1. Funding Contract
  • This Funding Contract (“Contract”) shall contain the terms and conditions to be applied at the relationship between the Investor and the Issuer (“the Parties”) in engaging in microLEAP’s platform (“Services”). The Investor and the Issuer acknowledge, understand and agree that both parties have read all the terms of this Contract and any other agreement that is to be read with this Contract and will be bound to the same terms.
  • A Funding Contract is deemed to be automatically entered into by any party when a funding request has met its minimum funding goal and has been irrevocably accepted by the Issuer.
  • The Funding amount will only be up to a maximum of 70% of the value of the vehicle(s) (Finance to Value or FTV) that is posted as Collateral, or otherwise agreed between microLEAP and the Issuer.
  • The Contract shall be read together with the Term Sheet which shall consist of the investment note reference, credit risk rating, funding amount raised, profit rate, credit risk and payment schedule.
  • The Parties warrant that they have the legal capacity to act as an individual, regardless that they have been legally appointed as a representative of a partnership, company or business entity, and that they are deemed to warrant that they are duly authorised to act on their own behalf or as a representative. Legal action shall be taken should there be a breach to this requirement.
  1. Covenants of Issuer and Investor
  • The Parties shall comply with all applicable laws and regulations and promptly obtain all consents or authorisations under any law or regulation to enable the Parties to perform their obligations under the Issuer Agreement, the Investor Agreement and the Funding Contract. The Parties also have to ensure the legality, validity, enforceability and admissibility in evidence of the funding in any relevant jurisdiction, including but not limited to the jurisdiction of Malaysia. The Parties further warrant that they are not and shall not be engaged in activities which may constitute money laundering as well as terrorism financing offences under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.
  • The Parties understand the risks in the mechanism of the Platform (as defined in the Issuer Agreement) and the risks in issuing the Investment Note. The Parties covenant that they are also familiar with the potential loss of some or all of the amounts provided by the Investor in subscribing to any Investment Note on the Platform and that there are other foreseeable or unforeseeable risk factors that might cause loss which the Investor shall be solely liable for all risks and losses as a result of subscribing to any Investment Note on the Platform.
  1. Islamic Investment Notes
  • Investment is by way of commodity Murabahah pursuant to the Master Commodity Murabahah Agreement made between the Issuer and microLEAP.
  • As the Investment Wakeel on behalf of the Issuer, microLEAP is authorized by the Issuer and will from time to time, purchase and sell certain commodities on a deferred payment and profit basis on the platform operated by the Investment Wakeel.
  • The Investment Wakeel shall execute the purchase on behalf of the Issuer and the sale on behalf of the Investor in order for the Issuer to be able to purchase the Commodities at the Commodity Purchase Price.
  • Upon completion of the purchase of Commodities as described the payment will be deferred, the Investment Wakeel (on behalf of the Issuer), shall execute the sale of the commodities on spot basis to the Commodities Broker through the Investment Wakeel’s platform.
  1. Payments
  • The scheduled payments payable to each Investor in respect of the Issuer’s funded amount will be set out in the payment schedule which shall be read together with the Contract. The payment will be in the form of a ‘Bullet Payment’ paid on the maturity date.
  • The Issuer irrevocably and unconditionally agrees to remit the bullet payment amount which shall be credited into microLEAP’s Trust Account on the maturity date. For avoidance of doubt, microLEAP shall use Islamic trust account.
  • Full early settlement of the entire financing is allowed subject to any outstanding profit and fees paid to microLEAP.
  • There will be a late payment fee of 0.1% per day on the outstanding amount up to a limit of 10% of the outstanding amount. This will be charged after a grace period of 7 (seven) days and all proceeds of the late payment will be considered ‘Gharamah’ and will go to charity.
  • No restructuring of financing or rescheduling of payment is allowed.
  1. Collateral
  • As collateral security for the prompt payment in full when due (whether at stated maturity or otherwise) of the financing, the Issuer hereby pledges and grants to 365 Resources Sdn Bhd (“365”), a subsidiary of Semangat Anggun Group of Companies (“SAG Group”), temporary ownership of the vehicle(s) under JPJ’s E-Auto System, whether now owned by the Issuer or hereafter acquired and wherever located (“Collateral”).
  • In the event that the vehicle(s) is sold before the maturity of the financing, the Issuer may substitute the vehicle(s) with a vehicle(s) of the same value or higher.
  • In the event of Default, 365 may dispose and sell the Collateral and the proceeds will be given to microLEAP which will then be used to pay all the P2P Investors that have invested in this particular Investment Note.
  1. Defaults
  • Should the Issuer fail to comply with any term and condition (including the Issuer Agreement and this Contract), the funding will be placed into default and the outstanding balance shall immediately become due and payable by the Issuer and the Issuer will receive a default notice and/or termination notice and will be pursued for the total outstanding funded amount.
  1. Liability and Indemnity
  • The Parties shall fully and unconditionally bear all costs, fees and/or expenses spent or incurred, required in relation to, any investigation, negotiation, conflict, mediation, court or arbitral proceedings arising out of or in connection with defaults payment or other disputes. The Parties also agree to first pursue in good faith the mediation of any course of action arising out of the subject matter of this Contract before resorting to legal proceeding at court in order to settle the matter amicably.
  1. General
  • Nothing in this Contract is intended to constitute a Party as an agent of the other and except as otherwise expressly provided under this Contract and/or with the prior written consent of the other Party, no Party shall have any power or authority to act in the name or on behalf of another to accept any liability or obligation binding upon the other Party. There will be no right to assign or transfer any of such rights, undertakings, agreements, duties, liabilities and/or obligations hereunder.
  • No remedy conferred by any of the provisions of this Contract is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise.
  • This Contract and any other terms and conditions referred to in this Contract collectively constitutes the entire agreements agreed upon by the Parties as to the subject matter of the same. Each Party hereby acknowledges that by entering into this Contract it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein.
  • All disclaimers, indemnities and exclusions in this Contract shall survive the termination of this Contract by any reason. Notwithstanding that any provision of this Contract or part thereof may prove to be illegal or unenforceable or void, the remaining provisions of this Contract shall continue to be in full force and effect.
  • This Funding Contract shall be governed by the laws of Malaysia and the Parties hereto submit to the exclusive jurisdiction of the Malaysian Courts in respect of any dispute or matter arising out of or connected with this funding contract and/or the documents referred to herein.