Thank you for signing up for a Business Funding Solution (“BFS”) with Dhunicorn Sdn. Bhd. (“Dhunicorn”, “We”, “Our” or “Us”). The terms and conditions contained herein are between a User (hereafter referred to as “Company”, “You” or “Your”) and Dhunicorn. This Business Funding Solution Agreement (“Agreement”) governs the BFS offered to you, by Dhunicorn through Dhunicorn’s website, all its associate’s websites, and its sales team (the “Site” or “Website”).

DEFINITION

“Company” shall include any existing or future subsidiaries of the Company that are operating during the periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company during the periods described herein.

Dhunicorn and the Company are hereinafter collectively referred to as “Parties” and “Party” refers to any one (1) of them, as the context may require.

RECITALS

WHEREAS:-

1. The Company desires to authorize Dhunicorn to get the right private equity funds, private placement investors, and/or other funding methods to the Company, in return for a fee to be paid to Dhunicorn if earned hereunder. Therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
2. The Project Objective: Dhunicorn to raise any amount of money or investment (the “Funds”) for the Company.

NOW IT IS AGREED AS FOLLOWS:-

1. Scope of Agreement

    

   1.1  The Company hereby appoints Dhunicorn to provide it with the Fundraising Service and Dhunicorn hereby agrees to provide the Fundraising Service to the Company upon the terms and subject to the conditions of this Agreement.

1.2  The Fundraising Service is defined as follows: Dhunicorn shall use its expertise, connections, and industry know-how to raise funding by procuring suitable private equity funds, private placement investors, and/or other funding methods for the Company. The Company shall provide a specific funding proposal to Dhunicorn for procuring the potential partners, investors, or funding parties. The funding proposal will be initially presented to the interested prospects in an anonymous form. Dhunicorn will introduce the “Interested Prospects”, which include potential partners, investors, or funding parties throughout the service period to the Company. These “Interested Prospects” or any other entities referred to or introduced by Dhunicorn are the “Subscriber”.

2. Service Duration

This Agreement shall remain in effect for two (2) years from the date of receipt of your full payment or early termination by Dhunicorn. Notwithstanding such termination, the provisions of Section 3 and 4 hereof regarding Dhunicorn’s fees shall survive and remain in full force and effect for twenty-four (24) months following the date of the termination of this Agreement.

3. Compensation to Dhunicorn

    

   3.1  In addition to clause 1.2 of this Agreement, the term “Subscriber” shall mean any entity or entities that meet each of the following requirements: (A) the Subscriber is introduced by Dhunicorn to the Company directly or indirectly, (B) the Company has held an in-person, telephone meeting or online meeting with the owners and/or authorized executives of the Subscriber or its affiliated entity, and (C) the owners and/or authorized executives of the Subscriber or its affiliated entity to confirm (during or after such meeting or teleconference) their desire to consider funding or investment of the Company thereof. If Dhunicorn desires to introduce the Company to Subscriber, Dhunicorn will give notice to the Company (which may be oral if it is promptly confirmed in writing).

   3.2  For the services rendered herein, Dhunicorn shall receive a service fee (the “Service Fee”) per the following upon Funds disbursed:- 

   • 1. 5% from the 1^stUSD1M secured;
     2. 4% from the 2^ndUSD1M secured;
     3. 3% from the 3^rd USD1M secured;
     4. 2% from the 4^th USD1M secured; and
     5. 1% from the remaining amount secured and up to a total fee of USD1M.

The fee above shall apply to continuous funding processes single and/or multiple times.

3.3  If the Subscriber qualifies as a Subscriber and Dhunicorn or Company consummates funding or investment of the Company with the introduced Subscriber during the term of this Agreement or within twenty (24) months after termination of this Agreement, at the time of closing of the transaction, Service Fee in 3.2 here mentioned will be paid or cause to be paid to Dhunicorn within 30 days the Funds is available to the Company.

3.4  The Company shall not be liable for any reimbursement or payment to Dhunicorn other than the fee mentioned above, which is payable only if there is a closing or multiple closings of funding. If discussions and/or negotiations are taking place between the Company and Subscriber at the end of this Agreement, then the terms of this agreement shall be extended twenty-four (24) months from the date of termination of Agreement, or until these discussions and/or negotiations with Subscriber are completed or terminated. The Service Fee under 3.2 shall be paid accordingly to Dhunicorn.

3.5  In entering into this Agreement the parties hereto recognise that it is impracticable to make provision for every contingency that may arise in the course of performance thereof and accordingly the parties hereto hereby declare it to be their intention that this Agreement shall operate between them with fairness and without detriment to the interests of any of them and if in the course of performance of this Agreement unfairness to any party is disclosed or anticipated then the parties hereto shall use their best endeavours to agree upon such action as may be necessary and equitable to remove the cause or causes of the same.

4. Time and Manner of Payment
   
   1. Payments of Service Fee shall be made by the Company according to Clause 4 hereunder.
   2. The Service Fee shall be paid to Dhunicorn within thirty (30) days of every fund processed and credited to the Company’s account.
   3. The Company shall have the right, in its sole discretion, not to enter into a transaction with a Subscriber for a reasonable cause, in which case no Service Fee shall be payable to Dhunicorn according to Clause 3.

5. Termination

5.1  Except as otherwise stated below, this Agreement shall be in effect for two (2) years from the date of this Agreement or early termination by Dhunicorn.

5.2  If any of the following circumstances occur, Dhunicorn shall have the right to terminate the Agreement immediately at such time deemed appropriate by acting in its sole discretion upon written notice to the Company:

1. 1. Dhunicorn has reasonable grounds to believe that the Company uses the service in this Agreement for any fraudulent or other unlawful purposes.
   2. The Company assigns or transfers part or all of its rights and obligations under this Agreement to a third party without Dhunicorn’s prior written consent;
   3. The Company sells any information related to the Subscriber and/or their buy leads/inquiries which are obtained by the Company as a result of the use of the services without Dhunicorn’s prior written consent;
   4. The Company is in breach of any of its representations, warranties, and undertakings in Clause 8;
   5. The Company has failed to rectify any breach of this Agreement within seven (7) working days of being notified by Dhunicorn of such breach;
   6. The Company has committed breaches to the clauses in this Agreement; or
   7. The Company ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors or similar proceedings.

Notwithstanding the above, after the termination of the Agreement according to Clause 5 hereunder, the Company is responsible for paying the Service Fee as mentioned in Clause 3 within the stipulated twenty-four (24) months after the termination of this Agreement.

6. The Role of Dhunicorn

Dhunicorn represents that a relationship exists between Dhunicorn and the Company’s principal owners or authorized personnel and that Dhunicorn will facilitate the introduction of Subscriber to the Company. Dhunicorn agrees to use all reasonable efforts to assist the Company hereunder this Agreement.

7. Confidentiality
   
   
   1. As used in this Agreement, “Confidential Information” means all information concerning or related to the Company and their respective investors, portfolio companies, and affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and shall specifically include all financial statements, budgets, business plans or forecasts of such parties; provided, that Confidential Information shall not include (i) information which is or becomes generally known to the public through no act or omission of Dhunicorn; and (ii) information which has been or hereafter is lawfully obtained by Dhunicorn from a source other than the Company so long as, in the case of information obtained from a third party, such third party is not subject to any obligation of confidentiality owed to the Company at the time such Confidential Information is disclosed.
   2. Except as otherwise permitted by subsection (c) below, Dhunicorn will not, without the prior written consent of the Company, disclose or use for its benefit any Confidential Information.
   3. Notwithstanding subsection (b) above, Dhunicorn is permitted to (i) disclose Confidential Information to the extent specifically authorized by the Company in writing, and Dhunicorn shall take all such action as is necessary or desirable to ensure that each of the persons or entities to whom disclosure is authorized maintains the confidentiality of any Confidential Information that is so disclosed, and (ii) disclose Confidential Information to the extent, but only to the extent, required by law.
   4. Upon the termination of this Agreement for any reason, Dhunicorn will return to the Company all Confidential Information that has previously been delivered to it (whether in paper form, electronic form, or other formats).
   5. The Company agrees to keep confidential any confidential information provided by Dhunicorn concerning Subscriber, including the fact that it is available for funding and/or investment. Notwithstanding the foregoing, the Company shall be permitted to disclose confidential information of a Subscriber (i) to the extent required by law and (ii) to their respective officers, directors, employees, affiliates, investors, and advisors who need to know such information in connection with an evaluation of potential funding and/or investment (provided that the Company shall take all such action as is necessary or desirable to ensure that each of the persons or entities to whom disclosure is authorized maintains the confidentiality of any Confidential Information that is so disclosed). Upon written request, the Company will return to Dhunicorn all confidential information of the Subscriber that has previously been delivered to it (whether in paper form, electronic form, or other formats).

8. Warranties

8.1  The parties hereby warrant and represent to each other that entering into this Agreement by the parties hereto does not violate any legal provisions, statutes, existing laws, agreements, rights, and/or obligations existing between the parties hereto, and/or any other person, firm or corporation.

8.2  The Company warrants to Dhunicorn that all representations, information, details, facts, data, statistics, articles, charts, numbers, contacts, documents, images, and materials originating from and/or provided by the Company are true and accurate in all respects and fully, clearly, and accurately disclose every matter to which they relate.

9. Indemnity & Liability

9.1  Dhunicorn shall not be liable to the Company for any special, indirect, or consequential loss or damage (including without limitation loss of revenue, loss of profits, loss of business opportunity, or loss of data) arising out of or in connection with any breach of this Agreement by the Dhunicorn or any act or omission of Dhunicorn, even if such loss or damage could have been mitigated by Dhunicorn.

9.2  The Company shall fully indemnify, defend, and hold harmless Dhunicorn from and against all claims, proceedings suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and costs whatsoever to which Dhunicorn may be subjected as a result of (a) any breach or omission of this Agreement, (b) misrepresentations made by the Company to Dhunicorn or Subscriber, (c) unprofitable, unsuccessful, failed, and lost investment by Subscriber with the Company.

10. Access and Use

To the extent that any access is granted hereunder, any such access shall be non-exclusive, non-transferable, limited access to utilize the services solely for and under the terms and conditions of this Agreement. For the avoidance of any uncertainty, upon the termination of this Agreement the right of access and use of any services, and to the extent applicable any related access grants, shall end.

11. Force Majeure

Under no circumstances shall Dhunicorn be held liable for any delay or failure or disruption of the services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications, or any other equipment failures, electrical power failures, strikes, lockouts or other labor disturbances, riots, insurrections, civil disturbances, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

12. Miscellaneous

This Agreement: (a) may be amended only by a writing signed by each of the parties; (b) may not be assigned, pledged, or otherwise transferred, whether by operation of law or otherwise, without the prior consent of the other party; (c) contains the entire agreement of the parties for the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions; (d) shall be governed by, and construed and enforced under, the laws of Malaysia; (e) shall be binding upon, and inure to the benefit of, the parties and their respective heirs, successors and permitted assigns. The waiver by a party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation thereof; and (f) this Agreement is intended to be solely for the benefit of the parties hereto and is not intended to confer, and shall not be deemed to confer, any benefits upon, or create any rights in or in favor of, any person other than the parties hereto; and (g) if any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under the applicable laws, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

Last updated on 11^th September 2023.