual Investors.
Termination of Membership
A member may terminate the membership by sending written notice of termination to the us. We may terminate the membership of any member at any time for any reason with immediate effect. The User accepts and acknowledges that the ECF Operator will be entitled to retain such information about the User and any investments, as necessary, in order to comply with the requirements to the relevant regulatory bodies.
Communications and Notices
Any notice given by any party under or in connection with these terms shall be in writing and in English. It shall be delivered by email, and shall be deemed received, upon sending, at 9:00am on the second business day. To prove service it is sufficient to prove that the email was sent to the correct address (being firstname.lastname@example.org or the email address associated with your account).
No failure or delay by you or us in exercising any of our rights under these terms shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable, in whole or in part, these Terms and Conditions shall continue to be valid as to its other provisions and the remainder of the affected provision.
These Terms and Conditions shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Terms and Conditions shall be construed so as to constitute you and us as agents of one another.
These Terms and Conditions shall be binding on and inure to the benefit of each party and their respective successors and assignees.
We shall not be in breach of these Terms and Conditions if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any uncontrollable natural disaster, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any internet or computer system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
You acknowledge that you have not relied upon any representations, statements or pre- contractual statements that are not expressly set out in these Terms and Conditions.
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 the User has a complaint about the services operated by the ECF Operator it should be communicated through the Platform’s proper communication channels. If the User is not satisfied with the response or outcome, the User may escalate the complaint to the Compliance Officer (CO) via email email@example.com. The CO shall oversee the management of User’s complaints to ensure a response no later than 7 business days from the date of the complaint.
Alternatively, the User may direct the complaints to the Consumer and Investor Office of the Securities Commission Malaysia.
Details of the Office:
Calling: (603) 6204 8999;
Emailing: firstname.lastname@example.org ;
Mailing to: Consumer & Investor Office
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
50490 Kuala Lumpur;
Faxing: (603) 6204 8991