1.1       Term of Service

 

1.1.1   Information about us

MoneySave (M) Sdn Bhd (‘MoneySave’ or ‘the Company’ or ‘the Company’ or ‘the platform’ or ‘P2P operator’) is a registered Recognized Market Operator in Malaysia, whose ordinary course of business is to conduct peer-to-peer (P2P) financing platform that facilitates directly or indirectly the issuance, execution or offering of an investment note or an Islamic investment note (for example Working Capital Financing, Trade Invoice Financing, Asset Based Financing and Business Insurance Financing), offering Investors the opportunity to provide financing to the Issuer

 

Moneysave and its parent company Moneysave Holding Sdn Bhd, and where applicable, together with its subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, and/or partners (the “Group” or “We/Our/Us”) provides you its services by way of operating the P2P Platform, web-hosting to facilitate the P2P Funding activities and/or other relevant ancillary or support services, subject to the following Terms of Service (the “Terms”) stated herein

 

1.1.2   Definition and Interpretation

 

In this Terms, the following expressions shall have the following meanings, unless specified otherwise:

 

Definition

Interpretation

Advance

means each or any or all, as the context so requires, of the drawdowns on the Facility, as the case may be, by the Issuer pursuant to the terms and conditions of the Agreement.

Advance Indebtedness

means each or any or all, as the context so requires, of the outstanding amount of each or any or all, as the context so requires of the Advance together with accrued interest, costs, expenses and all other amounts accrued or outstanding thereof. For the avoidance of doubt, the Advance Indebtedness shall form as part of the total of the Indebtedness.

Affiliate

means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company.

Agent

 

means the persons more specifically named in Section 5 of the First Schedule hereto who shall include any director, officer, agent, employee or Affiliate.

Aggregate Outstanding Sum

means the aggregate principal sum of all Advances and for the time being outstanding.

AMLA

means the Malaysia Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, as may be amended or suspended or supplemented from time to time.

Application

means the Issuer’s application submitted to the Agent for the Facility, pursuant to the Guidelines on Recognised Markets (revised 13 April 2016) issued by the Securities Commission of Malaysia and approved thereunder.

Authorisations

means:

(i) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(ii) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

Availability Period

means the period of thirty (30) days from and including the date of this Agreement.

Attorney

means MONEYSAVE (M) SDN BHD as Attorney for the Investor to exercise powers granted by the Investors under clause 11A of this agreement.

Business Day

means a day (other than a Saturday, Sunday or public holiday in Kuala Lumpur or Selangor) when commercial banks are open for banking business in Kuala Lumpur Malaysia.

Commitment

means in relation to each Investor, the amount set under the heading “Commitment” in Schedule 1 of Issuer Agreement.

Deed of Assignment of Receivables

means the Deed of Assignment of Receivables to be entered into between the Issuer and the Agent (as appointed representative and nominee of the Investors) if required by the Agent, acting on behalf of the Investors for each or any or all, as the context so requires, Advance Indebtedness or Indebtedness.

Disclosure Document

means those documents more particularly listed in Schedule 6 of Issuer Agreement.

Drawdown Document

means those documents more particularly listed in Schedule 7 of Issuer Agreement

 

Due Date

means the repayment date of each Advance Indebtedness or Indebtedness pursuant to the Utilisation Request, which are further specified in Schedule 2 of Issuer Agreement

Event of Default

means an event of default

 

Facility

means the investment note facility having an approved aggregate amount granted by the Investor to the Issuer upon and subject to the commercial terms.

Finance Documents

means this Agreement, the Subscription Agreement, the Terms and Conditions, the Business Term Facility or any other document designated as such by the Agent from time to time.

Governmental Agency

means any government, or any governmental, regulatory, administrative, public or other authority, agency or departments or any semi-governmental, statutory, judicial or quasi-judicial entity or authority (including any stock exchange or any regulatory organisation established under statute).

Guarantor

means any of the Guarantors (including but not limited to individual guarantors and corporate guarantors) and “Guarantors” shall mean all of them who guarantee to pay the issuer’s debt in the event the Issuer defaults its obligation.

Holding Company

has the meaning as ascribed to it under the Companies Act 2016.

Indebtedness

means the outstanding amount of the Facility together with accrued interest, costs, expenses and all other amounts accrued or outstanding under the Finance Documents.

Investment Note

means the certificate substantially having a face value equal to the Facility amount, evidencing a monetary loan offered on or through the P2P Platform, where the Investor expect a financial return but does not include –

(a)   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 an insurance policy;

(d)  A statement, passbook or other document showing any balance in a current, deposit or savings account;

Investor

means the persons more specifically named in Section 1A of the First Schedule hereto;

 

Investor Trust Account

means a trust account opened by the P2P Operator on behalf of the Investor in the name of P2P Operator, and operated by the Trustee, for the purposes of the investments on the P2P Platform:

 

1.     in which the Investor places the funds before deciding on which Investment Note to invest;

2.     to transfer funds into Investment Note Disbursement Trust Account (INDTA) for disbursement to Issuer;

3.     to receive repayments from Issuer Note Collection Trust Account (INCTA); and

4.     to pay out withdrawal proceeds upon request by the Investor.

 

 

Investment Note Disbursement Trust Account (INDTA)

 

 

means a trust account opened by the P2P Operator on behalf of the Issuers in the name of the P2P Operator, and operated by the Trustee, for the purposes of;

1.     receiving the relevant funds payable from ITA; and

2.     disbursing the relevant funds raised from the Investor to the Issuer.

 

Issuer Note Collection Trust Account (INCTA)

 

means a trust account opened by the P2P Operator on behalf of the Issuer in the name of P2P Operator, and operated by the Trustee, for the purposes of the investments on the P2P Platform,

1.     to receive repayments from Issuers; and

2.     to transfer repayments into Investor Trust Account (ITA).

Issuer

means the persons more specifically named in Section 3 of the First Schedule hereto;

Issuer Bank Account

means a registered bank account opened by the Issuer in the name of the Issuer for the purposes of receiving proceeds of the financing.

Investor Bank Account

means a registered bank account opened by the Investor in the name of the Investor for the purposes of:

1.     remittance of investment proceeds; and

2.     receiving proceeds from the Investor’s Investment withdrawal.

Material Adverse Change

means any or all of the following:

(a)   the discovery of a false or misleading statement in the Disclosure Document in relation to the Investment Note;

(b)  the discovery of a material omission of information required to be included in the Disclosure Document;

(c)   there is a material change or development in the circumstances relating to the Investment Note; or

(d)  there is a material adverse change in the financial condition, operations, business or prospects of the Issuer;

Obligor

means the Issuer or Guarantor and “Obligors” shall mean all of them.

Officer

in relation to the Agent means any director, officer, or employee of the Agent.

Offer Period

means, in respect of a particular listing, the period during which the Investors may make payment of the P2P Funds into the Trust Account.         

Power of Attorney

means the power of attorney duly executed by the Investors in favour of the MONEYSAVE (M) SDN BHD as appointed representative and nominee of the Investors’ attorney.

P2P Operator’s

means a RMO (MONEYSAVE (M) SDN BHD) who operates a P2P platform.

RM

shall mean the lawful currency of Malaysia;

Registered Market

Operator (RMO)

Registration

shall mean the conditional Approval by the Securities Commission (SC) dated 30 April 2019

Sanctions

means:

(a)   United Nations sanctions imposed pursuant to any United Nations Security Council;

(b)   U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other U.S. Government authority or department including The Foreign Account Tax Compliance Act (FATCA)

(c)   EU restrictive measures implemented pursuant to any EU Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the EU’s Common Foreign and Security Policy;

(d)   UK sanctions adopted by the Terrorist-Asset Freezing etc Act 2010 or other legislation and statutory instruments enacted pursuant to the United Nations Act 1946 or the European Communities Act 1972 or enacted by or pursuant to other laws;

(e)   Malaysian sanctions imposed or administered by the government of Malaysia (in particular, by the Minister of Home Affairs of Malaysia), including but not limited to the Malaysian Anti-Money Laundering and Anti-Terrorism Financing (Security Council Resolutions) (Al-Qaida and Taliban) Order 2011; and

(f)    any other sanctions, laws and regulations applicable to any Party or any of its Affiliates

Security

means a mortgage, charge, pledge, lien, insurance or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

 

Subsidiary

has the meaning as ascribed to it under the Companies Act 2016;

 

Investor Agreement

means the agreement entered into between the Investors as subscribers and the Agent as operator of the P2P Platform;

Tenure

means the tenure of the Facility being made available to the Issuer;

Trustee

 

means the persons more specifically named in Section 4 of the First Schedule hereto;

User Account

means the account or account(s) opened/maintained by the Investor at the platform for the purpose of investing in Investment Notes and includes any account opened for and on behalf of the Investor by the Company.

Utilisation Date

means the date of Utilisation, being the date of disbursement/ date of disbursements of the Facility

Utilisation Request

means a notice substantially in the form set out in Schedule 4.

 

In case of any conflict between the terms of this Agreement and the terms and conditions found on the Moneysave Website, the terms of P2P Website shall prevail.

 

1.1.3   Privacy Data Protection

 

You hereby consent that Moneysave may collect, obtain, maintain, store, use, process, access, review and/or disclose personal data (including sensitive personal data) about you, that can identify you in any way or manner, including pursuant to any transactions, agreements, inquiries made to us and/or when you enter our websites.

 

You also agree that such consent may be extended to other 3rd party’s personal data which you have provided to us with such information and that you warrant to that you have obtained the consent of such 3rd parties to extend their personal data to us.

 

 

1.1.4   Prohibition Use of Services

You are not allowed to act in any way that violates any national, regional and local laws, particularly those related to online commerce and transactions.

 

You are strictly prohibited from using the Services for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, money laundering, and/or terrorist financing.

 

In the event of the above, we reserve the right (but with no obligation), to revoke your access, to suspend or terminate your account, to remove or refuse your transactions, to reclaim usernames without any liabilities to us and/or to report to relevant authorities.

 

1.1.5   Change of Terms

Moneysave shall be entitled at any time and from time to time to vary, amend, add, review, supplement, substitute or replace all or any of the terms and conditions herein and/or of the Form by way of notification to the Investor to the extent that is applicable and relevant to the Investor or post the updated terms and conditions in the Moneysave Website.

 

In case of any conflict between the terms of this Agreement and the terms and conditions found on the Moneysave Website, the terms of P2P Website shall prevail.

 

1.1.6   Confidentiality

Moneysave and you shall to the extent practicable and possible, keep confidential all information (written or oral) or confidential knowledge that both Moneysave and you shall have obtained or received during the course of the Agreement, save for those announcements and or disclosures that is required by any applicable law or regulation.

 

     This restriction shall continue to apply after the expiration or sooner or termination of the Agreement without limit in point of time but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the Party so restricted

 

1.1.7   Warranty

The Issuer’s credit risk rating attributed to each Issuer are based on information provided by the Issuer and credit information obtained from third party credit bureaus. Moneysave does not edit the information provided by the Issuer or the third-party credit bureaus. Moneysave makes no representation or warranty as to the accuracy, reliability or validity of the data and information displayed on the P2P Platform in relation to the Issuers and the Issue Requests, and as to the whether such information is updated or error free

 

1.1.8   Governing Law and Jurisdiction

These Terms and other applicable terms shall be governed and construed in accordance with the laws of Malaysia, and that you irrevocably agree that any suit, action or proceedings arising thereof shall only be submitted to the jurisdiction of the Courts of Malaysia.