Fundraising Company Terms and Conditions

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Version : 26 July 2024

1. INTRODUCTION

1.1 These Terms and Conditions, sets out the terms of the relationship between Wahed Ventures and you, a Fundraising Company wishing to raise funds on the Platform, and shall become effective and binding on you, upon your checking of a box indicating your agreement to these Terms and Conditions and your subsequent submission of the agreement.

1.2 By agreeing to these terms and conditions, the Fundraising Company also consents to comply with Wahed Ventures’s cookie policy, privacy policy, conflicts of interests policy, Fundraising Company terms and conditions, Platform terms of use and all terms and conditions of Wahed Ventures published on its Platform as updated from time to time, (together, the Platform Agreements).

1.3 Schedule 1 sets out the definitions of words and phrases used in these Terms and Conditions and gives the rules for interpreting them. 

2. FUNDRAISING COMPANY SUITABILITY

2.1 In order for the Fundraising Company's application for fundraising to be considered, the Fundraising Company shall complete the application form as published on the Website. The Fundraising Company acknowledges that submission of the completed application form does not guarantee acceptance for fundraising on the platform.

2.2 The Fundraising Company agrees that in order to raise funds on the platform, it shall comply with the requirements stipulated by the Securities Commission of Malaysia's Guidelines on Recognized Markets  (“SC Guidelines”), as defined below. The Fundraising Company shall provide all necessary documentation and information as required by applicable laws and regulations.

2.3 The Fundraising Company agrees to disclose information about the company, its directors, shareholders, and key management team to Wahed Ventures. Wahed Ventures reserves the right to verify the accuracy of the information provided by the Fundraising Company using public registers, third-party registers, accounts, the company's own records, and declarations made by the Fundraising Company.

2.4 The Fundraising Company further agrees to submit the disclosure requirements as specified by Wahed Ventures and as applicable in the SC Guidelines. The Fundraising Company shall provide all necessary documents and information in a timely manner to facilitate the fundraising process.

2.5 The Fundraising company represents and warrants that all products, services, business practices, and operations for which it seeks funding through the Platform are and shall remain compliant with Shari’ah (Islamic law) principles and guidelines (hereinafter referred to as "Shari’ah Compliance").

2.6 The Fundraising company acknowledges and agrees that it is solely and exclusively responsible for ensuring ongoing Shariah Compliance of its products, services, business practices, and operations. This responsibility encompasses all aspects of Shari’ah law, including but not limited to, prohibitions on interest (riba), uncertainty (gharar), gambling (maysir), and investments in businesses that are haram (forbidden under Islamic law).

2.7 Wahed Ventures retains sole discretion to determine whether the Fundraising Company is deemed fit and proper to raise funds on the platform. Wahed Ventures may consider various factors, including but not limited to the Fundraising Company's financial standing, business model, regulatory compliance, and overall suitability for fundraising on the platform.

2.8 Wahed Ventures reserves the right to reject any application for fundraising without providing reasons for such rejection. The decision of the Wahed Ventures shall be final and binding.

2.9 Upon receipt and review of the Fundraising Company’s application, Wahed Ventures, at its sole discretion, may provide its express, written consent indicating its approval for the Fundraising Company’s ECF Offering. Such approval, if granted, authorises the commencement of the ECF Offering and the publication of the Fundraising Company’s campaign on the Platform (‘Approval’). Once approved, Wahed Ventures agrees to publish the ECF Offering on its platform for potential investors to view and participate. The approval does not imply an endorsement or any guarantee of success of the ECF Offering or any obligation on Wahed Ventures beyond those specified in this Agreement. 

2.10 Wahed Ventures reserves the right to terminate the ECF Offering after an Approval if it determines that the Fundraising Company has failed to meet the requirements as set forth in this agreement. Upon such determination, Wahed Ventures shall provide written notice to the Fundraising Company of such termination. This notice may be delivered by digital means, including but not limited to email or via a designated online platform. The termination will take effect immediately upon the Issuer's receipt of the written notice, unless otherwise specified by Wahed Ventures. In the event of such termination, the Issuer will not be entitled to any refund of fees paid to Wahed Ventures under this agreement. The termination of the ECF Offering will be without prejudice to any other rights or remedies that Wahed Ventures may have under this Agreement or by law.

3. SERVICES OF WAHED VENTURES

3.1 Wahed Ventures is registered with and authorised by the Securities Commission Malaysia to operate as an equity crowdfunding platform. As such, Wahed Ventures is obligated to comply with the regulations and guidelines set forth by the Securities Commission Malaysia in operating its platform.

3.2 The crowdfunding platform operated by Wahed Ventures serves as a platform for connecting eligible Fundraising Companies with potential investors. It is important to note that Wahed Ventures acts solely as a facilitator and is not an underwriter or placing agent for any fundraising campaign conducted on its platform.

3.3 Wahed Ventures reserves the right to approve and publish fundraising campaigns for any eligible Fundraising Companies, including businesses that may be similar to or competitive with other Fundraising Companies. This discretion allows Wahed Ventures to maintain a diverse range of investment opportunities for investors on its platform.

3.4 In the event that the Fundraising Company does not achieve the target fundraising amount within the specified timeframe, the fundraising campaign will be deemed unsuccessful (an ‘Unsuccessful Campaign’). Wahed Ventures will not be obligated to provide any funds to the Fundraising Company, and any funds pledged by Investors will be returned to the Investors within thirty (30) days of the campaign being deemed unsuccessful.  

3.5 Wahed Ventures retains sole discretion to determine whether a Fundraising Company is deemed fit and proper to raise funds on its platform. While Wahed Ventures exercises due diligence in evaluating Fundraising Companies, it is important to note that Wahed Ventures will not be liable for any loss or damage incurred by users as a direct or indirect result of its decision to approve or reject a Fundraising Company's fundraising campaign.

3.6 If Wahed Ventures approves the ECF Offering to be published on its platform, it will review the offering materials provided by the fundraising company. At its discretion, Wahed Ventures may request specified changes to the offering materials to ensure that the claims made are fair and not misleading.

3.7 Upon approval of the offering materials, Wahed Ventures will publish them on its platform. It's important to note that publication of the offering materials does not guarantee that the fundraising company will be successful in receiving funding. Wahed Ventures reserves the right to remove the offering materials from the platform at any time if it discovers any material adverse changes to the factors that led to its approval decision, without disclosing the reason.

3.8 The fundraising company grants Wahed Ventures a non-exclusive, transferrable, revocable, royalty-free license to use all offering materials for marketing purposes related to the ECF offering and Wahed Ventures generally. Wahed Ventures may use these offering materials at its discretion without seeking prior consent, both during and after the completion, expiry, or termination of the ECF offering.

3.9 Upon approval of the ECF offering, it will be made available to registered Wahed Ventures investors. Investors may indicate their desired investment amount, and Wahed Ventures will record these investments on the platform. Wahed Ventures reserves the right to reject any investment for any reason or no reason, without providing justification.

3.10 Before reaching the Target amount, the fundraising company may request Wahed Ventures's consent to increase the number or improve the terms of the shares offered. Wahed Ventures may grant or withhold consent at its discretion.

3.11 Upon meeting the Target amount, subject to any other agreement between the parties, the ECF offering will close on the date specified by the fundraising company.

3.12 Before Wahed Ventures disburses the funds raised to the fundraising company, the following pre-conditions must be met:

3.12.1. The fundraising company has raised and accepted an amount equal to or greater than the target amount ;

3.12.2.The fundraising company provides board authorization for the issuance of shares according to the term sheet;

3.12.3. The fundraising company issues the shares to the Custodian appointed by Wahed Ventures, and a return of allotment of these shares is received;

3.12.4. A cooling-off period of 6 business days has expired; and

3.12.5. Any other requirements as set out in the Securities Commission of Malaysia's guidelines on recognized markets.

3.13 Upon meeting the above requirements stipulated in clause 3.12, the fundraising campaign shall be deemed successful (a ‘Successful Campaign’). Upon a Successful Campaign, Wahed Ventures agrees to transfer funds raised to the Fundraising Company, and the Fundraising Company agrees to use the funds in accordance with the purpose outlined in the ECF Offering Materials and to comply with all other obligations under this Agreement and any other agreement with Wahed Ventures. 

3.14 Online Platform Maintenance and Availability

3.14.1. Wahed Ventures agrees to maintain the online crowdfunding platform in good working order throughout the duration of the fundraising campaign for the Fundraising Company.

3.14.2. Wahed Ventures shall provide advance notice to the Fundraising Company regarding any scheduled maintenance or downtime that may affect platform availability, whenever possible.

3.14.3. In the event of unscheduled downtime or technical issues impacting the platform's availability, Wahed Ventures will make reasonable efforts to restore services promptly and minimise disruption to the fundraising campaign.

3.15 Wahed Ventures acknowledges its obligation to provide reasonable support to Fundraising Companies using its platform. This support may include designated points of contact or access to a helpline during specified hours for resolving platform-related queries or technical issues.

3.16 Wahed Ventures shall treat all Fundraising Companies participating in campaigns on its platform fairly and without discrimination. Discrimination-free treatment includes equitable access to platform features, promotional opportunities, and communication channels, ensuring equal opportunities for fundraising success among eligible companies.

3.17 Wahed Ventures acknowledges its role as the primary communication channel between the Fundraising Company, the Custodian, and the Investors throughout the fundraising campaign. Wahed Ventures commits to facilitating transparent and timely communication, including but not limited to distributing relevant information, addressing queries or concerns promptly, and coordinating discussions among involved parties.

4. UPDATES ON DISCLOSURES

4.1 The Fundraising Company is responsible for ensuring the accuracy and truthfulness of the information provided in its Offering Materials. 

4.2 Wahed Ventures will serve as the primary communication channel between the Fundraising Company, the Custodian, and the Investors. This includes, but is not limited to, distributing information, relaying queries or concerns, and facilitating discussions. Wahed Ventures commits to ensure that all communication is conducted in a timely, efficient, and transparent manner, adhering to all relevant laws, regulations, and guidelines."

4.3 You will notify us immediately if, at any time after the date we approve the Offering Materials, you become aware of any fact, circumstance, event or information (including a change of opinion), that renders or is reasonably likely to render any statement in the Offering Materials:

4.3.1. Not true or accurate in all respects, if it is a statement of fact;

4.3.2. Not reasonable and honestly believed by the Fundraising Company to be capable of being achieved, if it is a prediction or statement of aspiration or opinion; or

4.3.3. Individually or when taken as a whole with all other statements provided in the Offering Materials, not fair, not clear or misleading (including where the Offering Materials omits a statement required to make the Offering Materials or any statement therein fair, clear and not misleading).

4.4. You will notify us immediately if, at any time after we approve the Offering Materials, you become aware of any investment or other activity that renders or is reasonably likely to render the Offering Materials misleading. This may include, but is not limited to: investments being made by you or other investors which are or are reasonably likely to be unpaid, cancelled, not genuine and/or generate a misleading impression of investment activity. You will also notify us if there are any material updates regarding the legal or regulatory status of the business or its relationship with any legal or regulatory body.

5. GENERAL RESPONSIBILITIES OF WAHED

5.1 Wahed Ventures will serve as the primary communication channel between the Fundraising Company, the Custodian, and the Investors. This includes, but is not limited to, distributing information, relaying queries or concerns, and facilitating discussions. Wahed Ventures commits to ensure that all communication is conducted in a timely, efficient, and transparent manner, adhering to all relevant laws, regulations, and guidelines.

5.2 Wahed Ventures will use reasonable efforts, meaning it will take all actions that a reasonable person in a similar situation would take, without causing undue burden or expense to Wahed Ventures, to ensure that the Platform is available for use by the Fundraising Company and the Investors. However, Wahed Ventures does not guarantee uninterrupted or error-free operation of the Platform. There may be periods of downtime for maintenance and updates, during which the Platform may not be accessible. Where possible, Wahed Ventures will provide advance notice of any significant scheduled downtime. The Fundraising Company acknowledges and agrees that Wahed Ventures will not be liable for any loss, damage or inconvenience caused by any Platform unavailability. 

5.3 Wahed Ventures agrees to provide reasonable support services to assist the Fundraising Company in using the Platform. These support services may include, but are not limited to, troubleshooting, maintenance, and training on the use of the Platform. Support will be available during Wahed Ventures’ standard business hours, unless otherwise agreed upon by the parties. The Fundraising Company may request support by contacting Wahed Ventures through the designated support channels. 

5.4 Wahed Ventures agrees to treat all Fundraising Companies fairly and without discrimination throughout the fundraising process. It will apply consistent standards and procedures when reviewing and approving fundraising campaigns, providing support services, administering the Platform, and in all interactions and communications. Wahed Ventures will not provide preferential treatment to any Fundraising COmpany unless such treatment is based on objective criteria, is disclosed in advance, and is in compliance with all applicable laws and regulations. 

6. DEFINITIVE AGREEMENTS

6.1 Upon the successful closing of the ECF Offering Campaign, Wahed Ventures may require certain documents to be adopted and executed on closing of the fundraising by the Fundraising Company, its directors, officers, representatives, and/or such other persons that Wahed Ventures believes should be parties. The Parties expect that following this agreement, they shall negotiate, and finalise and execute the binding Definitive Agreements.

6.2 The Definitive Agreements for the proposed ECF Offering shall be comprised of the following:

1. Share Subscription Agreement share investment agreement setting out the terms and conditions of Wahed Ventures subscription to Fundraising Company’s shares and governing the relation between Fundraising Company’s shareholders; and

(b) any other agreement that the Parties may determine as necessary to complete the proposed ECF Offering, as applicable.

6.3 The Fundraising Company agrees to comply with any requirements set forth by Wahed Ventures regarding the adoption and execution of the Definitive Agreements. The Fundraising Company shall ensure that all necessary parties, including its directors, officers, representatives, participate in the execution of the Definitive Agreements as required by Wahed Ventures.

6.4 The Fundraising Company represents and warrants that it has the necessary authority to execute the Definitive Agreements and bind itself to the terms and conditions contained therein.

6.5 The Fundraising Company acknowledges that the adoption and execution of the Definitive Agreements may be a condition precedent to the completion of the investment on the platform. The Fundraising Company agrees to promptly complete and execute the Definitive Agreements upon request by Wahed Ventures.

6.6 The Fundraising Company acknowledges that it is responsible for seeking independent legal advice to review and understand the terms and implications of the Definitive Agreements before adoption and execution.

7. CONFIDENTIALITY

7.1 Wahed Ventures shall keep the Fundraising Company’s Confidential Information confidential and, unless expressly permitted by this Agreement, shall: (i) not use or exploit the Confidential Information in any way except in connection with the ECF Offering; (ii) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by these Ts & Cs; (ii) apply the same security measures and care to the Confidential Information as Wahed Ventures applies to its own confidential information, which Wahed Ventures warrants as providing adequate protection from unauthorised disclosure, copying or use, unless (in each case) Wahed Ventures has obtained the prior written consent of the Fundraising Company.

7.2 This Paragraph 7 shall not apply to Offering Materials, notwithstanding that some or all of it may be Confidential Information.

7.3 Wahed Ventures may disclose the Fundraising Company’s Confidential Information without the Fundraising Company’s prior written consent to those of its Representatives who need to know this Confidential Information for the ECF Offering, provided that Wahed Ventures: (i) informs its Representatives of the confidential nature of the Confidential Information before disclosure; and (ii) procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations of confidentiality set out this Agreement as if they were Wahed Ventures.

7.4 Each Party may disclose Confidential Information without the prior written consent of the other Party if such disclosure is required by law, a governmental or other regulatory authority, or a court of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible.

7.5 Each Party warrants that it has the right to disclose its Confidential Information to the other Party.

8. EXCLUSIVITY

8.1 The Fundraising Company agrees to appoint Wahed Ventures as the exclusive crowdfunding platform for the purpose of the ECF Offering. You agree that you have not engaged before the ECF Offering, and will not engage during the ECF Offering, any other crowdfunding platform. Notwithstanding the foregoing:

8.2 The Fundraising Company may engage another crowdfunding platform if either (i) the ECF Offering is unsuccessful in fundraising, or (ii) Wahed Ventures decides  to cancel the ECF Offering in accordance with these Terms and Conditions; and

8.3 If you decide to cancel the ECF Offering at any time, during the six month period following the date the ECF Offering was cancelled (the “Exclusivity Period”), the Fundraising Company may not:

8.3.1 encourage or engage in negotiations with any other crowdfunding platform (“Third Party Negotiations”);

8.3.2. enter into any arrangement or understanding (whether or not legally binding) pursuant to any Third Party Negotiations; or

8.3.3. make available any information about itself to a third party which might enter into Third Party Negotiations (unless the information is publicly available).

8.4 The Fundraising Company shall notify Wahed Ventures immediately if, during the Exclusivity Period, any third party indicates that it wishes to engage in or resume any previous Third Party Negotiations.

8.5 The Fundraising Company shall ensure that its Representatives comply with the undertakings in this clause.

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9. FEES AND CHARGES

9.1 Schedule 2 sets out the fees and charges to be paid to us in connection with the ECF Offering via the Platform. 

9.2  You agree that we may instruct the Custodian to deduct fees due to us or any third party from any money received by you in respect of any of your ECF Offering, any money held for you by the Custodian. In the event that the money held is not sufficient to cover any amount which you owe us, we may arrange for an invoice to be issued to you for the full amount owed.

9.3 You should be aware that you may also incur fees and charges in connection with your use of a payment service provider or bank. You should check these with your payment service provider or bank.

9.4 All sums payable under the Platform Agreements are exclusive of service tax or other applicable tax, which shall be added to the sum in question. 

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10. YOUR DATA

10.1 With respect to the data submitted by you, you agree to:

10.1.1 update the registration and profile information and to keep it current and accurate,

10.1.2 post through the Platform only content that you own, have created, or which you have clear permission to publish, and

10.1.3 be responsible for the content you upload, post, email, transmit, or otherwise make available on or through the Platform.

10.2 You also acknowledge and agree that subject to Applicable Law:

10.2.1. We do not endorse any Investor’s content and are not responsible or liable for any such content, even though it may be unlawful, harassing, defamatory, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another, and

10.2.2. We do not have an obligation to pre-screen any content. However, we have the right (but not the obligation) in our sole discretion to refuse, edit, move, or remove any content that is submitted on or through the Platform.

10.3 Further detail about how we handle your personal data in relation to the Services, in compliance with relevant data protection laws including the Personal Data Protection Act 2010 (Act 709),  is set out in our privacy policy available on our Platform. 

11. SERIOUS CRIME AND FINANCIAL SANCTIONS

11.1 We have obligations under Applicable Law in relation to the prevention of serious crime and in relation to international sanctions.

11.2 As part of this, we are required to obtain and verify certain information concerning our clients and others with whom we have a business relationship. We are also required to make reports to agencies involved in the prevention, investigation, prosecution and enforcement of such measures.

11.3 You agree to provide any information which we may require in relation to the matters set out in this clause within a reasonable time frame, not exceeding seven (7) business days, unless otherwise agreed.

12. TERMINATION 

12.1. Rights of Wahed Ventures to Terminate. Wahed ventures may terminate the Contract by giving written notice thereof to the other Party in the following circumstances:

12.1.1. We inform you that the Fundraising Company is not suitable to raise funds on the Platform pursuant to paragraph 2.5;

12.1.2. We decline to approve the ECF Offering pursuant to paragraph 2.6;

12.1.3. We remove the ECF Offering following Approval pursuant to paragraph 2.8;

12.1.4. The investment is otherwise not completed, for example in the circumstances of an Unsuccessful Campaign or fails to meet the requirements under clause 3.12;

12.1.5. Subsequent to a Successful Campaign, Wahed Ventures may terminate this Agreement by providing written notice to the Fundraising Company. Such termination will become effective thirty (30) days from the date of receipt of the written notice to the Fundraising Company. Prior to the termination becoming effective, Wahed Ventures agrees to fulfil any remaining obligations related to the successful campaign as outlined in this Agreement, including but not limited to, communication with investors, and completion of any agreed upon post-campaign services. 

12.2 Rights of Fundraising Company to Terminate. The Fundraising Company may terminate by giving written notice thereof to Wahed Ventures in the following circumstances:

12.2.1 The Fundraising Company may terminate this Agreement without cause prior to Approval as stipulated in clause 3.7, upon providing written notice to Wahed Ventures;

12.2.2 The Fundraising Company may terminate this Agreement immediately upon written notice if Wahed Ventures commits a material breach of this Agreement and fails to remedy that breach within fourteen (14) business days of receiving written notice of such breach. 

12.2.3  In the event of termination of this Agreement after a Successful Campaign, the Fundraising Company shall, within thirty (30)  days of the termination notice, identify a suitable and authorised custodian to hold the shares and/or monies on behalf of the investors. The Fundraising Company shall coordinate the transfer of custodian responsibilities from the current custodian to the newly identified custodian within sixty (60) days of the termination notice. The Fundraising Company shall ensure that the transfer is carried out in accordance with all applicable laws, regulations, and guidelines, and in a manner that does not disrupt the right and interests of the investors. The Fundraising Company agrees to bear all costs associated with such transfer, unless otherwise agreed in writing. The termination of this Agreement shall take upon the successful transfer of custodian responsibilities. The Fundraising Company acknowledges that until such transfer is complete, all responsibilities and obligations under this Agreement remain in effect.

12.3 In the event that the Fundraising Company is unable to identify and appoint a suitable authorised custodian within the specified timeframe, as stipulated in clause 11.2.3., Wahed Ventures reserves the right to appoint a replacement custodian on behalf of the Fundraising Company. The costs associated with such appointment and transfer of custodian responsibilities shall be borne by the Fundraising Company. If the Fundraising Company fails to reimburse these costs within a reasonable period as determined by Wahed Ventures, Wahed Ventures reserves its rights to take any appropriate action to recover these costs in accordance with applicable laws and regulations. 

12.4 Upon termination of this Agreement by the Fundraising Company after a successful campaign, Wahed Ventures shall facilitate the smooth transition of all duties and responsibilities under this Agreement to the Fundraising Company or a third party designated by the Fundraising Company or a replacement custodian (as stipulated in clause 11.3 above). This includes, but is not limited to, responsibilities related to communication with the Custodian and Investors. 

13. AMENDMENTS 

13.1 We may change the terms of the Platform Agreements, including these Terms and Conditions, by notice to you or by posting the amended version on the Platform.

13.2 We will typically only make changes in the following circumstances:

13.2.1. to reflect Applicable Law, including significant changes in law or regulation which have been made or which we expect to happen,

13.2.2. to reflect changes in external market rates or currency rates,

13.2.3. to introduce new measures to protect us against fraud or financial crime,

13.2.4. to change our contact details,

13.2.5. to put right any obvious mistakes,

13.2.6. to reflect other legitimate cost increases or reductions associated with providing our Services to you,

13.2.7. where we reasonably believe that the changes would make the Platform Agreements easier to understand, fairer or more favourable to you,

13.2.8. to reflect what we believe to be overall improvements in how we provide the Services (including to accommodate new technology or systems which we introduce or to reflect changes in the banking, investment or financial system), and

13.2.9. to suspend, modify or withdraw any part of the Services where we have concluded in our discretion that it is no longer practical or economic to continue to provide it on the basis set out in the Platform Agreements.

13.3 We will give notice of changes by posting them on the Platform or by e-mail to you.

13.4 We will normally give you 14 days’ notice of any change except where we reasonably consider that it is beneficial to you or is required by Applicable Law. If you are unhappy with any changes to the Agreement, you may terminate the Agreement within the period of notice (after which you will be deemed to have accepted it).

14. EVENTS BEYOND OUR REASONABLE CONTROL

14.1 Neither we nor you will incur any liability whatsoever for any partial or non-performance of any obligations by reason of any Event beyond the Reasonable Control of the relevant party.

14.2 We will use reasonable efforts to mitigate the effect of any Event beyond our Reasonable Control.

15. LIABILITY AND INDEMNITY

These clauses on liability are important so you should read them carefully. 

15.1 You will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach of the Platform Agreements by you or your negligence, wilful misconduct or fraud.

15.2 If you are using the Platform in a capacity other than as a Consumer or Investor, you agree to compensate us for any costs, losses, expenses, claims, damages or charges that we incur, whether directly or indirectly,  resulting from your non-compliance with this Agreement or any applicable laws or regulations.

15.3 We will only be liable to you for any loss or damage which arises as a directly foreseeable consequence of our material breach of the Platform Agreement or our negligence, wilful misconduct or fraud.

15.4 We will not be liable to you for any loss or damage that you or any third party may suffer as a direct or indirect result of a court’s or other judicial or administrative body’s refusal to accept the position that a Fundraising Company is not engaging in a ‘public offer’ as that term is defined by section 596 of the Companies Act 2016.

15.5 We will not be liable to you for any indirect, incidental, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by us in connection with the Platform Agreements.

15.6 Each Party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party ("Indemnified Party"), its directors, officers, employees, and agents from and against all losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees) caused by or arising out of any breach of this Agreement by the Indemnifying Party, or any negligence, gross negligence, or willful misconduct of the Indemnifying Party or its directors, officers, employees, or agents.

16. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

16.1 In the event of any alleged breach of this Agreement, the non-breaching party shall provide written notice to the breaching party, detailing the nature of the breach. The breaching party will then have fourteen (14) business days from the receipt of the notice to remedy the breach. If the breaching party fails to remedy the breach within this period, the non-breaching party may then seek to resolve the dispute through dispute resolution procedures outlined below.

16.2 This agreement, and the discussions and negotiations between the Parties in connection with the proposed ECF Offering, and all disputes or claims arising out of or in connection with this agreement or the proposed ECF Offering shall be governed by, and construed in accordance with, the laws of Malaysia.

16.3 Any dispute, controversy, proceedings or claim between the Parties relating to this agreement or the proposed ECF Offering shall fall within the jurisdiction of the courts of Malaysia.

17. NOTICES

17.1 Unless we specify otherwise in any notice, request or other communication to be given or made by you to us shall be made electronically via the Platform or by sending an email to support.ventures@wahed.com.

17.2 Any formal notice, demand, or any notice of legal proceedings, shall be given in writing and shall be deemed sufficiently given or served if delivered by hand, or sent by registered post or AR registered post to the party to whom it is direct at such party’s address as specified in this Agreement or as updated from time to time. For Wahed Ventures, the registered address for the purpose of this clause is:

Wahed X Sdn. Bhd. (Registration No. 1501114 - X), 22 - 1, Jalan 1/128, Happy Garden, Off Jalan Kuchai Lama 58200, Kuala Lumpur, WP Kuala Lumpur

17.3 We may communicate with you either by electronic communication via the Platform, by e-mail or (where we consider it appropriate) by post or telephone.

17.4 Communications by us to you shall be deemed to be received:

17.4.1. if sent by post to an address in Malaysia two Business Days after posting (or five Business Days if sent to an address outside of Malaysia), or

17.4.2. if sent by e-mail or electronic communication, immediately on sending provided that we do not receive notice of non-transmission or non-receipt.

Wahed X Sdn. Bhd. is registered with the Securities Commission Malaysia as a Recognized Market Operator for the operation of an Equity Crowdfunding platform.

Contact details:

E-mail: support.ventures@wahed.com

Post Level 1, Centre North-East Wing, Sapura @Mines, Seri Kembangan, 43300, Selangor.

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18. IMPORTANT LEGAL PROVISIONS

18.1 If any provision of the Platform Agreements becomes invalid or unenforceable, the provision will be treated as if it were not in the Platform Agreements and the remaining provisions will still be valid and enforceable.

18.2 All disclaimers and exclusions in the Platform Agreements shall survive termination.

18.3 Our failure to insist on you strictly complying with any provision of the Platform Agreements or any or omission on our part will not amount to a waiver unless expressly stated in writing that it is a waiver and setting out the provision which it is intended to waive.

18.4 Nothing in the Platform Agreements is intended to confer any benefit on any person who is not a party to the Agreement and no third party shall have any rights to enforce any of its terms.

18.5 Nothing in the Platform Agreement is intended to, or will be deemed to, create any partnership or joint venture between any of you, us, the Nominee or the Custodian.

19. ASSIGNMENT, TRANSFER AND DELEGATION

19.1 The provisions of the Platform Agreements are personal to you and you shall not assign or transfer any of your rights or obligations under them.

19.2 Subject to Applicable Law, we may delegate our functions and responsibilities under the Platform Agreements. Except where otherwise stated, we will remain responsible to you for the performance of that function or responsibility.

19.3 We may assign or transfer our rights and obligations under the Platform Agreements to an appropriately regulated person on 30 days’ notice to you.

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20. THIRD PARTY RIGHTS

Only a Party to this agreement shall have any right to enforce any of its terms.

21. MISCELLANEOUS

21.1. In these Terms and Conditions, unless a contrary intention appears:

21.1.1. use of the singular shall include the plural and vice versa;

21.1.2. use of any gender or neuter includes the other genders;

21.1.3. headings are used for reference only;

21.1.4. references to any legislation or all include any successor legislation or rule, and are to Malaysian legislation or rules unless expressed otherwise;

21.1.5. a time-of-day shall be construed as a reference to Malaysia time; and

21.1.6. any phrase introduced by the terms ‘including, ‘include’, ‘in particular ‘or any similar expression is to be construed as illustrative and does not limit the sense of the words preceding those terms.

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SCHEDULE 1: DEFINITIONS AND INTERPRETATION

1. The following capitalised terms when used in the Agreement shall have the following meanings:

Additional Terms – Any further terms and conditions specific to a particular Investment to which an Investor agrees.

Affiliate - An undertaking in the same Group as Wahed Ventures.

Applicable Law - Any law, statute, ordinance, rule, regulation, order or determination of any governmental or regulatory authority or any requirement of any official body (including any taxation authority) which is binding on us, including CMSA and Securities Commission Business Day - Any day which is not a weekend or a public holiday in Malaysia..

Approval - Refers to the express, written consent provided by Wahed Ventures, indicating that they agree to and authorise the commencement of the ECF Offering and the publication of the Fundraising Company’s campaign on the Platform, as provided in clause 2.7. 

Client Money – Money held by the Custodian for or on behalf of Investors in connection with the Services.

Consumer - Any natural person using the Platform and the Services for purposes outside their trade, business or profession.

‘Trustee’ or ‘Custodian’ –  AmanahRaya Trustees Berhad, a company incorporated in Malaysia with company number (200701008892 (766894-T). 

Trustee Agreement – The agreement between us and the Custodian in relation to the holding of Client Money and the safeguarding and administration of Investments, as amended from time to time.

Custodied Fundraising Company – A Fundraising Company, the Investments in respect of which will be held by the Nominee, and safeguarded and administered by the Custodian, in accordance with clause 8.

“Confidential Information” shall mean all confidential information disclosed by a Party and/or its Representatives to the other Party and/or its Representatives, including but not limited to: (i) the fact that discussions and negotiations are taking place in connection with the ECF Offering, and the content of such discussions and negotiations (including the existence of, and the content of, the Platform Agreement, Defintive Agreements  and fee terms set out therein); (ii) any information that would be regarded as confidential by a reasonable person relating to: the business, affairs, customers, clients (including personal data), suppliers, plans and fee arrangements of the Fundraising Company; (iii) the operations, processes, product information, know-how, designs, trade secrets or software of the Fundraising Company; and (iv) any information or analysis derived from the Confidential Information; but not including information that is or becomes generally available to the public (including such information that is disclosed by the Company in the Campaign) other than as a result of its disclosure by the Wahed Ventures or its Representatives in breach of this Agreement or any other undertaking of confidentiality, was lawfully in the possession of the Wahed Ventures before the information was disclosed to it by the Fundraising Company, or the Parties agree is not confidential or may be disclosed;

Direct Investment Fundraising Company – A Fundraising Company, the Investments in respect of which will be held directly by an Investor.

ECF - Equity Crowdfunding

ECF Offering -  Refers to the Equity Crowdfunding Offering, which is the process whereby the Fundraising Company seeks to raise capital through the Platform by offering and selling its shares to approved categories of investors in accordance with the SC Guidelines

Equity Crowdfunding - refers to a method of raising capital for a business venture through the issuance of securities, as defined in the Securities Commission Malaysia's Guidelines on Recognized Markets. 

Equity Crowdfunding Operator - refers to a firm authorised  and registered with the Securities Commission of Malaysia as a Recognized Market Operator (RMO) for Equity Crowdfunding. 

Events Beyond a party’s Reasonable Control - Includes any acts of God, war, revolution, civil disorder, terrorist attack, strikes or industrial disputes, acts or regulations of any government or regulatory or supranational bodies or authorities (including the repeal or amendment of any current Applicable Law), epidemic or pandemic, breakdown, failure or malfunction of any communications or computer service.

Fundraising Company - A business or undertaking seeking investment via the Platform. This can include both companies or other body corporates.

Investor - A person who has registered to use the Platform as an Investor.

Investment Period – The period in which Investors hold, or the Nominee holds on Investors’ behalf, a specific Investment made via the Platform.

Investments – The Securities issued by a Fundraising Company to either Investors or the Nominee in consideration for an investment made by Investors via the Platform.

Offer Period – The time within which an Investor must send an order to invest in respect of a particular Investment to us.

Offering Materials - This refers to all information and materials that will be published on the Wahed Ventures platform related to the Fundraising Company’s ECF Offering. These materials encompass the disclosure requirements outlined in the Securities Commission of Malaysia's Guidelines on Recognized Markets, as well as any additional information submitted by the fundraising company and accepted by Wahed Ventures for publication on the platform and dissemination to investors. Offering Materials may include, but are not limited to, the following:

1. Business plans and audited financial statements.
2. Company profiles and background information.
3. Risk factors associated with the investment.
4. Proposed utilisation of funds raised
5. Terms and conditions of the investment opportunity.
6. Legal and regulatory disclosures.
7. Any other documents or information deemed necessary by Wahed Ventures for investors to make an informed investment decision.

Offering Materials are intended to provide investors with comprehensive and accurate information about the ECF Offering and the Fundraising Company, enabling them to assess the investment opportunity and make informed investment decisions.

Platform - The online and app-based investment platform provided by us.

Platform Agreements – The agreements governing the relationship between you and us, as set out in clause X above.

Representative - means employees, agents, officers, advisers and other representatives of Wahed Ventures or the Fundraising Company;

SC Guidelines – means the Guidelines on Recognized Markets issued by the Securities Commission Malaysia revised on 6 February 2024 (SC-GL/6-2015(R11-2024) and any subsequent amendments thereto.  

Shares - means the shares, issued by the Fundraising Company for purposes of the ECF Offering

Share Subscription Agreement – means an agreement between the Fundraising Company, Wahed Ventures, and the Custodian. In this agreement, Wahed Ventures, acting on behalf of the Investors, agrees to subscribe to a certain number of shares in the Fundraising Company, with the said shares to be held by the Custodian. This agreement is subject to certain terms and conditions, setting out the terms of Wahed Ventures’ subscription to the shares, and governing the relationship between the Fundraising Company’s shareholders.  

Services - The services we provide via the Platform as set out in more detail in clause 3 of the Agreement.

Successful Campaign - refers to the meeting of the requirements stipulated in clause 3.12.  

Target – The amount of money which a Fundraising Company seeks to raise by the issue of Investments to Investors.

Unsuccessful Campaign - means a situation where the Fundraising Company does not achieve the target fundraising amount within the specified timeframe. In the event of an Unsuccessful Campaign, Wahed Ventures is not obligated to provide any funds to the Fundraising Company, and any funds that have been pledged by Investors will be returned to the Investors. 

Wahed Group - A group of entities belonging to the same Group as Wahed Ventures and being direct or indirect subsidiaries of Wahed Inc.

Wahed Ventures, we or us – Wahed X Sdn. Bhd. a company incorporated in Malaysia with company number (202301007193 (1501114 - X) , whose registered office is 22 - 1, Jalan 1/128, Happy Garden, Off Jalan Kuchai Lama 58200, Kuala Lumpur, WP Kuala Lumpur,  a recognized market operator and registered with the Securities Commission Malaysia.

You – You, the Fundraising Company.

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Schedule 2: Fees and charges

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