PLATFORM TERMS AND CONDITIONS
Version: 5.0
Effective Date: 3 March 2026
TABLE OF CONTENTS
- PURPOSE AND SCOPE
- DEFINITIONS AND INTERPRETATION
- GENERAL
- KLDX ACCOUNT
- SUBSCRIPTION, TRANSFER AND TRADING OF TOKENS
- KLDX NOMINEE
- DELISTING
- RISK DISCLOSURE STATEMENT/ACKNOWLEDGMENT
- TAX ADVICE
- DISCLAIMER
- LIMITATION OF LIABILITY
- ACKNOWLEDGMENT AND WARRANTIES
- FURTHER WARRANTIES AND CONFIDENTIALITY
- INDEMNITY
- OTHER TERMS
-
PURPOSE AND SCOPE
- The following terms and conditions and the KLDX Privacy Policy (collectively, the
“Terms”) apply to any person or entity that registers and/or opens an account with
KLDX including through www.kldx.com or any associated mobile applications,
website, or APIs and/or access the KLDX Platform. - You understand these Terms, the Tokens terms and conditions as well as the Token
Documents (where applicable), and have the full power, authority and capacity to
comply with such provisions. - The Terms constitute a legally binding agreement between us and by you accessing
and/or using the KLDX Platform, registering for and using a KLDX Account and/or
subscribing to the Tokens or dealing with the Tokens in any manner whatsoever
(“Proposed Actions”). You unconditionally accept these Terms and agree to be
bound by and act in accordance with the Terms. If you do not accept these Terms,
you must stop carrying out the Proposed Actions. - You also accept and agree that you are solely responsible for understanding and
complying with all laws, rules, regulations and requirements of the jurisdiction in
which you live that may be applicable to your Proposed Actions. Depending on your
country of residence, you may not be able to use all the functions of the KLDX
Platform. - Please read these Terms carefully before carrying out the Proposed Actions because
it affects your legal rights and obligations. If you do not accept these Terms, you are
required to stop carrying out any of the Proposed Actions. - For the purposes of these Terms, any reference to “we” “us” “our” “KLDX” and/or any
similar term shall be construed as reference to Kapital DX Sdn Bhd, Kapital DX
Nominee Sdn Bhd and/or its related corporations (“KLDX”) and all associated content
or web pages, including the materials which are displayed, information, images, links,
sounds, graphics, video, software, applications on the KLDX Platform shall
collectively be referred to as the “KLDX Materials”.
- The following terms and conditions and the KLDX Privacy Policy (collectively, the
-
DEFINITIONS AND INTERPRETATION
-
The following terms shall have the following meanings when used in these Terms
unless the context otherwise requires:“Applicant” any entity who applies for admission as an
Issuer and for its Token to be issued and
listed on the KLDX Platform;“Angel Investors” refers to an individual: - who is a tax resident in Malaysia; and
- whose total net personal assets exceed RM3 million or its equivalent in foreign currencies; or
- whose gross total annual income is not less than RM180,000 or its equivalent in foreign currencies in the preceding 12 months; or
- who, jointly with his or her spouse, has a gross total annual income exceeding RM250,000 or its equivalent in foreign currencies in the preceding 12 months;
“Business Day” a day on which banks are open for general
banking business in Malaysia (not being a
Saturday, Sunday or public holiday in
Malaysia).“CMSA” the Capital Markets and Services Act 2007,
as may be amended, modified or
supplemented from time to time;“Completion Date” for Equity Tokens, the date when the Shares
is allotted and issued to KLDX Nominee, the
registration of KLDX Nominee in the register
of members of the Applicant as the holder of
the Shares and for Investment Note Tokens,
the date when the global certificate(s) in
respect of the Investment Notes is deposited
with KLDX Nominee;“Designated Bank Account” your bank account opened in your name, of
which details were specified by you, at the
time of the opening and may be updated from
time to time;“Digital Assets Guidelines” the Guidelines on Digital Assets issued by the
SC, effective 28 October 2020, as may from
time to time, be amended, replaced or
supplemented;“Instructions” instructions from you to us relating to any of the
Proposed Actions;“Investment Notes” any contract, agreement, note or other
document evidencing a monetary loan,
executed or offered, on or through an
electronic platform, where a Participant
expects a financial return, but does not
include –- any right, option or interest in respect
of such contract, agreement, note or
other document; - a cheque, banker’s draft or any other bill of exchange or a letter of credit;
- a banknote, guarantee or an insurance policy; or
- a statement, passbook or other document showing any balance in a current, deposit or savings account;
“Issuer” the party which has issued Tokens being admitted and listed and not removed on the KLDX Platform; “KLDX” Kapital DX Sdn Bhd; “KLDX Nominee” Kapital DX Nominee Sdn Bhd; “KLDX Account” consist of KLDX Cash Account and KLDX Token Account; “KLDX Cash Account” the account which reflects the cash balances of the Participants; “KLDX Materials” has the meaning assigned to it in Clause 1.6; “KLDX Platform” the multi-asset and investment platform
operated by KLDX on which the Tokens are
listed or admitted;“KLDX Token Account” the digital wallet which reflects the Tokens held by the Participants; “KLDX Requirements” the provisions in the Listing Rules, Platform
Terms and Conditions, Privacy Policy and/or
any other terms, conditions, guidelines,
policies, rules and requirements applicable
to you that has been or will be published by
KLDX (including those relating to the trading
of the Tokens on the relevant platform) as
may from time to time be introduced,
amended, modified, supplemented or
replaced;“listed” admitted to KLDX Platform and not
removed, and “listing” will be construed
accordingly;“Listing Rules” the rules governing the Applicants and
Issuers on the KLDX Platform, as may be
amended, supplemented or replaced from
time to time;“Participants” a person for whom an account has been
opened on the KLDX Platform and whose
account is valid and subsisting (whether or
not suspended);“Proposed IEO” proposed initial exhange offering through
the listing and admission of Tokens by the
Applicants on the KLDX Platform;“SC” the Securities Commission of Malaysia; “Security Token” digital token which is generated to represent
assets or an interest in assets which may
include equity, investment note, funds or any
other asset as determined by KLDX;“Sophisticated Investors” refer to investors specified under Part I of
Schedules 6 and 7 of the CMSA;“Shares” such number of shares in the Applicant or
Issuer, as determined by the Applicant or
Issuer;“Subscription Application” means an application submitted by a
Participant to subscribe for the Tokens;“Token” a Security Token which has either been issued
or is proposed to be issued for purposes of
being listed on the KLDX Platform;“Token Documents” in relation to any Tokens, means (a) the White
Paper, the pricing supplement, the
subscription document, where applicable and
includes any supplementary of the same; (b)
the Constitution of the Applicant or Issuer
(where applicable); and (c) the relevant
agreements/documents to be executed by
the Applicant or Issuer and the Participants,
including the token subscription deed, deed
poll and other documents relating to the
offering;“Tokenholders” a person who is a Participant and has been
issued Tokens of an Applicant/Issuer; and“White Paper” the document issued by the Applicant
accompanying the Proposed IEO describing,
among others, the detailed information of the
Applicant, the Proposed IEO and the purpose
of the Proposed IEO and includes a
supplementary white paper (if applicable). - Unless the context requires otherwise:
- all headings are for convenience only, and do not affect the interpretation of
these Terms; - words importing the singular include the plural and vice versa, and words
importing the masculine include any gender; - the meaning of general words is not limited by specific examples introduced
by expressions such as, “including”, “for example”, “such as”, or such similar
expressions, and the word “includes” or “including” as used in these Terms
shall be construed to mean “includes without limitation” or, as the case may
be, “including without limitation”; - a reference to a document is to that document as amended, supplemented
or replaced; - a reference to a “person” includes an individual, any type of entity, a body
corporate, a partnership, a joint venture, an unincorporated association and
an authority; - reference to a particular person includes the person’s executors,
administrators, successors, substitutes (including persons taking by
novation) and assigns; - “law” includes common law, principles of equity and legislation (including
regulations, rules, by-laws, ordinances and proclamations) and includes any
consolidations, amendments, re-enactments or replacements of any of them; - a reference to “in writing” means in legible form and capable of reproduction
on paper, and includes electronic communication; - a reference to “material” includes the ability to affect the outcome of a
decision or an application; - a reference to anything, including an amount, right, obligation or concept
includes the whole and each part of it; - a period of time starting from a given day or the day of an act or event, is to
be calculated exclusive of that day; - if a person must do something on or by a given day and it is done after 5.00
p.m. (Malaysian time), it is taken to be done on the next Business Day; - if the day on which a person must do something is not a Business Day, the
person must do it on the next Business Day; and - notwithstanding anything to the contrary, where any of our rights are specified
to be at our “discretion”, shall be construed to refer to our “sole, unfettered
and absolute discretion”; any determination to be made by us or any exercise
by us of any rights or entitlement may be made at our sole, unfettered and
absolute discretion and, in every case, shall be conclusive and binding on
you.
- all headings are for convenience only, and do not affect the interpretation of
-
-
GENERAL
Additional Information and Due Diligence
-
- Upon request, you may need to provide us with information for the purposes of
identity verification and the detection of money laundering, terrorist financing, fraud,
or any other financial crime and complete certain verification procedures before you
are permitted to access and/or use the KLDX Platform. The information we request
may include certain personal information, including, but not limited to, your name,
address, telephone number, e-mail address, date of birth and government
identification documents, including those of your directors or shareholders, etc. - By providing us with the information described above, you permit us to keep a record
of the information and confirm that the information is accurate and authentic. You authorise us to make the inquiries, whether directly or through third party applications,
that we consider necessary to verify your identity or protect you and/or us against
fraud or other financial crime, and to take action we deem reasonably necessary. - We reserve the right to, at any time to:
- restrict or suspend your KLDX Account when we, in our sole discretion,
consider it necessary to carry out further identity verification and/or due
diligence; or - terminate your KLDX Account if you provide, or we suspect you have provided,
false information or refused to provide information we require for identity
verification and/or further due diligence.
- restrict or suspend your KLDX Account when we, in our sole discretion,
- You accept and agree that there may be delays in accessing your KLDX Account, or
in carrying out transactions through your KLDX Account when we undertake any
identity verification and/or due diligence procedures.
- Upon request, you may need to provide us with information for the purposes of
Account Security
-
- We take security very seriously. However, you are responsible for the following:
- maintaining adequate security and control over your KLDX Account sign in
details, including but not limited to passwords or other appropriate log-in
details of your accounts (including changing your password from time to
time), failing which you shall be liable for any disclosure of or use of such
password, whether authorised or not; - ensuring the security adequacy and sufficiency of the systems and devices
that you use to access your KLDX Account and/or the KLDX Platform; - use of appropriate and updated virus-checking, anti-virus, anti-spyware,
anti-malware, firewall software and other security software on your
computers and mobile devices with security patches or newer versions on
a regular basis; - to immediately notify us if you have any reason for suspecting that the
confidentiality of your username and/or password has been compromised
or if there has been any unauthorised use of your username and/or
password; - keeping your contact details up to date so that you can receive any notices
or alerts we may send you in relation to security; - enabling any additional security features available to you, including the
activation of 2-factor authentication of your KLDX Account; - maintaining security and control over the email mailbox, phone number and
2- factor authentication applications or devices associated with your KLDX
Account; - carry out regular backup of critical data;
- consider the use of encryption technology to protect highly sensitive or
confidential information; - log off from the KLDX Platform at the end of an online session;
- clear the browser cache after an online session;
- refrain from installing any software or running or executing programs of
unknown origin; - avoid opening email attachments from unknown senders or from unknown
email; - exercise caution not to disclose any personal, financial or credit card data
to websites that are little-known, suspect, or do not have a matching
website domain URL service; and - refrain from using public or internet cafe computers to access online
services or perform financial transactions.
- maintaining adequate security and control over your KLDX Account sign in
- We take security very seriously. However, you are responsible for the following:
To carry out the Proposed Actions, you will be required to create an account with
us. In creating an account for you, we may issue you with a username and
password, or other appropriate log-in details for your account subject to any terms
of use that we may require. The username and password are for your personal use
only and these may not be transferred to any other person or entity. In this context,
“Username” refers to the unique login identification name or code which identifies
you, and “Password”, refers to the valid password that you may use in conjunction
with the relevant Username to access your KLDX Account and/or the KLDX
Platform.-
- You are responsible for keeping your log-in details confidential so that they cannot
be used without your permission. The Username and Password are strictly for your
own personal use and should not be transferred to any other person. You will be
responsible for any use of the KLDX Platform by anyone using your log-in details. - Access to and use of password-protected and/or secure areas of the KLDX Platform
are restricted to authorised users only. - We reserve the right, at our sole discretion, in accordance with the provisions in these
Terms to (a) suspend your KLDX Account and/or invalidate the Username and/or Password; (b) refuse to complete, block, cancel or reverse a transaction you have
authorised (even if funds have been debited from your KLDX Cash Account or
Tokens from your KLDX Token Account); and/or (c) deactivate or terminate your
KLDX Account with immediate effect, without giving any reason or prior notice and
shall not be liable or responsible for any loss or damage suffered by or caused by
you or arising out of or in connection with or by reason of such actions. - Further details about registration is available on www.kldx.com
- You must comply with any instructions we give you about how to use your KLDX
Account and/or the KLDX Platform. You must not do anything that interferes with or
adversely affects the normal operation of the KLDX Platform (including the ability of
other users to access or use the website).
- You are responsible for keeping your log-in details confidential so that they cannot
Instructions by Participants
-
- You shall ensure that any Instructions to KLDX as well as any information provided
in relation thereto is accurate, complete, clear and free of omissions. - All Instructions shall be given in English.
- In the event we receive an Instruction after the cut off time, we will act on the
Instruction on the next Business Day, but shall incur no liability if, having exercised
reasonable efforts to act on the Instructions, is unable to do so. - Without prejudice to these Terms, all Instructions provided by you to us through the
KLDX Platform shall continue in full force and effect until notice of any change is
received by us through the KLDX Platform, and we shall be entitled to act upon and
rely on all such Instructions. - In the event we are unable to process any Instruction received from you, we shall, to
the extent reasonably practicable, promptly inform you through the KLDX Platform as
to the reasons for the said refusal. - You acknowledge and agree that any decision of the Tokenholders made in
accordance with the Token Documents may be conveyed to the Issuer by KLDX or
through the KLDX Platform. - In the event the Issuer fails to pay any amount that has fallen due, KLDX may, at the
instruction of the Tokenholders in accordance with the Token Documents and any
arrangement between KLDX and the Tokenholders:- appoint third party debt collection agents to recover the unpaid amounts
from the Issuer; - appoint legal counsels to commence legal proceedings against the Issuer;
and/or - take any course of action as may be appropriate to enforce the rights of the
Tokenholders as provided under the Token Documents.
All cost related to the recovery of the debt may be deducted from the recovered
sum received from the Issuer before disbursing to the Tokenholders accordingly
or in accordance with the provisions in the Token Documents. - appoint third party debt collection agents to recover the unpaid amounts
- KLDX and/or the KLDX Platform shall not be in any way deemed as the agent of the
Tokenholders nor any agency relationship is or will be created with the Tokenholders
and its role under Paragraph 3.17 above is purely administrative and mechanical.
KLDX and/or the KLDX Platform shall not be liable to you or any third party, and
hereby disclaims, for:- any cost, expenses, liabilities, losses or damages resulting from or related
to actions taken or omitted to be taken by KLDX and/or the KLDX Platform
in connection with matters contemplated in Paragraph 3.17 except to the
extent that such losses are the direct result of fraud on the part of KLDX
and/or the KLDX Platform as determined by a final judgement of a court
with jurisdiction; and - any indirect, consequential, special or punitive loss, damage, cost or
expense, unforeseeable losses or damages, loss of profit, loss of
business, loss of reputation, depletion of goodwill or loss, damage or
corruption of data.
- any cost, expenses, liabilities, losses or damages resulting from or related
- You shall fully indemnify KLDX, the KLDX Platform and/or its related corporations
(“KLDX Affiliates”) from and against any and/or all claims, charges, actions,
proceedings, losses, liabilities, damages, expenses and demands (including, but not
limited to fees and expenses in connection with the investigation of, preparation for,
or defence of, any inquiry, inspection or investigation or any pending or threatened
litigation or proceedings) which KLDX, the KLDX Platform and/or KLDX Affiliates may
incur or suffer in any jurisdiction, and which in any case are directly or indirectly
occasioned by or result from or are attributable to anything done or omitted in relation
to or arising from or in connection with Paragraph 3.17.
- You shall ensure that any Instructions to KLDX as well as any information provided
Authorisations
-
- You authorise us to perform the services and/or transactions in the manner described
in these Terms and the KLDX Requirements, including the creation, transfer,
deactivating of Tokens, conducting settlements through smart contracts and debiting
and crediting your KLDX Account.
- You authorise us to perform the services and/or transactions in the manner described
Records of Transactions
-
- Any records which we maintain on communications, Instructions, transactions or
operations made or performed, processed or effected on the KLDX Account and/or
KLDX Platform with you or any person purporting to be you, acting on your behalf or
purportedly acting on your behalf, with or without your consent, shall be conclusive
evidence of such communications, transactions, Instructions or operations and
binding on you.
- Any records which we maintain on communications, Instructions, transactions or
Electronic Communications and Internet Access
-
- You accept and agree that:
- any communications, agreements, notices and/or any other documents
(together “Communications”) relating to your KLDX Account and/or the
KLDX Platform will be provided to you electronically by posting them on the
KLDX Platform, emailing them to the email address you have provided to
us, or through any other form of electronic communication. You consent to
receiving all Communications electronically and based on the above
medium; - you will at all times have available to you the necessary hardware and
software to receive, access and retain Communications sent to you
electronically, including a device with an internet connection and a valid and
accessible email address; and - you assume full responsibility for providing us with a valid and accessible
email address to which any Communications may be sent, and for ensuring
that email address and any other contact information is kept up to date. Any
Communication sent to the email address you have provided to us will be
deemed to have been received by you. You can amend your contact
information by signing-in to your KLDX Account and accessing the Settings
page.
- any communications, agreements, notices and/or any other documents
- You may at any time withdraw your consent to receiving Communications
electronically by contacting us at support@kldx.com. You acknowledge that failure to
give, or withdrawing, consent to receiving Communications electronically puts the
security of your KLDX Account at risk and that we reserve the right to close your
KLDX Account in the event you fail to give, or withdraw, your consent to the receipt
of Communications electronically. - We are hereby authorised to reproduce, use, disclose, host, publish, transmit and
distribute without limitation, all contents or any part of transmissions or
communications you make or submit through the KLDX Platform or any part thereof
and you hereby grant to us and our partners, agents and/or representatives, a nonexclusive, world-wide, royalty-free, irrevocable licence and right to do the same.
- You accept and agree that:
Error or Fraudulent Transactions
-
- All transactions are final and binding on you, except where provided for in Paragraph
3.26 to Paragraph 3.28. You shall honour all transactions executed, unless and until
the transaction is cancelled or reversed in accordance with this Paragraph 3.26 to
Paragraph 3.28. - We may, at our discretion, identify and review any transactions executed or to be
executed for you to determine whether such transactions are error transactions or
fraudulent transactions (including any application or transactions relating to the
subscription of Tokens). - If we determine that the transaction is an error transaction or fraudulent transaction
(for example, due to a technical and/or system failure), we may, at our discretion,
cancel and/or reverse the error transaction. - You agree that any decision made by us on whether a transaction is an error
transaction or fraudulent transaction or not as well as the actions taken relating to the
same is conclusive and binding on you and you shall not challenge or dispute the
validity of such decision, and we shall not be obliged to give any reasons for our
decision.
- All transactions are final and binding on you, except where provided for in Paragraph
Compliance with Applicable Laws, Guidelines
-
- You agree to comply with these Terms, the KLDX Requirements as well as all
applicable laws, guidelines, notices, rules and policies relating to the Proposed
Actions together with such amendments to the aforementioned, including those which
we may issue from time to time. - You agree that we may, at our absolute discretion, deny you access to your KLDX
Account, the KLDX Platform and/or KLDX Materials for any reason, including without
limitation, if we believe that you have violated or acted inconsistently with any terms
or conditions in these Terms or the KLDX Requirements, or if in our opinion or the
opinion of any regulatory authority, that it is not suitable to continue providing the
services relating to the KLDX Account and/or the KLDX Platform.
- You agree to comply with these Terms, the KLDX Requirements as well as all
Prohibited Activities
-
- You will not undertake any activity that will result in us being in breach or noncompliance with applicable laws or otherwise be detrimental to the interests, integrity
and reputation of KLDX. - You will not undertake any activity that would result in the KLDX Platform, your KLDX
Account and/or the Tokens be used for or to facilitate any illegal, unethical, fraudulent,
or unauthorised activities. - You will not engage in any of the following prohibited conduct:
- transmitting or uploading any material or software that contains, or which
you have reason to suspect contains, computer viruses, trojan horses,
worms or other harmful, malicious, destructive or corrupting code, agent,
program or macros; - disseminating any information or material through the KLDX Platform, which
is misleading, incomplete, erroneous, offensive, indecent, defamatory or
which may not be lawfully disseminated under applicable laws or which are
otherwise objectionable; - carrying out any fraudulent activity which may defraud KLDX or any of the
Participants; - providing any false, inaccurate, or misleading information to us;
- carrying out any transactions or otherwise using the KLDX Account and/or
KLDX Platform to facilitate or enable illegal activity, promote or facilitate
hate, violence or racial intolerance or which may be considered obscene,
etc; - use your KLDX Account and KLDX Platform other than in accordance with
the acceptable use policies of any connected computer networks,
applicable internet standards and any other relevant laws; - impersonate any person or entity or to falsely state or otherwise
misrepresent your affiliation with any person or entity; - using the account information of any other party to access the KLDX
Account and/or KLDX Platform; - transferring your account access or rights to any third party, unless by
operation of law or with our express permission; and - to view, listen to, download, print or use the KLDX Materials, documents or
information on the KLDX Platform for any other purpose other than as
allowed under applicable laws.
- transmitting or uploading any material or software that contains, or which
- You will not undertake any activity that will result in us being in breach or noncompliance with applicable laws or otherwise be detrimental to the interests, integrity
Fees and Expense
- There are fees and/or charges imposed by us for the services provided by us in
relation to the Proposed Actions and/or the KLDX Platform. All applicable fees are as
set out on the KLDX’s website. - Investment Limits
Your investment in a Proposed IEO is subject to the following limits:
- for Sophisticated Investors: No restriction on investment amount;
- for Angel Investors: a maximum of RM500,000.00 within a 12-month period;
and - for retail investors: a maximum of RM2,000.00 per Applicant or Issuer with
a total investment limit not exceeding RM20,000 within a 12-month period.
-
-
KLDX ACCOUNT
General
-
- Your KLDX Account consist of the KLDX Cash Account and the KLDX Token
Account. - Your KLDX Cash Account is your account which reflects your cash balances.
- Your KLDX Token Account is your digital wallet which reflects your Tokens holdings.
- There is no interest payable in your KLDX Account. However, KLDX may, at its sole
discretion determine otherwise and you shall be updated or notified accordingly. - You acknowledge, agree, and undertake that you may only use the monies in your
KLDX Cash Account and Tokens in your KLDX Token Account for the sole purpose
of making payment for the subscription or transfer or trading of Tokens (including
payment for any ancillary fees imposed by KLDX) and shall not be used for any other
purpose and will not create or allow any encumbrance or security interest to be
created over your KLDX Cash Account and/or KLDX Token Account. - You acknowledge that you are solvent and have sufficient funds in your KLDX Cash
Account or Tokens in your KLDX Token Account for the purpose of participating in
any transactions through the KLDX Platform (including for Subscription Application
or to pay any fees imposed by us) and acknowledge that insufficient balance may
result in you not being able to proceed with an order/request/action. - The terms governing your use of the KLDX Account are as expressly set out in these
Terms, and subject to any applicable laws, limitations and conditions set forth thereon
and the KLDX Requirements. - You shall bear all bank charges, fees and any other costs that may arise in relation
to the transactions related to your KLDX Cash Account and KLDX Token Account.
- Your KLDX Account consist of the KLDX Cash Account and the KLDX Token
KLDX Cash Account
-
- The terms governing your use of the KLDX Cash Account are as expressly set out in
these Terms, and subject to any applicable laws, limitations and conditions set forth
thereon and the KLDX Requirements.
- The terms governing your use of the KLDX Cash Account are as expressly set out in
Transfer of Funds in your KLDX Cash Account
-
- If you wish to transfer funds to your KLDX Cash Account, you shall first deposit the
relevant funds/subscription amount into your KLDX Cash Account from your
Designated Banking Account and include such reference details as required by us
from time to time on the bank transfer request. Where other payment currency is
accepted by KLDX, the amount transferred shall be calculated based on the
applicable exchange rate as determined by KLDX and/or the relevant bank. - The KLDX Cash Account shall be a customer segregated account maintained with a
bank licensed under the Financial Services Act 2013 or the Islamic Financial Services
Act 2013, or such other custodian that we are permitted to maintain a custody account
with, in respect of the same (or as otherwise required by applicable law). - Upon KLDX’s receipt of the request to transfer funds into your KLDX Cash Account,
KLDX will determine whether to accept or reject the said transfer into the KLDX Cash
Account. Such determination may be made in our absolute discretion and shall
ordinarily take place within two (2) Business Days, although we reserve the right to
take longer period as necessary to determine the source of funds and other account
information or for any other reason before determining whether to accept or reject the
monies being credited into your KLDX Cash Account. - You are solely responsible for ensuring that the funds transferred to your KLDX Cash
Account is without errors and that the information provided in the bank transfer
request is accurate. - All monies to be transferred to or from your KLDX Cash Account must be to or from
a Designated Bank Account. - We reserve the right to reject any monies to be transferred to or from your KLDX
Cash Account, if any funds transfer request is received from or requested to be
transferred to or from a non-Designated Bank Account or for any other reason as
KLDX determines in accordance with its internal policies and procedures. - We are not a bank. The value stored in the KLDX Cash Account is not a deposit, is
not insured and is not the subject of any banker’s guarantee. - We shall carry out all administrative matters relating to your KLDX Cash Account
(such as processing refunds of monies in your KLDX Cash Account), as
contemplated under these Terms - Except as otherwise provided by us, every request for withdrawal of monies from your
KLDX Cash Account shall be carried out by submitting to us a withdrawal request
through the KLDX Platform, indicating the desired amount to withdraw from your
KLDX Cash Account (“Withdrawal Request”). - You confirm that you have deemed personal knowledge of every Withdrawal Request
placed through your KLDX Cash Account. Such knowledge shall include the amount
being withdrawn and any other information which may be entered or otherwise
transmitted through the KLDX Platform - Upon receipt of the Withdrawal Request, we will consider the same and decide
whether to accept or reject the said Withdrawal Request. At this stage, the withdrawal
amount to be withdrawn from your KLDX Cash Account will be earmarked until
released by KLDX.- where we accept a Withdrawal Request, we shall:
- within two (2) Business Days of receipt of the Withdrawal Request,
through the KLDX Platform notify you of the acceptance of the Withdrawal
Request; and - upon confirmation of the withdrawal, we shall:
- notify you of such confirmation through the KLDX Platform
(“Confirmation Notification”) and we will update your KLDX
Cash Account Balance and - unless you notify us otherwise, within two (2) Business Days
from the Confirmation Notification, you shall be deemed to have
accepted the amount transferred as correct and agree to
discharge us from any liability whatsoever.
- notify you of such confirmation through the KLDX Platform
- within two (2) Business Days of receipt of the Withdrawal Request,
- where we reject the Withdrawal Request, we shall, within two (2) Business
Days of receiving the Withdrawal Request, notify you, through the KLDX
Platform of our rejection of the Withdrawal Request, and provide reasons for
its rejection.
- where we accept a Withdrawal Request, we shall:
- You are responsible for ensuring the accuracy of the information provided in a
Withdrawal Request. - We may reject any Withdrawal Request or take longer than the period stipulated in
Paragraph 4.20 to process a Withdrawal Request pursuant to a rejected Withdrawal
Request. - Our determination of the KLDX Cash Account Balance as determined from the
records of KLDX shall, save for manifest error, be deemed to be conclusive and
binding on you. - KLDX shall be entitled to reject a Withdrawal Request if KLDX determines that the
relevant withdrawer has breached any of KLDX Requirements.
- If you wish to transfer funds to your KLDX Cash Account, you shall first deposit the
KLDX Token Account
General
-
- Your KLDX Token Account shall be used to store Tokens only and you are not
allowed to store any other tokens or blockchain-based tokens (including
cryptocurrency tokens, security tokens or other tokens).
- Your KLDX Token Account shall be used to store Tokens only and you are not
KLDX as Custodian of Tokens
-
- You authorise us to act as custodian in accordance with these Terms.
- The appointment, and any authorisation in connection with such appointment, shall
be effective from the issuance of your KLDX Token Account until the termination of
your KLDX Token Account by us and/or you (save that in the event there are balance
Tokens in your KLDX Token Account after the Termination Date, until the date on
which the total Tokens balance becomes zero). - We operate the KLDX Token Account and will issue a KLDX Token Account in your
name. - On our books and records, the portion of the KLDX Token Account which holds your
Tokens shall be opened, maintained, and earmarked as a custody account held on
trust for you. - The Tokens stored in your KLDX Token Account, are held by us on your behalf of
and for your account. - Your Tokens are segregated from the Tokens of other persons.
- You authorise us to, and shall carry out the following:
- hold Tokens in the KLDX Token Account on behalf of and on your
account; - accept Tokens in the KLDX Token Account from Applicant or Issuers
pursuant to your Subscription Applications and other parties; - earmark the relevant quantity of Tokens in connection with a transfer
order/instructions; - transfer, exchange, deliver or handle the Tokens (in full or in part) in your
KLDX Token Account as follows:- where there is sale of the Tokens and payment has been
credited into the relevant KLDX Cash Account, in accordance
with the instructions; - in the case of an exchange, surrender and conversion into
other securities or cash pursuant to a plan of merger,
consolidation, reorganisation, recapitalisation, or readjustment
as approved by the Participants or where approval is not
required as permitted under the Token Documents; - upon conversion of the Tokens pursuant to the applicable
Token terms and conditions and/or Token Documents into
other securities; - upon the exercise of subscription, purchase or other similar
rights represented by the Tokens; - as otherwise required or permitted pursuant to these terms and
the other KLDX Requirements or any applicable laws or
regulations; or - as otherwise may be directed pursuant to the Instructions, take
the following actions in relation to the Tokens:- promptly send to you all relevant notices and other
communications in relation to the Tokens as may be
received by us and inform you of any rights or rights
entitlements in connection with, attached to or
otherwise arising from the Tokens; - seek your Instructions; and
- where applicable, facilitate the payment (from the
relevant KLDX Cash Accounts) of dividends,
interest/profit payments and other entitlements.
- promptly send to you all relevant notices and other
- where there is sale of the Tokens and payment has been
- hold Tokens in the KLDX Token Account on behalf of and on your
Issuance/Use of the KLDX Token Account
-
- Once you have been successfully registered with us, you will be issued a specific
KLDX Token Account. All Tokens will be allotted directly to your KLDX Token
Account. - You must ensure that your KLDX Token Account is used in accordance with these
Terms. You must submit a request or Instruction through the KLDX Platform or
otherwise as stipulated in the KLDX Requirements) in order to carry out transactions
involving your KLDX Token Account (including the transfer or trading of the Tokens). - You must implement all necessary measures to ensure that your KLDX Token
Account is secured. This may include installing the required password(s) or other
credentials necessary to access the same. In the event that any password(s) or other
access credentials are lost, you may lose the Tokens or access to the Tokens. - You acknowledge that your KLDX Token Account and all Tokens stored and
whatsoever transactions which are carried out in your KLDX Token Account, whether
or not these are authorised by you is your sole responsibility. - You acknowledge that any action performed from your KLDX Token Account shall be
treated by KLDX as your action, regardless of whether it has been authorised by you
or not, and you agree to honour and be bound by all activities and transactions
(including orders/requests) undertaken/taking place under your KLDX Token
Account. - You acknowledge that your KLDX Token Account (and any ownership, receipt or
possession thereof) do not carry within them any rights, use, purpose, value,
attributes, functionalities or features, and do not represent or confer any right to
receive future revenue shares, intellectual property rights or any other form of
participation in or relating to us and/or our related corporations other than those
provided for in these Terms. - Unless allowed otherwise by KLDX, you acknowledge that you shall only subscribe,
trade or deal with the Tokens for your own account and may not do so for and on
behalf of any other person. - Unless otherwise specified in the KLDX Requirements, you may only use your KLDX
Token Account for the following purposes and in the manner provided below:- your KLDX Token Account is to be used exclusively to receive or send
Tokens through the KLDX Platform or, for purpose of trading of the
Tokens; and/or - we reserve the right to impose any limits with respect to your KLDX Token
Account. These limits may include the number of Tokens that may be held
in your KLDX Token Account, any limits on the orders and/or requests
that may be made through your KLDX Token Account and on transactions
carried out using your KLDX Token Account.
- your KLDX Token Account is to be used exclusively to receive or send
- Once you have been successfully registered with us, you will be issued a specific
Termination of KLDX Token Account
-
- Where a request is made by you to terminate your KLDX Token Account, we may
carry out such request if there are no Tokens in your KLDX Token Account. - We may, at our discretion, suspend/terminate your KLDX Token Account in the
following circumstances.- where we determine that you have contravened these Terms or other KLDX
Requirements or any applicable laws or regulations; - in the event of your death, bankruptcy, winding up or insolvency (as the case
may be); - where we are required or deem it necessary to comply with applicable laws and
regulations; and/or - where we are no longer licensed, approved, registered (or otherwise exempt
from licensing, approval and/or registration requirements) to carry out our
business/operate the KLDX Platform.
- where we determine that you have contravened these Terms or other KLDX
- We shall notify you of the effective date of suspension (“Suspension Date”), or the
date of termination (“Termination Date”) through the KLDX Platform or such other
means as we may determine. The termination shall take effect with immediate effect
or such time as we may determine. - In the event of a termination by us, you undertake, acknowledge, and accept the
following:- you shall, prior to the Termination Date, on a best effort basis, take the
necessary steps to divest your Tokens, subject to any applicable laws and
regulations as well as the KLDX Requirements; - subject to Paragraph 4.44 (c) below, you will not, on and from the
Termination Date, be able to access and/or use your KLDX Token Account
and/or deal with your Tokens; - in the event that there are balance Tokens in your KLDX Token Account
after the Termination Date, the following shall apply:- you are permitted to transfer your Tokens solely for the purpose of
divesting the balance Tokens; - you grant us the right to transfer your Tokens for and on your behalf
in order to divest the balance Tokens, and you agree and
acknowledge that we are entitled to transfer or divest such balance
Tokens on such terms and to such party as we think fit and that we
shall not be liable for any loss upon the same; and/or - you shall be required to continue to pay to us the relevant fee for the
period from the Termination Date and up to the date on which the
total Tokens balance becomes zero, without pro-rating for any partial
month.
- you are permitted to transfer your Tokens solely for the purpose of
- you shall, prior to the Termination Date, on a best effort basis, take the
- On the Termination Date, you shall remain liable to us and/ or any other person
(including the Issuer or Participants) for any liabilities incurred during the period you
held your KLDX Token Account. - In the event of a suspension by us, you undertake, acknowledge, and accept that on
and from the date of suspension:- you must act in accordance with our directive in relation to any of your
outstanding obligations and any applicable Tokens in your KLDX Token
Account; - all pending (including transfers, trading, or withdrawals) and Subscription
Applications will be cancelled; and - you will not be able to access and/or use your KLDX Token Account and the
Tokens.
- you must act in accordance with our directive in relation to any of your
- Where a request is made by you to terminate your KLDX Token Account, we may
Replacement of KLDX Token Account/Tokens
- We may replace your KLDX Token Account in the event that your password or private
key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible. - We may, at our discretion, but are under no obligation to, issue any replacement
Tokens in the event that any Tokens, password, or private key is lost, stolen,
malfunctioning, destroyed or otherwise inaccessible. - In the event we decide to replace a Token, we shall first validate your identity and if
it is deemed satisfactory by us, will deactivate the Tokens concerned and then
proceed to issue replacement Tokens to your KLDX Token Account.
-
-
SUBSCRIPTION AND TRANSFER OF TOKENS
General
-
- The Tokens are issued by the respective Applicants or Issuers and may only be
stored in KLDX Token Account and used solely on the KLDX Platform in accordance
with these Terms. Save for the trading of the Tokens in accordance with the KLDX
Requirements, the Tokens are not permitted to be stored, listed or traded outside of
the KLDX Platform, and are not intended to be, and shall not be understood, deemed,
interpreted or construed to be or be representative of any kind of currency (including
digital currency), legal tender, money or deposit. - The only rights granted in respect of the Tokens are as expressly set out in these
Terms, the respective White Paper, the Token Documents and subject to any
applicable laws, limitations and conditions set forth in these Terms and the KLDX
Requirements. - The provisions in this Paragraph 5 sets out the procedure for the issuance of the
Tokens by an Applicant or Issuer and also your subscription of the Tokens, where
applicable. These Terms must be read together with the respective White Paper, the
Token Documents and subject to any applicable laws, limitations and conditions set forth herein and the KLDX Requirements. In the event there are any conflicts between
the respective agreements/documents as mentioned above with these Terms, the
provisions of these Terms shall prevail.
- The Tokens are issued by the respective Applicants or Issuers and may only be
Terms and Procedures for the Subscription of the Tokens
-
- An Applicant or Issuer who intends to issue and list Tokens is subject and must
comply with the Listing Rules, in addition to the KLDX Requirements. - Unless the Applicant or Issuer specifies otherwise in the White Paper, the
Constitution of the Issuer (where applicable), the Token Documents, the process for
the issuance of the Tokens will be carried out on the KLDX Platform as set out below. - Upon the Applicant or Issuer obtaining the approval from us:
- the White Paper will be published on the KLDX Platform together with any
other documents/agreements relating to the offering; - if you intend to subscribe for the Tokens, you shall, within the offering period
or such other period as may be specified by KLDX, submit a Subscription
Application to KLDX through the KLDX Platform. The Subscription
Application is received by KLDX on behalf of the Applicant or Issuer; and - the Subscription Application must state, amongst others, the quantity of
Tokens you intend to subscribe. - Upon expiry of the Cooling-Off Period, the Subscription Application will be
deemed to be irrevocable and unconditional, and you may not cancel or
amend the Subscription Application thereafter. - Payment for the Subscription Application will be done through existing
funds in the KLDX Cash Account or a top up through the available channels.
All monies must be available in your respective KLDX Cash Account prior
to submission of the Subscription Application otherwise the Subscription
Application will be deemed null, and void and you shall fully indemnify
KLDX for all cost, expenses, claims, charges, losses, liabilities, and
damages due to such failure to pay or insufficient funds in your KLDX Cash
Account.
- the White Paper will be published on the KLDX Platform together with any
- You confirm that you have personal knowledge of the details of every Subscription
Application placed through your KLDX Cash Account including the subscription price,
quantity of Tokens intended to be subscribed, and any other information which may
be entered or otherwise provided through the KLDX Platform. You must ensure
accuracy and completeness of all information provided in the Subscription
Application. - Your Subscription Application shall be deemed to be an offer by you subject to the
provisions in the Token Documents. - The Applicant or Issuer shall at its own discretion accept your offer in whole or in part,
and any such acceptance shall constitute a binding agreement between you and the
Applicant or Issuer for the subscription of the Tokens. For the avoidance of doubt,
the subscription of the Tokens is between you and the Applicant or Issuer only and
the applicable Token Documents shall constitute an agreement entered into directly
and only between you and the relevant Applicant or Issuer. The Applicant or Issuer
shall be the sole entity liable to you (if any). - In the case of the Proposed IEO, once the offering period has ended, a Cooling-Off
Period will commence (subject to meeting the minimum subscription amount). The
Proposed IEO is deemed successful if the minimum subscription amount is still met
at the end of the Cooling-Off Period. Upon closing of the offering period or in the case
of the Proposed IEO, expiry of the Cooling-Off Period, the following shall apply:If the Applicant or Issuer accepts the Subscription Application: within three (3)
Business Days after the expiry of the Cooling-Off Period:-
- the Tokens will be credited to your KLDX Token Account and recorded on the
blockchain, and the earmarked subscription monies will be debited from your
KLDX Cash Account and the Tokens shall be deemed to be issued to you;
and - KLDX clearing account will be credited with your payment from your KLDX
Cash Account pending to be released to the Applicant or Issuer’s Designated
Bank Account.
- the Tokens will be credited to your KLDX Token Account and recorded on the
If the Issuer rejects the Subscription Application: your KLDX Token Account
will not be credited with any Tokens and your earmarked subscription monies shall
be released to your KLDX Cash Account within three (3) Business Day of the
closing of the offering period or in the case of the Proposed IEO, from expiry of the
Cooling-Off Period -
- You are to refer to the Token Documents for the terms and conditions relating to
the Tokens. - You acknowledge and warrant that in subscribing, holding or by otherwise using
any Tokens, you have not relied on any term, condition, warranty, undertaking,
inducement or representation made by or on behalf of the Applicant or Issuer
which has not been stated expressly in the relevant Token Documents or upon
any descriptions or illustrations or specifications contained in any document
including any material produced by either KLDX, the Applicant or Issuer. - Save as set out in these Terms and in the Token Documents, the Tokens and any
purchase, ownership, receipt or possession thereof carry no other rights, use,
purpose, value, attributes, functionalities or features, and do not provide a share
in, stake or any other equivalent rights, or any right to receive future revenue,
shares, intellectual property rights or any other form of participation in or relating
to KLDX and/or its related corporations and/or the Applicant or Issuer. - The relevant terms and conditions imposed by the Applicant or Issuer in the Token
Documents are subject to the provisions, limitations and conditions under
applicable laws and the KLDX Requirements. - Tokens are not permitted to be withdrawn from your KLDX Token Account, save
as permitted under these Terms. - The validity and expiry of the Tokens shall be as set out in the applicable Token
Documents and subject to any applicable laws and regulations and the KLDX
Requirements. - We shall not be liable for any losses suffered or incurred by you and/or any third
party arising out of or in connection with any act, inaction, omission, fraud,
negligence or insolvency of any Issuer, including any breach or failure by the
Applicant, Issuer or any party to comply with the applicable Tokens terms and
conditions or the Token Documents. - We are not responsible for ensuring and/or do not warrant that the Applicants or
Issuers shall comply or have complied with the Listing Rules, KLDX Requirements,
the applicable Tokens terms and conditions and/or the Token Documents. - KLDX does not make any representation, either express or implied, warranty or
endorsement and shall not be liable in any way for any of the following matters:- the quality, reliability, safety, legality, quantity or merits of investing in the
Tokens, the description of the Applicant or Issuer, Tokens and the assets
represented by the Tokens (as the case may be); and - the accuracy, authenticity or validity of any document or instrument given,
issued, delivered, submitted or lodged by any Applicant or Issuer at any time.
- the quality, reliability, safety, legality, quantity or merits of investing in the
- An Applicant or Issuer who intends to issue and list Tokens is subject and must
Tradability, Transferability and Transmission of the Tokens
- You acknowledge that the tradability of the Tokens shall remain subject to the
terms and conditions of the relevant trading platform which will be selected to
administer the trading of the Tokens (“Trading Platform”). - You acknowledge that subject to the relevant terms and conditions to be issued
by KLDX and the Token Documents, apart from the trading of the Tokens on the
Trading Platform, the Tokens may be transferred or transmitted in the following
manner:- transferred to the family members of the Tokenholders, namely the spouse,
parent or child (including adopted child) who must be Participants on the
KLDX Platform; or - transmitted to a person by operation of law who must be a Participant on the
KLDX Platform and in case of the death of a Tokenholder, the only persons
recognised as having any title to the interest of the deceased is the legal
personal representatives of the Tokenholder.
- transferred to the family members of the Tokenholders, namely the spouse,
-
-
NOMINEE
Appointment of KLDX Nominee
-
- You agree to the appointment of KLDX Nominee as your nominee with respect to
the underlying products (including Shares and the Investment Notes), subject to
provision in these Terms. - You acknowledge and agree that:
- With regard to the Shares:
- the Shares shall be registered and held by KLDX Nominee as your nominee and “bare trustee”;
- KLDX Nominee has no beneficial interest in the Shares except in its
capacity as your nominee; - the beneficial interest to the Shares shall be held by you;
- the relationship between KLDX Nominee and you shall be that of
principal and nominee only and there is no intention to create a
relationship of partnership or agency; - for KLDX Nominee to generally, act on and give effect to your
Instructions and to carry out and/or perform any or all actions
whatsoever which you may have the power to do, carry out or perform
in relation to the Shares (save for those set out in the Token
Documents to be carried out and/or performed directly by the
Tokenholders) including without limitation executing all necessary
documents and/or forms issued by or required by applicable laws and
regulations; and - for KLDX Nominee to declare you as the beneficial owner of the
Shares where such declaration of ownership is required including for
registration/filing with the Companies Commission of Malaysia or
other authorities; and
- With regard to the Investment Notes:
- the global certificate(s) in respect of the Investment Notes shall be held
by KLDX Nominee as “bare trustee”; - KLDX Nominee has no beneficial interest in the Investment Notes or
the global certificate(s) except in its capacity as “bare trustee”; - the beneficial interest to the global certificate(s) and the Investment
Notes represented thereby are held by you.
- the global certificate(s) in respect of the Investment Notes shall be held
- With regard to the Shares:
- You acknowledge that KLDX Nominee has like duties to the other Participants on
whose behalf KLDX Nominee holds the Shares and the global certificate(s) in
respect of the Investment Notes and in determining whether its actions are in the
best interests of the Participants, KLDX Nominee shall be entitled to regard an
action as in the best interests of the Participants if it regards it as being in the best
interests of the Participants and such other Participants as a group. - You acknowledge that where the underlying asset are shares and Investment
Notes, the Tokens represent an interest in the Shares and the Investment Notes
and you, being holder of the Tokens, will be entitled to the rights, privileges and
subject to the obligations under the Tokens as set out in the Token Documents.
- You agree to the appointment of KLDX Nominee as your nominee with respect to
Liability and Indemnity
-
- KLDX Nominee shall not be liable to you or any third party, and hereby disclaims,
for:- any losses or damages resulting from or related to actions taken or omitted
to be taken by KLDX Nominee in connection with matters contemplated in
this Paragraph 6 except to the extent that such losses are the direct result of
fraud on the part of KLDX Nominee as determined by a final judgement of a
court with jurisdiction; and - any indirect, consequential, special or punitive loss, damage, cost or
expense, unforeseeable losses or damages, loss of profit, loss of business,
loss of reputation, depletion of goodwill or loss, damage or corruption of data.
- any losses or damages resulting from or related to actions taken or omitted
- Without prejudice to Paragraph 6.5 above, in no event shall KLDX Nominee be
liable to you or any third party for more than the total amount invested by you in
the Tokens that are affected. - You shall fully indemnify KLDX Nominee and/or its related corporations from and
against any and/or all claims, charges, actions, proceedings, losses, liabilities,
damages, expenses and demands (including, but not limited to fees and expenses
in connection with the investigation of, preparation for, or defence of, any inquiry,
inspection or investigation or any pending or threatened litigation or proceedings)
which KLDX Nominee and/or its related corporations may incur or suffer in any
jurisdiction including but not limited to those losses incurred as a result of any
proceedings or actions brought against them by any regulators and/or authorities,
and which in any case are directly or indirectly occasioned by or result from or are
attributable to anything done or omitted in relation to or arising from or in
connection with this Paragraph 6, this appointment and/or resignation or
termination in relation thereto.
- KLDX Nominee shall not be liable to you or any third party, and hereby disclaims,
Term, Termination and Replacement of KLDX Nominee
-
- The appointment of KLDX Nominee shall be effective on the Completion Date and
shall continue unless terminated by KLDX Nominee as and when (a) the Tokens
are delisted from the KLDX Platform; or (b) if KLDX Nominee becomes insolvent,
or files a voluntary petition in winding up, or has filed for an involuntary petition in
winding up.
- The appointment of KLDX Nominee shall be effective on the Completion Date and
Release of Shares
- Upon the termination of KLDX Nominee, the following shall apply, as determined
by KLDX Nominee:- If a new nominee is appointed, KLDX Nominee may, as soon as reasonably
practicable, transfer legal ownership of your Shares to the new nominee; or - KLDX Nominee may, as soon as reasonably practicable, transfer legal
ownership of some or all of your Shares to you or, where relevant, your estate
or nominee.
- If a new nominee is appointed, KLDX Nominee may, as soon as reasonably
- In the event that KLDX exercises its right under Paragraph 6.9, all applicable stamp
duty required to effect the transfer of the ownership shall be borne solely by the
recipient of the Shares. - You agree and acknowledge that, in the event that KLDX exercises its right under
Paragraph 6.9 (b) above, you will become the legal, in addition to beneficial, owner
of such Shares and KLDX Nominee’s obligations as nominee under this Paragraph
6 shall terminate. - In furtherance to the transfer of the Shares pursuant to Paragraph 6.9 above, you
undertake to cooperate, execute and complete, all such other documents, acts and
things (if any) as KLDX Nominee may reasonably require of you (together with the
Issuer) to perfect your right and interest and to the extent applicable, title, in the
Shares (“Undertaking”). You shall further be responsible for all the reasonable
costs and expenses that may be incurred by KLDX Nominee to enforce the
performance by you and the Issuer of the abovesaid Undertaking should you or the
Issuer fail, refuse, neglect or omit to perform the said Undertaking.
-
-
DELISTING
- An Issuer intending to carry out or who is subject to any of the following must do
so in accordance with the Listing Rules:- carry out a voluntary delisting from the KLDX Platform; or
- is delisted (i.e. an involuntary delisting) from the KLDX Platform
- For any proposal involving the voluntary delisting of the Tokens:
- KLDX must approve the announcement by the Issuer for the intended
Token delisting; - the approval of the Tokenholders representing seventy-five percent (75%)
of the total amount of Tokens held by all Tokenholders present and voting
has been obtained; - it must involve a scenario where the Tokenholders are offered a token
buy-back or other reasonable alternative; and - it must comply with any additional conditions imposed by KLDX.
- KLDX must approve the announcement by the Issuer for the intended
- Where applicable, the Issuer shall be responsible to ensure that it has sufficient
funds in its KLDX Cash Account to fund the token buy back and has met all other
applicable requirements. Upon confirmation of the same in writing to KLDX, the
Issuer shall announce to the Participants the token delisting date through the
KLDX Platform. - On the token delisting date, the following steps will be taken by KLDX,
instantaneously and simultaneously:- KLDX will deactivate the applicable number of Tokens on the blockchain;
- your KLDX Token Account containing the number of Tokens to be delisted
will be debited with the relevant number of Tokens so that the total Token
balance becomes zero with respect to those Tokens. - where applicable, your KLDX Cash Account will be credited with the
equivalent amount of funds (in accordance with the token buy back); and - where applicable, the Issuer’s KLDX Cash Account will be debited with the
amount required to fund the token buy back and the Issuer’s KLDX Token
Account will be updated to reflect the same.
- The provisions in Paragraph 7.1 to 7.5 shall not apply to redemption of Investment
Note Tokens.
- An Issuer intending to carry out or who is subject to any of the following must do
-
LIEN AND RIGHTS OF SET-OFF
- You grant us a general lien over the cash in your KLDX Cash Account and Tokens
in your KLDX Token Account in respect of all sums due and payable to us or our
related corporations by you (whether actual, contingent, present or future) under
these Terms or other KLDX Requirements. This lien operates in addition to any
lien, rights of set-off and any other rights to which we may be entitled under any
applicable law. - Notwithstanding any other provision of these Terms or other KLDX Requirements,
and without prejudice to any rights which we may have otherwise than under the Terms, or the KLDX Requirements, we shall not be required to act on Instructions
(including the delivery of any Tokens to any person) and may withhold redelivery
to you of any or all Tokens unless all the amounts due and owing to us have been
fully settled. - We are entitled to appropriate, sell, transfer or assign or otherwise realise the
value of all or any part of the Tokens in such manner and at such price as we may
deem necessary and shall not be responsible for any losses you may suffer as a
result and to apply the net proceeds thereof in or towards payment or discharge
of any of your obligations described in this Paragraph 8. This right is granted
without prejudice to any other right or remedy which we or our related corporations
may or otherwise have under these Terms or other KLDX Requirements or under
any applicable law or regulation. - We shall have the right at any time, upon notice to you through the KLDX Platform,
to set off any payment obligation owed to us or our related corporations by you
under these Terms or other KLDX Requirements against any payment obligation
(whether actual, contingent, present or future) owed by us to you regardless of the
place of payment or currency of either obligation (and for such purpose may make
any currency conversion necessary at current market rates as determined by us
at our sole discretion) whether or not relating to or arising under these Terms, or
the KLDX Requirements.
- You grant us a general lien over the cash in your KLDX Cash Account and Tokens
-
RISK DISCLOSURE STATEMENT/ACKNOWLEDGMENT
- You should carefully consider whether investments in the Tokens and/or through
the KLDX Platform is appropriate for you in light of your experience, objectives,
financial resources and other relevant circumstances. - Prior to investing in the Tokens and/or through the KLDX Platform, you should
consult your own legal, regulatory, tax, financial and/or accounting advisors or
such other professional advisors to the extent you consider it necessary and
appropriate and make your own investment decisions (including decisions
regarding the suitability of the investment) based upon your own judgment and
advice from those advisors you consider necessary.Any loss resulting from you investing in the Tokens is not covered by the Capital Market Compensation Fund.
- Below is a list of risks that you should consider before making any investment in
the Tokens and/or through the KLDX Platform. However, the list is not intended to
be fully inclusive of all relevant risks that may occur. This risk statement is not and
are not intended to be a complete list of all the risks and considerations relevant
to any investments in the Tokens and/or through the KLDX Platform. - For risks relating to the specific Token offerings, please refer to the section on “Risk Factors” in the respective White Paper.
General Risk
-
- KLDX Platform being a new platform: The Tokens will be issued on the
KLDX Platform. Although the KLDX Platform is registered with the
Securities Commission Malaysia, it is a relatively new alternative platform/
market that is designed primarily for the initial listing of Tokens. As KLDX
Platform is a relatively new platform/market, there is no track record on the
KLDX Platform and there is also no equivalent platform in Malaysia with a
long-term operation which KLDX Platform can be benchmarked against. - risks arising from no governance rights: The Tokens do not confer, to
the Investors, any governance rights of any kind with respect to the KLDX
Platform. Accordingly, decisions involving the KLDX Platform will be made
by Kapital DX Sdn Bhd.The Tokens may or may not confer, to the Investors, any governance rights
with respect to the Issuers. Accordingly, where the Tokens do not confer
governance rights, then the decisions involving the Issuer will be made by
the Issuer. These decisions could adversely affect the value, utility, liquidity
and other aspects of the Tokens. - risk associated with investment: Some Tokens may be more complex
instruments and may not be suitable for all Investors. In addition, the
investment activities of certain Investors, in their respective countries, may
be subject to legal investment laws and regulations, or review or regulation
by certain authoritiesYou must determine the suitability of this investment in light of your own
circumstances. Furthermore, you should:- have sufficient knowledge and experience to make a meaningful
evaluation of the investment, the merits and the risks of investing in
the Tokens and the information contained or incorporated by
reference in the White Paper; - have access to, and knowledge of, appropriate analytical tools to
evaluate, in the context of its particular financial situation, an
investment in the Tokens and the impact the Tokens will have on its
overall investment portfolio; and - have sufficient financial resources and liquidity to bear all the risks
of an investment in the Tokens.
- have sufficient knowledge and experience to make a meaningful
- risk associated with the blockchain
- the Tokens are based on the blockchain, which is a public, Ethereumbased blockchain. Any malfunction, flaw, or breakdown of this
blockchain may have a material adverse effect on the Tokens.Furthermore, developments in cryptographic technologies and
techniques or changes in consensus protocol or algorithms could
present risks to the Tokens, including by rendering ineffective the
cryptographic consensus mechanism that underpins the blockchain. - risk of Ethereum mining attacks: The blockchain is susceptible to
mining attacks, including double-spend attacks, majority mining
power attacks, “selfish-mining” attacks, and race condition attacks.
Any successful attacks present a risk to the Tokens, including proper
execution and sequencing of transactions involving the Tokens. - risk of theft: The blockchain may be exposed to attacks by hackers or
other individuals that could result in theft or loss of the Tokens.
- the Tokens are based on the blockchain, which is a public, Ethereumbased blockchain. Any malfunction, flaw, or breakdown of this
- risk associated with technology and internet: There are inherent defects
in electronic distribution and data transmission over the internet which may
result in delays, omissions, transmission blackouts, interruptions, breaches
of security, corruption, unavailability of access in connection with or
inaccuracies in the KLDX Platform or any associated mobile applications,
website, or APIs, KLDX Materials, the Tokens, KLDX Account, KLDX Cash
Account and/or KLDX Wallet Account. In addition, it is also subject to the
risk of malicious software and other computer viruses with destructive
features such as computer worms, Trojan horses or spyware. - risk associated with system, server or connection failure and
maintenance: The periodic maintenance, whether scheduled or otherwise,
any system, server or connection failure, error, omission, interruption,
deletion of files or email, interception or delay in transmission or computer
virus or other malicious, destructive or corrupting code, agent, program or
macros may cause access to the KLDX Platform to be halted or interrupted. - risk associated with token storage mechanisms: The monies in your
KLDX Cash Account and the Tokens in your KLDX Wallet Account may
only be accessed with a password. You are responsible for implementing
all reasonable and appropriate measures for securing your password. - risk of hacking and security weaknesses: The Tokens may be targeted
by hackers or malicious groups or organisations who may attempt to
interfere with the Tokens or steal monies in the KLDX Account or the
Tokens in various ways, including malware attacks, distributed denial of
service, consensus-based attacks, sybil attacks, phishing, smurfing and
hacking. - risk of loss on investments – There is a risk that you may sustain a
complete loss of your investment in the Tokens. - lack of liquidity – There may be lack of liquidity or demand for the Tokens
on the secondary market. - risk of price fluctuations: The value of the Tokens, as with any other
asset can increase or decrease and there is a risk of you losing money
through buying, selling or holding these Tokens, due to factors outside the
control of Kapital DX Sdn Bhd. - risks associated with taxation: The tax treatment and accounting of the
Tokens is uncertain and may vary amongst jurisdictions.You are advised to seek independent advice in connection with
investment of the Tokens.
- KLDX Platform being a new platform: The Tokens will be issued on the
Risk relating to Equities Instruments
-
-
- There will be all risk associated with equities instruments. If such
investments are on equity products and this includes situations where you
may not receive a dividend, your tokenholdings could be significantly diluted
if new Tokens are issued and your interest may be subordinated to the rights
of the creditors, other shareholders or other parties that may have interest
in the relevant company. - Transfers of interest in the equity products will be effected through the
records maintained by the KLDX Platform and in accordance with the
procedures and rules of the KLDX Platform and other applicable laws and
regulations. The KLDX Platform will credit the Tokenholders’ beneficial
interests in the equity products to the account of such Tokenholders in
accordance with the procedures and rules of the KLDX Platform. There is
no guarantee that the transfers will be made in time or successfully if there
are technical issues arising from KLDX Platform or non-compliances by the
transferor and transferee with the procedures and rules of the KLDX
Platform and other applicable laws and regulations.
- There will be all risk associated with equities instruments. If such
-
Risks relating to Debt Instruments
-
-
- The Notes will be represented by Global Certificate(s) and Token(s) and
holders of a beneficial interest in the Global Certificate(s) and the Digital
Token(s) must rely on the procedures of the KLDX Platform.Transfers of interest in the Investment Notes will be effected through the
records maintained by the KLDX Platform and in accordance with the
procedures and rules of the KLDX Platform and other applicable laws and
regulations. The KLDX Platform will credit the respective nominal value of
the Tokenholders’ beneficial interests in the Investment Notes to the account
of such Tokenholders in accordance with the procedures and rules of the
KLDX Platform. There is no guarantee that the transfers will be made in time
or successfully if there are technical issues arising from KLDX Platform or
non-compliances by the transferor and transferee with the procedures and
rules of the KLDX Platform, the restrictions of the Investment Notes and
other applicable laws and regulations. - The payment obligation under the Notes is that of the Issuer and the Issuer
alone and where security is provided the value of the security in the event of default. There is no guarantee that the Issuer will be able to pay
coupons/interest and redeem the Notes at maturity and the ability of the
Issuer to pay coupons/interest and redeem the Notes at maturity is
dependent on the financial performance of the Issuer which may be affected
by economic, political and/or other factors.
- The Notes will be represented by Global Certificate(s) and Token(s) and
-
Risk relating to Fund Investment
-
- An investment in a fund is susceptible to general decline in financial markets,
due to economic, political and/or other factors, which will result in a decline
in the fund’s net asset value. There is no guarantee that the funds will make
any returns and the performance of the funds is solely reliant on the
investments made by the funds which may be affected by economic, political
and/or other factors.
- An investment in a fund is susceptible to general decline in financial markets,
-
- You should carefully consider whether investments in the Tokens and/or through
-
TAX ADVICE
- You will seek your own independent advice on the application of taxes in relation
to any transactions on the KLDX Platform, including (i) sales and services tax,
stamp duty, and similar taxes; (ii) withholding, collecting, reporting and remitting
the correct taxes to the appropriate tax authorities; and - We shall not be responsible for and are under no obligation to provide you with
any tax advice in relation to any transactions on the KLDX Platform and shall not
under any obligation or responsibility to provide any services, assistance or
supports in relation to withholding, collecting, reporting or remitting any taxes
arising from any transactions on the KLDX Platform.
- You will seek your own independent advice on the application of taxes in relation
-
DISCLAIMER
- The KLDX Account, KLDX Platform and KLDX Materials are made available on an
“as is” and “as available” basis, and at your sole risk. - We assume no responsibility and makes no representation or warranty of any kind,
implied, express or statutory, including any warranties: (i) of title, non-infringement
of third party rights, merchantability, satisfactory quality or fitness for a particular
purpose of the KLDX Account, KLDX Platform, KLDX Materials and/or Tokens (ii)
on the accuracy, timeliness, adequacy, reliability or completeness of the KLDX
Account, KLDX Platform, KLDX Materials and/or Tokens; (iii) that the purchase
and/or use of the Tokens will be uninterrupted, secure or free from errors or
omissions, or that any identified defect will be corrected; (iv) that the KLDX
Account, KLDX Platform, KLDX Materials and/or Tokens will meet the
requirements of any persons or are free from any computer virus or other
malicious, destructive or corrupting code, agent, program or macros; (v) on the
security of any information transmitted by or to Participants through the KLDX
Account, KLDX Platform, KLDX Materials and/or Tokens or in relation to the KLDX
Account, KLDX Platform, KLDX Materials and/or Tokens or that there would be no
delay, interruption or interception in data transmission. - You accept the risk that any information transmitted or received through the KLDX
Platform, KLDX Account may be accessed by unauthorised third parties, and that
transactions over the internet may be subject to interruption, transmission
blackout, delayed transmission due to internet traffic or incorrect data transmission
due to the public nature of the Internet. Regardless of any security measures taken
by us, we shall assume no responsibility whatsoever for any loss or expense
resulting from such delays, interruptions and/or interceptions. - Under no circumstances does any material, information, view, opinion, projection,
or estimate provided through the KLDX Account, KLDX Platform and/or KLDX
Materials or by any of the employees, agents, advisers, representatives of KLDX
and/or its related corporations, constitute advice, whether investment, financial,
tax, legal or other professional advice. The aforesaid is provided on a general
basis and is not to be relied on by you as advice. Accordingly, no warranty
whatsoever is given by KLDX and/or its related corporations and no liability
whatsoever is accepted by KLDX for any loss arising whether directly or indirectly
as a result of you acting on any materials, information, view, opinion, projection,
or estimate provided in the KLDX Platform and/or the KLDX Materials. - We provide no warranty that we have considered the specific investment
objectives, financial situation and particular needs of any specific person. You are
solely responsible for any investment decision relating to the products offered on
the KLDX Platform and your decision must take into account your own risk
tolerance and financial circumstances. You should seek your own independent
financial, legal, regulatory, tax or other advice before making an investment in the
investments or products. If you decide not to seek advice from a relevant adviser,
you should carefully consider whether the investment or product is suitable for you,
based on your financial circumstances, background, experience, knowledge, and
other resources. - We operate the KLDX Platform from Malaysia and do not make any representation
that the services, materials, or information provided on or through the KLDX
Account and KLDX Platform meet the regulatory requirements of any other
jurisdiction.If you use and/or access any of these services from any other location, you
are responsible for compliance with applicable local laws.
- The KLDX Account, KLDX Platform and KLDX Materials are made available on an
-
LIMITATION OF LIABILITY
- In no event shall KLDX and its related corporations/affiliates and/or its respective
directors, shareholders, employees, partners, representatives and/or agents
(collectively, “KLDX Affiliates”) be liable to you or any other person for any direct,
indirect, incidental, special, exemplary, consequential or punitive damages or
economic loss or any claims for loss of profits, loss of revenue, loss of business,
loss of opportunity, loss of data, or loss of use, or any other type of loss, liabilities,
damages, costs or expenses (including any) whatsoever or howsoever caused
(regardless of the form of action) arising directly or indirectly from or in connection with the KLDX Account, KLDX Platform, the blockchain and/or KLDX Materials
including and without limitation any damages or loss caused by any of the
following:- use of, inability to use, misuse or any access of the KLDX Account, KLDX
Platform, Tokens and the blockchain or your reliance on the same
including, without limitation, any damages caused by or resulting from any
reliance upon any information received from us; - any system, server or connection failure, error, omission, interruption,
deletion of files or email, interception or delay in transmission or computer
virus or other malicious, destructive or corrupting code, agent, program or
macros; - any use of and/or access to any third-party websites linked to or provided
through the KLDX Platform; - any services, products, information, data, software, or other material
obtained or downloaded from the KLDX Platform and/or KLDX Materials or
from any third-party websites linked to or provided through the KLDX
Platform; - any other damages or loss caused by any other failure of performance
whether or not resulting from a force majeure event, theft, destruction or
unauthorised access to our records, programmes, or services; - any breach of or delay or failure to comply with these Terms by any KLDX,
KLDX Affiliates, or any of the Participants, Applicants or Issuers, any action
taken by, or any inaction of, any of KLDX, KLDX Affiliates, or any of the
Participants, Applicants, or Issuers in connection with these Terms or any
applicable law; - any claim made by you on the basis of these Terms;
- any negligent act or omission or wilful default, misconduct or fraud or
unlawful act of any Participant, Applicant or Issuer and any negligent act
or omission of any Indemnitee; - any breach of any warranty or representation made by any person in any
of these Terms; - any suspension, interruption, or closure of the KLDX Platform and/or KLDX
Account, - the exercise or non-exercise by KLDX and/or any of its representatives and
any KLDX Agent of any decision-making power or discretion; - any determination, decision or ruling of KLDX and any of its representatives
and/or committees established, or persons appointed by KLDX; - any failure, error, omission, or negligence of KLDX and/or any of its
representatives (including the malfunction of KLDX Platform, the
blockchain, KLDX Account and/or Tokens); - any Participant or Issuer’s use, misuse, or inability to use the KLDX
Platform, KLDX Account and /or Tokens; - any technical, system, server or connection failure, error, omission,
interruption, delay in transmission, computer virus or other malicious,
destructive, or corrupting code, agent program or macros; - any Participant or Issuer’s failure to implement reasonable measures to
secure its KLDX Account, or the relevant access credentials or any loss of
or unauthorised use of any access credentials; - any technical and/or system failure of a KLDX Account, KLDX Platform, the
blockchain or any other system set up or utilised by KLDX; - any claim by any third party against KLDX and any of the KLDX Agents
arising from the circumstances specified in any of the sub-clauses above; - Any claim by any third party against you arising from the circumstances
specified in any of the sub-clauses above; and - any and all economic loss, loss of profits, fall in the price of Tokens,
equitable compensation, loss of business, or any other direct, indirect, or
consequential losses whatsoever and howsoever caused (including
whether or not resulting from any negligence on the part of any Indemnitee)
which arise out of or in connection with these Terms.
- use of, inability to use, misuse or any access of the KLDX Account, KLDX
- In no event shall KLDX and its related corporations/affiliates and/or its respective
-
ACKNOWLEDGMENT AND WARRANTIES
- You agree and acknowledge that:
- you have carefully reviewed and understood the provisions of these Terms and
(in the case of a Participant) the applicable Token Documents and terms in
relation to the Tokens, and have the full power, authority and capacity to comply
with such provisions; - you have sufficient understanding of technical and business matters (including
those that relate to the KLDX Platform), cryptographic tokens, token storage
mechanisms (such as token wallets), and blockchain technology to understand
these Terms, the KLDX Requirements and to appreciate the risks associated
with and implications of dealing with and/or performing any actions in connection with the KLDX Cash Account, KLDX Platform, KLDX Token
Account , KLDX Materials and/or Tokens; - you are solely responsible for maintaining sufficient and immediately available
monies in your KLDX Cash Account or Tokens in your KLDX Token Account
for the purpose of any Proposed Actions including paying any fees due to KLDX
and/or carrying on any permitted activities on the KLDX Platform, and
acknowledges that insufficient balance may result in you not being able to
proceed with an order/request/action; - nothing contained herein or in the KLDX Requirements should be construed as
granting, by implication, estoppel or otherwise, any licence or right for the KLDX
Cash Account, KLDX Platform, KLDX Token Account, KLDX Materials and/or
Tokens to be used for illegal, unlawful, fraudulent, unethical, or unauthorised
purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical
or unauthorised activities; - you shall not engage in and/or use or otherwise deal with the KLDX Cash
Account, KLDX Platform, KLDX Token Account, KLDX Materials and/or
Tokens, whether directly or indirectly, in a way that will result in KLDX or KLDX
Platform being in breach or non-compliance with applicable laws or otherwise
be detrimental to the interests, integrity and reputation of KLDX or KLDX
Platform; - in relation to the services provided by KLDX in connection with the KLDX
Platform:- authorisations: you authorise KLDX to perform the services in the
manner described in these Terms and the KLDX Requirements,
including minting of tokens, conducting settlements via smart contracts
and debiting and crediting the relevant KLDX Cash Accounts and KLDX
Token Accounts; - conclusiveness: you agree and acknowledge that any records created
and maintained by KLDX of the communications, transactions,
instructions or operations made or performed, processed or effected
through the KLDX Cash Account, KLDX Platform, KLDX Token Account
or in relation to KLDX Cash Account, KLDX Platform, KLDX Token
Account and/or Tokens by you or any person purporting to be you,
acting on your behalf or purportedly acting on your behalf, with or
without your consent, shall be binding on you for all purposes
whatsoever and shall be conclusive evidence of such communications,
transactions, instructions or operations. - No duty to enquire: You agree and acknowledge that KLDX shall not be
under any duty to enquire into, investigate or ascertain whether any
instruction, request or transaction is authentic, legal, valid or
enforceable (as the case may be), whether any transaction or the
underlying contract connected with such transaction is void or voidable, or whether any transaction is permitted under the applicable Token
Documents. We shall be entitled to assume that all instruction, request
or transaction are authentic, legal, valid and enforceable (as the case
may be), that all transactions and the underlying contracts connected
with such transactions are not void or voidable, and that all transactions
are permitted under the relevant Token Documents and we shall be
under no duty to reject, reverse, adjust or modify any instruction,
request or transaction by reason that it was not legal, valid or
enforceable, that any transaction or the underlying contract connected
with such transaction is void or voidable, or that any transaction is not
permissible under the relevant Token Documents.Notwithstanding the foregoing, where we seek verification, confirmation
or clarification of any instruction, request or transaction received, we
shall not be liable to you for any losses whatsoever in relation to any
delay resulting from us seeking verification, confirmation, or clarification
or from any refusal to act where we do not receive, in our sole discretion
satisfactory confirmation or clarification of such instruction, request or
transaction; and - actual or purported use or access, instructions or communications:
Without prejudice to the generality of the relevant provisions in these
Terms, you agree and acknowledge that any use or purported use of or
access to or purported access to the KLDX Cash Account, KLDX
Platform, KLDX Token Account, KLDX Materials and/or Tokens and
any information, data, instructions or communications, whether or not
authorised by you, shall be binding upon you and deemed to be: (i) use
of or access to the KLDX Cash Account, KLDX Platform, KLDX Token
Account, KLDX Materials and/or Tokens by you; referable to the
relevant Username and Password and/or (ii) information, data,
instructions or communications transmitted and validly issued by you.
KLDX shall be entitled (but not obliged) to act upon, rely on and/or hold
you solely responsible and liable in respect thereof as if the same were
carried out, transmitted, or validly issued by you;
- authorisations: you authorise KLDX to perform the services in the
- in relation to electronic communications through third-party messaging services
or platforms:- electronic communications using third-party messaging services or
platforms may not be secure, virus-free or successfully delivered to their
intended recipient. If you communicate with us using third-party
messaging services or platforms, you shall assume all risks that such
communications between you and us may be intercepted, not received,
delayed, corrupted, or received by persons other than the intended
recipient; - that all communications using third-party messaging services or
platforms are subject to the terms of service, privacy policy and other terms (“Third-party Messaging Terms”) relating to the relevant thirdparty messaging service or platform.your user information and messages may be retained by the relevant
third-party messaging service or platform or disclosed by the relevant
third-party messaging service or platform to other parties (including an
affiliate company within the third-party messaging service or platform’s
group, a government authority or law enforcement agency) in
accordance with the Third-party Messaging Terms. Such information
may be subject to foreign laws and regulations different from your home
location; - we shall not be liable for any of the following:
- the content, data, security, operation, use, accuracy, or
completeness of any third-party messaging communication. In
particular, you acknowledge and agree to be aware that the
content, data, and information shared by us or by a
Participant/Issuer using third-party messaging services or
platforms may not be encrypted or secure; - the ownership or right of use of any licensor of any software
provided using any third-party messaging service or platform; - any failure or problem that affects the products or services of
any third-party service or platform, for example any
telecommunication service provider, mobile network operator,
internet service provider, electricity supplier, local or other
authority; and - any loss or damage you may suffer because someone gained
access to your device or third-party messaging service or
platform account illegally or without permission; - we shall not be liable for any losses, damages, claims,
demands, awards, penalties, expenses, proceedings, or actions
you may suffer or incur as a result of your use of third-party
messaging services or platforms; - you shall read and understand all Third-party Messaging Terms
when you register for and utilises such third-party messaging
service or platform. You shall indemnify us for any loss that we
may suffer if you breach any of the Third-party Messaging
Terms. We do not give any undertaking in relation to or
guarantee the quality of any third-party messaging service or
platform or that it is suitable for its purpose; and - we may record and retain any and all data, content, and other
information you and your authorised representatives
communicate with us using third-party messaging services or platforms (“Records”). You shall not at any time require us to
destroy any Records.You acknowledge and agree that communications through thirdparty messaging services or platforms may be monitored in
accordance with applicable law and regulation; and
- the content, data, security, operation, use, accuracy, or
- electronic communications using third-party messaging services or
- we owe no fiduciary or other obligations to you in relation to your investment
decisions to hold, subscribe, transfer, buy or sell any Tokens, and in particular
we are not making any recommendations to you or advising you on the
suitability of any transactions that you may enter into to relating to the Tokens,
nor providing any advice to you in relation to an Applicant, Issuer, any Tokens
or otherwise. - you shall make your own assessment based on your own judgment,
investigation, due diligence, and advice from such advisers as you deemed
necessary, and have satisfied yourself concerning the relevant tax, legal,
accounting, currency and other economic consideration relevant to an
investment in the Tokens.You understand that an investment in the Tokens involves a considerable
degree of risk and that the Tokens are a speculative investment, and you have
the ability to bear the economic risk of your investment in the Tokens, have
adequate means of providing for your current and contingent needs, have no
need for liquidity with respect your investment in the Tokens, and are able to
sustain a complete loss of his or her investment in the Tokens.
- you have carefully reviewed and understood the provisions of these Terms and
- You agree and acknowledge that:
-
FURTHER WARRANTIES AND CONFIDENTIALITY
- You warrant the following:
- the subscription, sale or purchase of the Tokens are made with funds which
does not constitute the proceeds of illegal activity or realisable property, or the
proceeds of terrorism financing or property of terrorists; - not to use the KLDX Account, KLDX Platform and/or Tokens either directly or
indirectly to finance, engage in, or otherwise support any unlawful activities; - subscription, purchase or sale, ownership, transfer or possession of the Tokens
complies with and/or is not in contravention of any law, relating to legal
capacity to enter into any contract and any thresholds set out in the laws and
regulations in your jurisdiction; any applicable foreign exchange or regulatory
and any governmental or other regulatory approvals that may need to be
secured; and - you are not a citizen or resident, or a company or other legal entity which is
established in any country or geographic area, in which the subscription
purchase or sale, ownership, transfer, receipt or possession of the Tokens (including the receipt of any rights and benefits) is not allowed or prohibited by
laws or regulations.
- the subscription, sale or purchase of the Tokens are made with funds which
- You undertake to us as follows:
- in the case of a Participant, you shall use the Confidential Information only for
the purposes of assessing and considering a potential investment in any
Applicant or Issuer; and in the case of an Applicant or Issuer, such Applicant
or Issuer shall use the Confidential Information only for the purposes of
complying with any applicable rules, laws and regulations (including any laws
and regulations relating to anti-money laundering, countering the financing of
terrorism, and tax reporting obligations, codes of practice or guidelines or to
assist in law enforcement and investigations by relevant law enforcement
agencies, regulatory authorities and other governmental agencies (including
tax authorities) or such other purpose(s) as may be explicitly approved in
writing by us (each of these, an “Authorised Purpose”); - you shall keep the Confidential Information strictly in confidence, and
undertakes to take all reasonable precautions to protect such Confidential
Information from any use, reproduction, disclosure, adaptation or exploitation
whatsoever, whether commercial or otherwise, by any third party; and - you shall not disclose the Confidential Information to your representatives
except on a need-to-know basis, and that such representatives shall use the
Confidential Information only for the relevant Authorised Purpose.
- in the case of a Participant, you shall use the Confidential Information only for
- The obligations of non-disclosure and the limitation on the right to use Confidential
Information set out in above shall not apply to you to the extent that it can
demonstrate that such Confidential Information:- was lawfully in your possession or control prior to the time of disclosure;
- was at the time of disclosure or thereafter becomes public knowledge
through no fault or omission of yours (as the case may be); - was lawfully obtained by you (as the case may be) from a third party under
no obligation of confidentiality to the owner or discloser of such
Confidential Information; - was developed by you (as the case may be) independently of the
Confidential Information; - is required to be disclosed by any applicable laws or regulations, or court
or governmental order, provided that you (as the case may be) gives us
and/or the relevant Applicant or Issuer prompt notice of any such
requirement and cooperate with us and/or the relevant Applicant or Issuer
in limiting such disclosure; or - was disclosed by you with our prior written approval of and/or that of the
relevant Applicant or Issuer.
- The Confidential Information shall remain the property of the person disclosing such
Confidential Information. These Terms shall not be deemed to directly or implicitly
grant you or your respective representatives any intellectual property rights in any
of the Confidential Information nor shall they be deemed to affect any transfer or
assignment of, or grant of any licence or right to, any patent, copyright or other
industrial or intellectual property right (including any products or processes deriving
therefrom) belonging to the person disclosing the Confidential Information.
- You warrant the following:
-
FURTHER WARRANTIES AND CONFIDENTIALITY
- You agree to indemnify us, our related corporations/affiliates and/or our respective
directors, shareholders, employees, partners, representatives and/or agents
against any action, liability, cost, claim, loss, damage, proceeding or expense,
including solicitor and client costs and expenses (legal or otherwise), any fines, fees
or penalties imposed by any regulatory authority by reason of or in connection with
us having made available to you the KLDX Cash Account, access to the KLDX
Platform, KLDX Token Account and/or the KLDX Materials or having entered into
these Terms with you or enforcement of our rights under these Terms or in acting
upon any Instructions which you may give in relation to the and/or the KLDX
Materials or any negligence, fraud and/or misconduct on your part or your breach
of these Terms
- You agree to indemnify us, our related corporations/affiliates and/or our respective
-
OTHER TERMS
Amendments to the Terms
-
- KLDX may from time-to-time revise, add to, amend or update these Terms, as we
deem appropriate. - KLDX ’s rights to vary, amend or rescind these Terms may be exercised without the
consent of any other person or entity and will take effect on a date specified by
KLDX. - Such changes will be published on the KLDX website and shall be effective and
binding on you upon publication or as we may otherwise specify. - Please visit the KLDX website regularly to check when the Terms were last updated
(as displayed at the top of this document) and to review the current Terms. You
agree that any notification of amendments in the above manner shall constitute
adequate notice to you.
- KLDX may from time-to-time revise, add to, amend or update these Terms, as we
Additional Terms
-
- In addition to these Terms, the access and/or use of specific aspects of your KLDX
Account, KLDX Platform and/or the KLDX Materials may be subject to additional
terms and conditions which will apply in full force and effect.
- In addition to these Terms, the access and/or use of specific aspects of your KLDX
Upgrades
-
- We may, from time-to-time upgrade or modify; suspend or discontinue the provision
of; or remove the KLDX Materials (whether in whole or in part without any prior
notice). We may also from time-to-time upgrade or modify the features and
functionalities of your KLDX Account and KLDX Platform. Where these changes
affect the use of your KLDX Account and the KLDX Platform, we will notify you of
the changes on the KLDX Platform. - In the event we carry out any of the aforesaid actions as set out in Paragraph 16.6
above, we shall not be liable if any such upgrade, modification, suspension or
discontinuation prevents you from accessing the same.
- We may, from time-to-time upgrade or modify; suspend or discontinue the provision
Intellectual Property Rights
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- All rights including copyrights, trademarks, patents as well as any other intellectual
property rights in the products, services, content, information and data contained
in or provided on/through the KLDX Platform, your KLDX Account and/or the KLDX
Materials including all texts, graphics and logos are reserved to or retained by us
and/or our licensor. - You agree that you will not do anything that will violate or infringe such intellectual
property rights and, in particular, you agree not to copy, download, publish,
distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for
commercial benefit or otherwise) or reproduce, redistribute, hyperlink any of the
information or content contained in or provided on/through the KLDX Platform,
your KLDX Account and/or the KLDX Materials, in any form without our prior
written consent or that of our licensor(s). - You are not allowed to create or provide links to the KLDX Platform, your KLDX
Account and/or the KLDX Material, without our prior written consent. - Unless otherwise provided to expressly in these Terms, you acknowledge that you
are not granted any licence, interest or right by virtue of your use of or access to
the KLDX Platform, your KLDX Account and/or the KLDX Materials.
- All rights including copyrights, trademarks, patents as well as any other intellectual
Privacy
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- We will, in the course of our relationship with you, manage any personal data that
we collect through the KLDX Platform and/or your KLDX Account or that we
otherwise obtain in connection with the above in accordance with our Privacy
Policy set out at www.kldx.com which shall form part of these Terms. By entering
into these Terms and Conditions, you expressly agree to us processing your
personal data in accordance with the said Privacy Policy.
- We will, in the course of our relationship with you, manage any personal data that
Accuracy of Information
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- While we will endeavour to ensure that all information and content, which may
include opinions, projections and estimates provided by us on the KLDX Platform
and KLDX Materials is accurate and up to date, we may change or update the
information provided without notice. - It is your responsibility to make your own assessment of the relevance, accuracy,
adequacy, commercial value, completeness and reliability of any information and
content on the KLDX Platform and /or KLDX Materials and where appropriate,
obtain independent advice. Accordingly, we:- makes no representation or warranty on the validity, accuracy or
completeness of the information or materials provided in the KLDX Platform
and/or the KLDX Materials; - disclaims all liability for any errors or omissions in the KLDX Platform and/or
the KLDX Materials; - does not warrant that the KLDX Platform and KLDX Materials will meet the
requirements of any persons; - does not warrant that the KLDX Platform and KLDX Materials are free from
any computer virus or other malicious, destructive or corrupting code, agent,
program or macros; and - does not warrant that any identified defect will be corrected
- makes no representation or warranty on the validity, accuracy or
- We may provide links to third party materials or websites. You acknowledge that
we do not endorse, nor represent to have reviewed or are responsible for the
relevance, timeliness, accuracy, commercial value, completeness and reliability of
such information, privacy policies, practices, content or services contained in such
third-party materials which is accessible from or linked to the KLDX Platform. - If you access and use any systems, services, content, materials, products or
programmes of any third-party systems, services, content, materials, products or
programmes contained in or provided on or through the KLDX Platform and/or the
KLDX Materials, you acknowledge that you must comply with the relevant terms
and conditions for the access or the use thereof. You further acknowledge that:- we are not a party to any transaction, if any, between you and such third
party; - we do not endorse, sponsor, certify, or is not involved in the provision of such
systems, services, content, materials, products or programmes contained in
or provided on or through the KLDX Platform and/or the KLDX Materials; and - we shall not be liable in any way for your access to and use of systems,
services, content, materials, products or programmes of any third party, or
for purchases or subscription made in relation thereto, each of which shall
be your responsibility or that of the relevant third party.
- we are not a party to any transaction, if any, between you and such third
- While we will endeavour to ensure that all information and content, which may
Governing Law
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- These Terms shall be governed by and construed in accordance with the laws of
Malaysia.
- These Terms shall be governed by and construed in accordance with the laws of
Complaints
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- Any complaints relating to any misconduct by any party relating to participation on
the KLDX Platform or a breach of any of these Terms, KLDX Requirements may
be submitted to support@kldx.com. - All complaints received by us shall be reviewed and investigated through KLDX
complaints process and such action as we deem appropriate will be taken based
on its findings on the matter.
- Any complaints relating to any misconduct by any party relating to participation on
Dispute Resolution
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- Any dispute arising out of or in connection with these Terms, including any
question regarding its existence, validity or termination, or relating to participation
on the KLDX Platform, shall be referred to and finally resolved by arbitration
administered by the Asian International Arbitration Centre (“AIAC”), in accordance
with the Arbitration Rules of AIAC, for the time being in force, which rules are
deemed to be incorporated by reference in this Paragraph 16.20. The seat of the
arbitration shall be Kuala Lumpur, Malaysia. The Tribunal shall consist of one (1)
arbitrator, to be agreed by the parties, failing which shall be appointed by the
Director of AIAC. The language of the arbitration shall be English.
- Any dispute arising out of or in connection with these Terms, including any
Delegation of Performance
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- We may delegate or sub-contract the performance of any of our functions in
connection with your KLDX Account, KLDX Platform and/or the blockchain. - We may assign our rights under these Terms to any third party. You shall not
assign any of your rights or obligations under these Terms without our prior written
approval.
- We may delegate or sub-contract the performance of any of our functions in
Successors Bound
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- These Terms shall be binding on you and us and our respective heirs, personal
representatives, successors in title or permitted assigns and will continue to bind
you notwithstanding any change in our name or constitution or our merger,
consolidation or amalgamation with or into any other entity (in which case these
Terms will bind you to our successor entity).
- These Terms shall be binding on you and us and our respective heirs, personal
Invalidity
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- If any provision of these Terms or part thereof becomes invalid, illegal, void, or
unenforceable in respect of any law to which it is subject, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
- If any provision of these Terms or part thereof becomes invalid, illegal, void, or
Failure to Exercise Rights not a Waiver
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- No failure or delay on our part to exercise or enforce any rights conferred upon it
under these Terms shall be deemed to be a waiver of any such rights or operate
so as to bar the exercise or enforcement of these Terms at any subsequent time
or times or prejudice our rights against you in any respect or render us responsible
for any loss arising therefrom. - Waiver of any right arising from a breach or non-performance of these Terms or
arising upon default under these Terms shall be in writing and signed by us. We
may grant time or other indulgence to you or any other person, without impairing
or affecting in any way, our rights as against you or any other person.
- No failure or delay on our part to exercise or enforce any rights conferred upon it
Language
- If these Terms are translated into a language other than English, the English text
shall prevail.
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