Terms for Issuer

1. GENERAL
   
   
   • AMB CONNECT SDN. BHD. (REGISTRATION NO. 202201042696 (1488393-H)) hereinafter “AMB Connect”, “we”, “us”, or “our” is the owner and operator of the equity crowdfunding platform known as “AMB Connect”, accessible via the website with the domain name www.ambconnect.com (“Platform”).
   • These Terms For Issuer (“Terms”) shall apply to all Issuers (as defined hereinafter), Applicants (as defined hereinafter), and where applicable, to Users (as defined hereinafter).
   • Before submitting the Proposal (as defined hereinafter) to us or accessing to or using the Platform (whichever is earlier), all Issuers , Applicants and Users shall carefully read and accept these Terms. By assessing to the Platform, all Issuers, Applicants and Users shall carefully shall be deemed to have understood these Terms and expressed their acceptance all provisions contained in these Terms.
   • We reserve the right to update and amend these Terms at any time at our sole discretion, with the amended Terms becoming effective immediately upon upload to the Platform, and all Issuers, Applicants and Users shall be responsible for regularly reviewing the updated Terms. By continuing to use the Platform, all Issuers, Applicants and Users shall carefully shall be considered to have expressed their acceptance of any and all amendments made to these Terms.


2. DEFINITION AND INTERPRETATION
   
   
   • Definition
     
     In these Terms, the following expressions shall have the following respective meanings:
     
     “All Terms” means these Terms, along with any other terms and conditions and the Privacy Policy (as may be varied, amended or supplemented from time to time) posted on the Platform;
     
     “Applicable Laws” means with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction and to which such person is subject;
     
     “Applicant” means any person who makes application to AMB Connect for registration as an Issuer;
     
     “Application” shall have the meaning as ascribed to in Clause 4.2;
     
     “Associates” the Applicant's officers, directors, major shareholders, employees, and representatives (including but not limited to the Authorised Representatives);
     
     “Authorised Representatives” means a person authorised to act on behalf of the Issuer, including the directors or partners (as the case may be) and senior management of the Issuer;
     
     “Business Day” means a day on which banks are open for business in Kuala Lumpur (other than a Saturday or Sunday or gazetted public holidays);
     
     “CA” means the Companies Act 2016, as may be varied, amended or supplemented from time to time;
     
     “Campaign” means the offering of an Issuer's shares on the Platform for subscription by Investors;
     
     “Campaign Period” in respect of a particular Campaign, means the duration of the Campaign to be hosted on the Platform for the Investors to subscribe the Offer Shares;
     
     “CCM” means the Companies Commission Malaysia;
     
     “CMSA” means the Capital Markets and Services Act 2007, as may be varied, amended or supplemented from time to time;
     
     “Cooling-Off Period” means a period of six (6) Business Days following the end of the Campaign Period;
     
     “Disclosure Documents” means the documents pertaining to the Campaign that to be prepared by the Issuer in accordance with the terms herein and intended for publication on the Platform;
     
     “ECF Agreements” means collectively: -
     
     
     1. the Nominee Agreement or Trust Deed, as the case may be;
     2. the Investment Agreement;
     3. the Shareholders' Agreement;
     4. such other agreements and documents as may be required by AMB Connect;
     
     “ECF Funds” in respect of a particular Campaign, means the funds invested by each Investor through the Platform;
     
     “Eligibility Criteria” shall have the meaning as ascribed to it in Clause 3;
     
     “Existing Shareholders” in respect of a particular Campaign, means the existing shareholders of the Issuer;
     
     “Fund Trustee” means the trustee appointed by AMB Connect to hold the Trust Funds on trust; and
     
     “Guidelines” means the Guidelines on Recognised Markets issued by the SC, as may be amended from time to time, and include such other guidelines, orders, directives, by-laws, regulations and policies as may be issued from time to time by the relevant authorities in respect of equity crowdfunding in Malaysia;
     
     “Investment Agreement” in respect of a particular Campaign, means the investment agreement to be executed between the Issuer, the Existing Shareholders (if applicable) and the Investors;
     
     “Investor” means any person who invests in any Campaign on the Platform and the term “Investors” shall be construed accordingly;
     
     “Issuer” means an entity who approved by AMB Connect to conduct Campaign on the Platform and the term “Issuers” shall be construed accordingly;
     
     “Issuer Agreement” in respect of a particular Campaign, means the issuer agreement to be executed between AMB Connect, the Issuer and the Existing Shareholders (if applicable) in such form and substance prescribed by AMB Connect;
     
     “Nominee” in respect of a particular Campaign, means a person nominated and appointed by the Investors to hold the Offer Shares, subject to the terms and conditions of the Nominee Agreement;
     
     “Offer Shares” in respect of a particular Campaign, means the shares being offered by the Issuer to the Investors;
     
     “Oversubscription” in respect of a particular Campaign, means the amount exceeding the Targeted Amount as a result of Oversubscription;
     
     “Oversubscription Amount” in respect of a particular Campaign, means the amount exceeding the Targeted Amount as a result of Oversubscription;
     
     “Proposal” shall have the meaning as ascribed to it in Clause 4.1 and to be prepared in accordance with Clause 6;
     
     “Review” means the review of the Proposal conducted by AMB Connect in accordance with our internal rulebooks, guidelines and policies (as may be varied, amended or supplemented from time to time);
     
     “RMO” means a recognised market operator who is registered pursuant to Section 34 of the CMSA;
     
     “SC” means the Securities Commission of Malaysia;
     
     “Share Trustee” in respect of a particular Campaign, means a person nominated and appointed by the Issuer and Investors to hold the Offer Shares, subject to the terms and conditions of the Trust Deed;
     
     “Shareholders' Agreement” means the shareholders' agreement to be executed between the Issuer, the Existing Shareholders (if applicable), the Investors and the Nominee or Share Trustee (as the case may be) to govern their relationship;
     
     “Shariah Principles” means the applicable Shariah rulings, principles and concepts endorsed by the Shariah Advisory Council of SC from time to time, including but not limited to the Shariah Screening Assessment Toolkit for Unlisted Micro, Small and Medium Enterprise introduced by the SC;
     
     “Successful Campaign” shall have the meaning as ascribed to it in Clause 8.6;
     
     “Targeted Amount” in respect of a particular Campaign, means the targeted amount of funds sought to be raised by the Issuer;
     
     “Taxes” means all taxes, impositions, duties and levies whatsoever, including but not limited to, any sales and services tax, withholding tax and any other forms of taxes which may from time to time be imposed or charged (including any subsequent revisions thereto) by the appropriate authorities from any jurisdiction;
     
     “Trust Account” in respect of a particular Campaign, means the Shariah-compliant trust account opened in the name of AMB Connect, in which all the Trust Funds are deposited, and which is maintained by the Fund Trustee on trust for the AMB Connect;
     
     “Trust Deed” in respect of a particular Campaign, means the Shariah-compliant trust deed to be executed between the Issuer, the Investors, and the Share Trustee;
     
     “Trust Funds” means the ECF Funds deposited by the Investors in the Trust Account;
     
     “User” means any person browsing, accessing, using and/or viewing the Platform, whether active, semi-active or inactive user, and including both Issuers and Investors, and the term “Users” shall be construed accordingly.
   
   
   • Interpretation
     
     In these Terms, unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided: -
     
     
     1. any reference to “these Terms” is a reference to these Terms and any written amendments, modification or supplemental of these Terms from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of these Terms ;
     2. any reference to “All Terms” is a reference to All Terms and any written amendments, modification or supplemental of All Terms from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of All Terms
     3. any reference to “writing”, or cognate expressions, includes any communication effected via the Platform, electronic mail, telex, cable, facsimile transmission or other comparable means but shall not include short messaging services, instant messaging services or internet chat;
     4. headings and underlining are for convenience only and shall not be deemed to affect the interpretation of the Terms ;
     5. words importing the singular include the plural and vice versa and words importing a gender include any gender;
     6. any part of speech or grammatical form of a word or phrase defined in these Terms has a corresponding meaning;
     7. any reference to “person” includes individual, partnership, company or corporation;
     8. the expression “AMB Connect”, “Issuer”, “Investor” and “User” shall, where the context permits, include their respective successors, personal representatives and permitted assigns;
     9. a reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all by-laws, instruments, orders, rules and regulations made thereunder;
     10. any reference to a date or time is a reference to that date or time in Malaysia;
     11. any reference to “pay” or cognate expressions, includes payments made by way of cheques upon clearance (draw on a bank licensed to carry on banking business under the Applicable Laws) or effected through inter-bank transfers to the account of payee, giving the payee access to immediate available, freely transferable, cleared funds;
     12. all transactions and payments must be completed and cleared or received during the normal business hours of AMB Connect, as may be amended from time to time. If a transaction is not confirmed by the close of business hours on a Business Day, such transaction will be confirmed and deemed to have become final and binding at the opening of business hours on the following Business Day; and
     13. no rule of construction shall apply to the detriment of a party by reason of that party having control and/or was responsible for the preparation of the Terms or any part thereof.


3. ELIGIBILITY
   
   
   • A person shall be eligible to register as an Issuer if it meets the following criteria (collectively referred to as “Eligibility Criteria”): -
     
     
     1. it is a company or LLP incorporated in Malaysia;
     2. it shall not be any of the following entities: -
        1. exempt private company;
        2. commercially or financially complex structures (i.e. investment fund companies or financial institutions);
        3. public-listed companies and their subsidiaries;
        4. companies with no specific business plan or its business plan is to merge or acquire an unidentified entity (i.e. blind pool);
        5. companies other than a microfund that propose to use the funds raised to provide loans or make investment in other entities;
        6. any other type of entity that is specified by the SC;
        7. any other entity included in AMB Connect’s negative list from time to time;
     3. it shall have an existing and valid business registration document, or company registration document, and/or trade license, as the case may be, issued by the appropriate authorities in Malaysia;
     4. it shall have a permanent place of business in Malaysia; and
     5. it shall have a valid bank account with a financial institution licensed under the Islamic Financial Services Act 2013 (as may be varied, amended or supplemented from time to time).


4. APPLICATION
   
   
   • Any person intending to register as an Issuer shall first apply an account on the Platform by providing the information and documents as requested on the registration page, agreeing to All Terms, and setting up login credentials.
   • After completing the initial registration and logging into the Platform, Applicant will gain access to user panel, which initially provides limited functionality. To apply for Campaign hosting, Applicant shall submit a detailed Proposal, which includes the application form(s) as prescribed by AMB Connect and supporting documents and information as set forth in Clause 6 (“Application”).
   • Subject to the satisfaction of the Eligibility Criteria and the submission of the Proposal, AMB Connect will conduct a Review on the Proposal. AMB Connect shall have the absolute discretion to determine (a) if an Applicant qualifies as an Issuer, and (b) whether such Applicant may proceed with the Campaign hosting on the Platform.
   • As part of the Review, the Applicant hereby agrees AMB Connect to conduct identity, credit, and fraud checks on the Applicant and its Associates, either by our own means or through third party service providers. The Applicant and its Associates further agree to promptly furnish any documents and/or information as may be reasonably requested by AMB Connect to assist in the assessment of the Application and Review.
   • Upon completion of the Review, AMB Connect may, at our sole and absolute discretion, either approve or reject the Proposal, where:
     
     
     1. In the event the Proposal is rejected, we reserve the right to deactivate the Applicant's user account. However, the Applicant is permitted to reapply by creating a new account and submitting a new Application; or
     2. In the event the Proposal is approved, the Issuer shall may proceed with the preparation of Campaign hosting with AMB Connect, including paying an administration fee of RM 5,000-00, executing an Issuer Agreement with AMB Connect, and issuing the Disclosure Documents for Campaign, subject to the fulfilment and satisfaction of any conditions precedent imposed on the approval of the Proposal as AMB Connect may deem appropriate.


5. EXCLUSIVITY
   
   During the term of the Issuer Agreement or until the Issuer Agreement is terminated by either party (whichever is later), the Issuer grants AMB Connect the exclusive and irrevocable right to host the Campaign on the Platform and shall not approach, interact or communicate with any RMO for the purpose of hosting any campaign on their platforms, whether or not such campaign pertains to the Campaign or any other fundraising exercises for different projects, without first obtaining prior written consent from AMB Connect.


6. PROPOSAL AND DISCLOSURE DOCUMENTS
   
   
   • The Proposal shall comprise the following: -
     
     
     1. business profile and proposal, detailing the proposed amount to be raised and the intended usage of such funds;
     2. certified true copies of a full set of CCM documents, including Forms 9, 24, 44, 49, 58 and Memorandum & Articles (or their equivalent under the CA) for companies, or certified true copies of the certificate of registration, LLP profile and the LLP agreement for LLP (as the case may be);
     3. latest audited financial statements or management account or financial projection, with the details contingent upon the proposed amount to be raised by an Applicant, as per the Guidelines and Clause 6.2;
     4. certified true copies of all material licences, permits, approvals, certifications, consents, written acknowledgement and other authorisations from any person, authority or body required for the proper carrying out of the business;
     5. certified true copies of their national registration identity cards or passports of directors or partners (as the case maybe), along with their curriculum vitae;
     6. latest organisation chart; and
     7. any other documents and information as may be requested by AMB Connect from time to time.
   • Subject to the Guidelines, the Applicant/Issuer shall ensure that the Proposal and Disclosure Documents contain the following documents and information: -
     
     
     1. Information on the key characteristics of the Applicant/Issuer;
     2. Information on the rights attached to the Offer Shares;
     3. Information on the purpose of the Campaign and the Targeted Amount;
     4. Information on the business plan of the Applicant/Issuer;
     5. Information on the key management,, directors and promoters of the Applicant/Issuer;
     6. Financial information on the Applicant/Issuer:
        
        
        1. where the Applicant/Issuer is a public company, audited financial statements;
        2. where for other type of Issuers:
           
           
           1. with Targeted Amount below RM 500,000-00 - audited financial statements of the Applicant/Issuer if the Applicant/Issuer has been established for at least twelve (12) months, or certified financial statements or information by the Applicant/Issuer's management if the Applicant/Issuer is newly incorporated and the audited financial statements are unavailable;
           2. with Targeted Amount above RM 500,000-00 - audited financial statements;
     7. The following statements highlighted in bold and a prominent colour:
        
        
        1. “No shares will be allotted or issued based on this document after six months from the closing of the offer period.”
        2. “This issue, offer or invitation for the offering is a proposal not requiring authorisation of the Securities Commission Malaysia under section 212(8) of the CMSA 2007.”
        3. “This document has not been reviewed by the Securities Commission Malaysia. The Securities Commission Malaysia does not recommend nor assume responsibility for any information including any statement, opinion or report disclosed in relation to this fundraising exercise and makes no representation as to its accuracy or completeness. The Securities Commission Malaysia expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the information disclosed.”
   • Where the Applicant/Issuer is a public company, the Applicant/Issuer shall further submit to AMB Connect a prospectus which: -
     
     
     1. complies with Section 235(1) of the CMSA, save that the Applicant/Issuer shall be relieved from compliance with Section 235(1)(b) of the CMSA; and
     2. contains the following information:
        
        
        1. information set out in Clause 6.2;
        2. the risk factors and prospects of its business;
        3. any situations of actual or potential conflict of interest involving the direct and indirect interest of a director, substantial shareholder or chief executive;
        4. any transaction or arrangement entered into by the issuer or any of its subsidiaries with any of:
           
           
           1. the Issuer/Applicant's director, substantial shareholder or a person connected with a director or substantial shareholder of the issuer; or
           2. its subsidiary's director, substantial shareholder or a person connected with a director or substantial shareholder of the subsidiary,
           which is not undertaken at arm's length basis or at terms not in the ordinary course of business for the period covered in the Issuer/Applicant's audited financial statements and up to the latest practicable date prior to the issue of the prospectus; and
        5. any policies and procedures to manager issues of conflict of interest including potential conflicts of interest and any related party transactions.
   • The Applicant/Issuer hereby represents and warrants that the contents of the Proposal and Disclosure Documents: -
     
     
     1. are true, accurate and current;
     2. are not inappropriate, misleading, defamatory, discriminatory, infringing, obscene, offensive, unlawful, threatening or harassing;
     3. shall not infringe any patent, trademark, copyright, trade secret or other intellectual or proprietary right of any person;
     4. shall not infringe the privacy of any person and are in full compliant with the Privacy Policy issued by us;
     5. shall not violate any Applicable Laws; and
     6. include all information and documents necessary for the Investors to make an informed decision to invest in the Campaign.
   • The Applicant/Issuer agrees and acknowledges the following: -
     
     
     1. by providing the Proposal and Disclosure Documents to AMB Connect, the Applicant is deemed to have assigned to AMB Connect all title, benefits and interest related thereto for the purpose of publication on the Platform for the Campaign;
     2. if AMB Connect approves the Proposal and Disclosure Documents, AMB Connect reserves the right to include information extracted from the Proposal and Disclosure Documents as a disclaimer of its liability and a risk warning to Investors; and
     3. while AMB Connect aims to enforce confidentiality obligations on any party reviewing the contents of the Proposal and Disclosure Documents through the Platform, we cannot guarantee the confidentiality of the information contained in the Proposal and Disclosure Documents. AMB Connect is not responsible for any information becoming public due to the actions of third parties or potential Investors.
   • Should there be any changes to the information within the Proposal and Disclosure Documents, the Issuer shall promptly notify AMB Connect in writing of such changes. When requested by AMB Connect, the Issuer shall promptly make such adjustments, amendments, variations, modifications or supplements to the Disclosure Documents.


7. CAMPAIGN
   
   
   • Upon approval by AMB Connect, the Issuer may proceed with Campaign. The Campaign will be made available throughout the Campaign Period on the Platform.
   • In the event if the Issuer intends to carry out any marketing campaigns related to the Campaign during the Campaign Period, the Issuer shall: -
     
     
     1. obtain written approval from AMB Connect before conducting any marketing campaigns to attract Investors for the Campaign, regardless whether such marketing campaigns are placed on or off the Platform;
     2. amend, vary, modify and/or supplement the marketing campaign materials in accordance with AMB Connect's recommendations;
     3. link any campaign conducted outside the Platform back to AMB Connect and the Platform itself; and
     4. promptly address any queries posed by Investors with truthful, accurate, complete, current, and non-misleading answers, ensuring no material omissions, and if required by AMB Connect, to provide supporting evidence for such responses.


8. POST CAMPAIGN PERIOD
   
   
   • The Campaign Period shall end (a) upon reaching the Targeted Amount, or (b) upon the expiry of the Campaign Period, whichever is earlier.
   • During the Campaign Period, the Issuer shall not: -
     
     
     1. offer its shares for subscription or any interest therein to any persons other than to the Investors on the Platform;
     2. communicate any offer or inducement to engage in investment activity to any person other than to the Investors on the Platform; and
     3. seek Campaign of its shares on any other equity crowdfunding platform and engaging in discussion with any RMO.
   • If the Targeted Amount is met on or before the expiry of the Campaign Period, there will be a Cooling-Off Period which allows the Investors to exit the Campaign and withdraw the respective ECF Funds in full, free of interest, from the Trust Account.
   • If the Targeted Amount is not met on the last day of the Campaign Period or, if the Targeted Amount is met on or before the Campaign Period but subsequently not maintained on the last day of the Cooling-Off Period, the Campaign shall be deemed unsuccessful, whereupon the ECF Funds shall be refunded, free of interest, to the relevant Investors, subject always the relevant ECF Funds are released by the Fund Trustee.
   • If the Targeted Amount is reached prior to the expiry of the Campaign Period but is not maintained on the last day of the Cooling-Off Period, the Campaign may be continued until the last day of the Campaign Period, provided always that AMB Connect's prior written consent is obtained.
   • In the event the Targeted Amount is met within the Campaign Period and subsequently maintained on the last day of the Cooling-Off Period, the Campaign shall be deemed successful (“Successful Campaign”). The ECF Funds shall subsequently be released to the Issuer, subject to the fulfilment of the following conditions precedent within fourteen (14) calendar days after the expiry of the Cooling-Off Period, or such period as described by AMB Connect at its absolute discretion: -
     
     
     1. AMB Connect having released a letter of confirmation confirming the list of Investors who will be admitted as shareholders of the Issuer pursuant to the terms of the Nominee Agreement or Trust Deed, as the case may be;
     2. there being no material adverse change in the product/services, business, operations or financial condition of Issuer, and AMB Connect's receipt of the letter issued by the Issuer confirming that there is no such material adverse change;
     3. the Issuer having complied with and continuing to comply with the Guidelines, the Shariah Principles and the Applicable Laws, and receipt of the letter issued by the Issuer to AMB Connect confirming as such;
     4. the Issuer having obtained all necessary approvals for the issuance and allotment of the Offer Shares to the Investors, Nominee or Share Trustee (as the case may be), including its shareholders' and board of directors' resolution;
     5. the Issuer having complied with all provisions under All Terms, ECF Agreements and any documents related to the Campaign;
     6. the Issuer having executed all definitive transaction documents in relation to Campaign with the Investors and if applicable, the Nominee or Share Trustee (as the case may be), including but not limited to the ECF Agreements; and
     7. where applicable, the Issuer satisfying the due diligence enquiries as required by the Fund Trustee; and
     8. any other conditions as may be reasonably imposed by AMB Connect.
   • In the event of a Successful Campaign but there is Oversubscription, the Issuer shall not be entitled to any Oversubscription Amount and the Issuer shall allot the Offer Shares to Investors on a first-come-first-serve basis and refund the excess ECF Funds without interest to Investors who deposit later. The refund of the excess ECF Funds are subject to the Fund Trustee releasing the relevant portion of the Trust Funds.


9. ISSUANCE AND ALLOTMENT OF OFFER SHARES
   
   
   • In response to the CA which limits the number of shareholders in a private limited company to a maximum of fifty (50) shareholders at any given time, the Offer Shares may be issued and allotted to the Nominee or Share Trustee (as the case may be). Nothing contained herein precludes the direct issuance and allotment of the Offer Shares to Investors, provided it complies with all Applicable Laws and is agreed upon by the Issuer.
   • Nominee or Share Trustee
     
     
     1. In the event of a Successful Campaign, the Issuer, Investors and Nominee or Share Trustee (as the case may be) shall enter into a Nominee Agreement or Trust Deed (as the case may be) to govern their relationship. Such Nominee Agreement or Trust Deed (as the case may be) covers various aspects, including but not limited to the transfer of shares, management of dividends, and other rights.
     2. The Nominee or Share Trustee (as the case may be) will act on behalf of the Investors in a particular Successful Campaign, holding the Offer Shares on behalf of the Investors, managing communication and relationship between both Issuer and Investors, and ensuring all actions are subject to the terms and conditions of the Nominee Agreement or Trust Deed (as the case may be).
     3. The Issuer shall issue and deliver share certificate(s) in the name of the Nominee or Share Trustee (as the case may be), setting out the number of the Offer Shares held by the Nominee or Share Trustee (as the case may be) on behalf of the Investors. Subject to the terms and conditions of the Nominee Agreement or Trust Deed (as the case may be), the Nominee or Share Trustee (as the case may be) will issue written documents to the Investors to confirm their beneficial ownership in the Offer Shares held by the Nominee or Share Trustee (as the case may be) on their behalf.


10. FEES AND CHARGES
    
    
    • Non-Refundable Administration Fee
      An Issuer is required to pay a non-refundable administration fee of RM 5,000-00 after its Proposal is approved. This fee is allocated to cover the costs of the initial review process, which includes customer due diligence and Shariah compliance screening. This will be the only out-of-pocket fees that the Issuer will need to incur to begin and host Campaign on the Platform
    • Success Fee
      In the event of a Successful Campaign, a success fee of 5% to 8% of the total amount raised (“Success Fee”) will be charged, subject to the terms mutually agreed in the Issuer Agreement. The Success Fee will be deducted from the total funding, with the remaining balance released to the Issuer from the Fund Trustee. However, if the Campaign is unsuccessful, no Success Fee will be charged.
    • Additional Charge
      If Issuers require any additional services from AMB Connect, including but not limited to setting up Nominee or Share Trustee (as the case may be), customising additional advertisement or designing their business page, additional charges may be imposed. The amount of additional charges will be determined based on the complexity of the services provided. Before imposing any additional charges, AMB Connect will discuss with the Issuer in good faith regarding the scope and charges of the additional services.
    • Taxes
      All payments pertaining to Campaign and any other sums payable by the Issuers under All Terms are subjected to Taxes.


11. LIMIT TO FUND RAISING
    
    
    • An issuer may only raise, collectively, a maximum amount of RM 20,000,000-00 through equity crowdfunding platforms in its lifetime, excluding the Issuer's own capital contribution or any funding obtained through a private placement exercise (“Limit”).
    • The Limit shall not apply to a microfund hosted on an equity crowdfunding platform.


12. TERMINATION
    
    
    • The Issuer shall not be entitled withdraw the Proposal and/or terminate the Campaign fourteen (14) days before the commencement of the Campaign Period or at any time during the Campaign Period without AMB Connect's prior written consent.
    • AMB Connect reserves the right to withdraw any approval granted to the Issuer and/or terminate the Campaign at any time upon the occurrence of any of the following events:-
      
      
      1. insolvency proceedings are initiated against the Issuer;
      2. any order is being made or a resolution is being passed for the winding up or liquidation (as the case may be) of the Issuer;
      3. the Issuer is adjudicated wound up or becomes insolvent (as the case may be);
      4. the Issuer institutes any proceedings or gives its consent to the institution of any proceedings for the relief of the Issuer under any winding up or insolvency laws (as the case may be);
      5. the Issuer breaches any provisions under any of All Terms or the ECF Agreements; and/or
      6. the Issuer is suspected to have engaged in fraud, money laundering, other criminal activities, or any other improper activities.


13. ACCOUNT AND SECURITY
    
    
    • The login credentials are strictly personal and non-transferable. Each Issuer shall ensure that only it and its Authorized Representatives have access to the Platform using its login credentials and any login with the Issuer's credentials is deemed to be the Issuer's action.
    • The Issuer shall be solely responsible for the safekeeping of login credentials and any activity that occurs on its account. AMB Connect is not responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the Investor's failure to comply with this Clause 13.
    • The Issuer and its Authorized Representatives are permitted to use and access the Platform solely for the purposes as outlined in All Terms and any agreements executed by it in relation to Campaign . The Issuer shall not bypass or manipulate the Platform systems, nor access the Platform for any unauthorized, malicious, illegal, or fraudulent purposes.
    • The Issuer shall notify us immediately of any breach of security or unauthorized use of its account. AMB Connect shall not be liable for any losses caused by any unauthorized use of its account.
    • AMB Connect reserves the right at its sole discretion, at any time and from time to time and without assigning any reason whatsoever, to reject, approve, suspend or terminate the Issuer's assess and use of the Platform, and/or to revoke the registration status and deactivate its account on the Platform.
    • The revocation of the status of the Issuer under these Terms shall not result in a termination of any contracts or other agreements to which the Issuer is a party at the time being.


14. THE ROLE OF AMB CONNECT
    
    
    • Each Issuer acknowledges that AMB Connect serves an administrative function by facilitating the connection between Investors and Issuers and facilitating the exchange of documentation and information between them and that AMB Connect is not a party to any agreements between Investors and Issuers unless acting as an Investor, and it does not handle any funds from Investors or Issuers apart from the payment of fees to AMB Connect in accordance with Clause 10.
    • AMB Connect does not offer any form of advice, including investment, legal, tax, or other advice, regarding transactions conducted through the Platform, except for technical guidance on Platform usage. Nothing on the Platform or in communications to Users is intended to be construed as advice.


15. GUIDELINES AND ALL TERMS
    
    
    • Each Issuer, Applicant and User shall comply with the Guidelines at all times.
    • By submitting the Proposal and/or accessing to or using the Platform, each Issuer, Applicant and User shall be deemed as having read, understood, and agreed to the provisions outlined in All Terms.


16. MISCELLANEOUS
    
    
    • Entire Agreement. These Terms constitutes the entire agreement between the parties concerning its subject matter.
    • Severability. If at any time any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.
    • No Assignment. These Terms will inure to the benefit of AMB Connect, its successors and assigns and may be transferred by AMB Connect to any party without the User's prior approval upon notice to User. These Terms are personal to Users and it shall not, without the prior written consent in writing of AMB Connect, assign, novate or otherwise deal with the whole or any part of these Terms or its rights or obligations hereunder.
    • No Waiver. A delay or failure of any party to exercise any right or remedy pursuant to these Terms will not operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under these Terms are cumulative and the exercise of one right or remedy will not limit the exercise of any other right or remedy.
    • No Partnership. These Terms shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Terms shall be construed so as to constitute AMB Connect and the Users as agents of one another.
    • Governing Law. These Terms are governed by and construed in accordance with the laws of Malaysia.