CapBay (or otherwise CapitalBay) operates a Platform that facilitates peer-to-peer and multi-bank supply chain financing through electronic implementation of various Programmes provided on the Platform and made available at www.capbay.com. Users may register with the Platform to participate in various peer-to-peer and multi-bank supply chain financing Programmes made available to it.

By signing up to use the CapBay platform or by continuing your participation in a Programme, you acknowledge that you have read and understood, and agree (on behalf of the User) to be bound by, these Terms of Service in its entirety. Please note that when you check the box marked “I  for myself and/or on behalf of the company , confirm that we agree to these Terms of Service” and click on the button “Submit”, your submission becomes the basis of a legally binding agreement between CapBay and the User (subject only to CapBay’s approval of the application for new users).

Please refrain from submitting an application to access the Platform, continuing to use the Platform or participating in any Programme if you do not agree to these Terms of Service.

1. Definitions and interpretation

1.1 Definitions

In these Terms of Service, unless the context otherwise requires, the following definitions apply:

Agencies

has the meaning given to it in Clause 2.4(b)(ii);

Business Day

a day on which commercial banks are open for business in Kuala Lumpur, Malaysia (excluding Saturdays, Sundays and public holidays);

CapitalBay or CapBay

Bay Smart Capital Ventures Sdn Bhd (Company No. 1280292-W), a company incorporated under the laws of Malaysia having an address at C-05-01, 5th Floor, Block C, Wisma TT, No. 1, Jalan PJS 8/15, Dataran Mentari, 46150 Petaling Jaya, Selangor, Malaysia; and/or Bay Supply Chain Technology Sdn Bhd (Company No. 1242506-P) a company incorporated under the laws of Malaysia having an address at C-05-01, 5th Floor, Block C, Wisma TT, No. 1, Jalan PJS 8/15, Dataran Mentari, 46150 Petaling Jaya, Selangor, Malaysia;

Confidential Information

information which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances in which the information was acquired or disclosed (including in respect of the User, the Platform Data) but excludes information:

(a) within public knowledge;

(b) obtained from a source not connected with the other Party and not under any obligation of confidence in respect of the information;

(c) known to the other Party before the date of these Terms of Service and not subject to any obligation of confidence on the part of the other Party;

(d) independently developed by a Party; or

(e) relating to the fact of User’s use of the Platform and its participation in a Programme;

Intellectual Property

trademarks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, database rights and all other similar rights in any part of the world including where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

Know-how

confidential industrial and commercial information and techniques in any form including, without limitation, source code, formulae, data analysis, test results, reports and testing procedures, instruction and manuals, market forecasts, and lists and particulars of participants;

Parties

CapBay and the User, and “Party” means any one of them;

Platform

the group of applications, processes and technologies:

(a) developed and maintained by CapBay from time to time for the facilitation of peer-to-peer financing under the name ‘CapitalBay’ or ‘CapBay’ for CapBay; and

(b) operated by CapBay and made available to the User;

Platform Data

all information, data and analysis (including these Terms of Service and the Programme Rules and where usage is related to the P2P Platform, the Platform Agreement) made available through the Platform or pursuant to Programme Rules or Platform Agreement to the User;

Platform Intellectual Property Rights

Intellectual Property and Know-how relating to the Platform and the Programmes, and Platform Data developed by CapBay together including the results of their internal (or externally procured) information, data and statistical analysis with respect to user activities carried out on the Platform;

Programme Rules

in respect of any one Programme, the rules prescribed on the Platform for the operation of the Programme (including rules prescribing the relationship between, and the roles and responsibilities of, the participants, the terms of financing and any financing instruments in relation to the transactions entered into via the Platform) as are in force from time to time;

Programmes
financing programmes and/or products under peer-to-peer financing and multi-bank supply chain financing designed by CapBay and made available on the Platform from time to time, and “Programme” means any one of them;

Related Persons

has the meaning given to it in Clause 2.4(a)(ii); and

User

the person identified as the owner of the account during registration for use of the Platform (and as may be updated by the User from time to time).

1.2 Interpretation

In these Terms of Service, unless the context otherwise requires:

(a) words in the singular shall include the plural and words in the plural shall include the singular;

(b) a reference to a “person” shall include any natural person, corporate or unincorporated body (whether or not having separate legal personality);

(c) references to Clauses are to the clauses of these Terms of Service;

(d) headings contained in these Terms of Service are for convenience only and shall not affect the construction or interpretation of these Terms of Service;

(e) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

(f) there shall be no presumption that any ambiguity should be construed in favour of or against any Party solely as a result of such Party’s actual or alleged role in drafting these Terms of Service or any part of it; and

(g) in these Terms of Service, any reference to a document (including these Terms of Service) is a reference to that document (including any schedules or annexures thereto) as from time to time amended, consolidated, supplemented, novated or replaced.

2. Registration

2.1 Account setup and verification

If the User has completed and submitted application forms and required supporting documentation, CapBay will review the application according to its existing approval procedures. These procedures may include:

(a) verifying the User’s identity, business (including its financial and trading history or performance) and any other information necessary or desirable to adequately protect the interest of Programme participants or maintain the efficient operation of the Platform; and

(b) undertaking various anti-money laundering checks and customer due diligence.

2.2 Accuracy, updating of information

The User warrants that all information provided (at registration and throughout its use of the Platform) to CapBay is true, current, accurate and complete, and undertakes to maintain and update such information provided to CapBay on a regular basis, and as CapBay may reasonably request.

2.3 Processing of personal data

The User consents to CapBay, on behalf of itself and other persons (whose personal data is provided to CapBay), for the processing of such personal data according to CapBay’s privacy policy available on the Platform.

2.4 Consent for checks and verifications

(a) As a condition for membership of the Platform, CapBay, its agents, representatives, consultants, third parties doing business or any other party instructed to act for and on behalf of CapBay pursuant to the fulfilment of this Terms of Services including but not limited to Bay Group Holdings Sdn Bhd and its subsidiaries is permitted to undertake credit, anti-money laundering and other due diligence checks (including checks with the Central Credit Reference Information System and the Dishonoured Cheque Information System maintained by Bank Negara Malaysia and other checks relating to property, litigation, identity, background, compliance risk) on:

    (i) the User; and

    (ii) persons controlling, having an interest or otherwise related to the User such as its directors, shareholders, owners, partners, managers and guarantors (collectively, “Related Persons”).

(b) The User, on behalf of itself and its Related Persons, consents to:

    (i) CapBay; and

    (ii) such agencies, contractors or other persons as CapBay may engage (including credit reporting agencies under the Credit Reporting Agencies Act 2010 such as CTOS Data Systems, RAM Credit Information and Credit Bureau Malaysia) (collectively, the “Agencies”),

to conduct such the checks referred to in Clause 2.4(a) and to:

    (A) procure information relating to the User and its Related Persons from relevant data sources;

    (B) disclose and share information relating to the User and its Related Persons including but not limited to their trade reference information with other subscribers and participants in their services, and with third parties and data processors located     within or outside Malaysia; and

    (C) retain information in the Agencies database subject to and consistent with applicable laws.

(c) The User grants consent to CapBay to the collection of your personal and corporate data including that of its officers, employees, representatives, contractors, agents, shareholders, suppliers, vendors, related parties, business counterparts and otherwise those instructed by or doing business with you to be used by CapBay and any of its related parties, to be shared with and provided to registered credit reporting agencies regulated by the laws of Malaysia including but not limited to those regulated under the Credit Reporting Agencies Act 2010, the Companies Act 2016 (including the Companies Commission of Malaysia), the Insolvency Act 1967, the Securities Commission Act 1993, Capital Market and Services Act 2007, Trust Corporation Act 1949, any statutory or other regulatory authority authorized by law to require disclosure for any compliance, anti-money laundering, tax, customs, duties, trade or such other law and regulation which from time to time may be introduced and required under the applicable law, whether that of Malaysia or other jurisdiction which may have governing interest over the User and/or CapBay.

(d) The User further agrees that consent given by the User, on behalf of itself and its Related Persons is :-

    (i) irrevocable for the duration which the User has a business relationship, facility or amount due to CapBay; and

    (ii) without holding the Agencies liable for all activities conducted in relation to the checks and disclosure of information referred to in sub-Clauses 2.4(b)(A) and (B),

and the User, on behalf of itself and its Related Persons, agrees to the same (where applicable).

2.5 User approval

CapBay reserves the right to approve or reject a User’s application at its sole and absolute discretion (without being required to disclose any reasons for its decision).

2.6 Access to Platform

(a) Subject to CapBay’s approval of the User’s application, CapBay will allocate the User a unique username and password, or multiple unique usernames and passwords, which must be used to access the Platform (each, an “Account”).

(b) The User is responsible for safeguarding its username and password, and other details or authentication systems capable of giving access to its Accounts on the Platform and accepts full liability with respect to any activity related to each of its Accounts.

2.7 Data Collection & Sharing

During the course of our activities, CapBay may collect, record, hold, store and/or process personal data about CapBay’s platform users, customers, suppliers and other third parties in any medium whether electronically or otherwise, for the purposes of assessing credit risks the transactions and any other purposes permitted under the law and the Personal Data Protection Act 2010 (“PDPA”), and CapBay recognises that the correct and lawful treatment of this data will remain confidential in the organisation.

(a) Personal data includes name, address, copies and details of identification documents, contact details, employment history, credit and references check, marital status, commission or alleged commission of offence, data activity, financing activity, financial position on the Platform, personal, corporate financial and social security details, provided to CapBay from time to time.

(b) The User authorises CapBay, its related entities and business partners including any of their appointed representatives, related parties, and contractors, successors and assignees to share, collect, retrieve, process and store the User’s information and data with such other entities as may be relevant for the User to obtain financial services on the Platform.

3. Licence to use Platform

3.1 Grant of licence

Subject to CapBay’s approval of the User’s application, and subject to:

(a) Clause 3.2 (Incorporation of Programme Rules and Platform Agreement); and

(b) Clause 3.3 (Platform Intellectual Property Rights),

CapBay grants the User a non-exclusive, non-transferable and revocable licence to use, access and communicate through the Platform, and use the Platform Data, solely for:

    (i) the purpose of the User’s participation in a Programme; and

    (ii) the purposes contemplated in the relevant Programme Rules and where usage is related to the P2P Platform, the Platform Agreement.

3.2 Incorporation of Programme Rules

In respect of each Programme which the User participates in on the Platform:

(a) the licence granted pursuant to Clause 3.1 (Grant of licence) is subject to the provisions of the relevant Programme Rules and where usage is related to the P2P Platform, the Platform Agreement; and

(b) all the provisions of the relevant Programme Rules and Platform Agreement as amended or revised from time to time or any new edition of it are incorporated into and shall form part of these Terms of Service as though fully set forth in it, and in the event of any conflict between a term of these Terms of Service and a provision in the relevant Programme Rules and Platform Agreement, these Terms of Service shall prevail.

3.3 Platform Intellectual Property Rights

The User acknowledges that the Platform Intellectual Property Rights belong to CapBay and agrees that it shall not do, or authorise any person to do, anything inconsistent with, or which infringes on, CapBay’s ownership of the Platform Intellectual Property Rights.

3.4 Prohibited actions

Without limiting the generality of the above Clauses 3.1 to 3.3, the User shall not:

(a) sublicense or otherwise offer access to the Platform to any third parties;

(b) use the Platform for activity in contravention with the laws of Malaysia;

(c) reverse engineering, reverse compiling or otherwise deriving the underlying source code, structure or sequence of the Platform’s software and technology or in any way affecting the Platform Intellectual Property Rights;

(d) exchange, modify, copy, reproduce, publish, post, transmit, distribute, on-screen display, transfer or sell posts, messages, texts, files, images, pictures, videos, sounds or any other element of the Platform, including the Platform Data (other than strictly for the User’s internal business purposes as it relates to the User’s participation in a Programme);

(e) remove, obscure, or alter any copyright, trademark, design, or other proprietary information or data, pass off, falsify, delete or remove author attributions, legal notices or such other labels evidencing origin or source;

(f) interrupt or attempt to interrupt the operation of the Platform or any Programmes offered through the Platform in any way;

(g) attempt to obtain unauthorised access to applications, processes and technologies developed and maintained by CapBay and not made available by CapBay to the User on the Platform; or

(h) Use the Platform in any way which CapBay may reasonably deem as an abuse, for example, scraping of data and information, threatening, libelling, any action or omission tortious in nature, which violates any law including but not limited to the rights of any person, privacy, intellectual property rights, or any action or omission which more generally does not fall under the intended or reasonably permissible or acceptable use as determined solely by CapBay.

3.5 Scope of liability 

In respect of any loss or damage (whether arising from breach of contract, tort or otherwise) in connection with the User’s use of the Platform and Platform Data or the User’s participation in a Programme,

(a) CapBay shall only be liable to the User to the extent that compensation is afforded under law; and

(b) under no circumstances (notwithstanding the foregoing Clause 3.5(a)) shall CapBay be liable to the User, in connection with its use of the Platform or its participation in a Programme for any loss of business or profits, revenue or goodwill, economic, or any indirect, consequential, special, exemplary or punitive losses or damages.

4. Confidentiality

4.1 Confidentiality obligations

Subject to the Programme Rules and where usage is relate to the P2P Platform, the Platform Agreement, each Party shall at all times use all reasonable endeavours to keep confidential, and to ensure that its officers, employees and agents shall keep confidential, any Confidential Information and shall not use or disclose any such Confidential Information except:

(a) to such Party's professional advisers where such disclosure is for a purpose related to the Platform;

(b) with the written consent of the Party that the information relates to;

(c) as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory body; or

(d) if the information comes within the public domain (otherwise than as a result of the breach of this Clause 4.1).

4.2 Survival of obligations

The obligations of each Party in this Clause 4 shall continue without limit in time and notwithstanding termination of these Terms of Service for any cause.

4.3 Assignment of Rights

CapBay reserves the right to assign its rights under this Terms of Service to any party it chooses without requiring the consent of the Participant. Any notification of an assignment may be validly notified via the Platform.

5. Termination

5.1 Termination for breach, insolvency etc.

Without affecting any other right or remedy available to it, CapBay may suspend or restrict access, or terminate these Terms of Service with immediate effect if:

(a) the User:

    (i) commits a material breach of any other term of these Terms of Service which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 14 days after being notified in writing to do so;

    (ii) repeatedly breaches any of the terms of these Terms of Service in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms of Service;

(b) the User becomes insolvent, or if an order is made or resolution is passed for the winding up of the User (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if a special administrator, receiver and manager or receiver is appointed in respect of that User or in respect of the whole or any part of the User’s assets or business, or if the User makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of a debt; or

(c) the User suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its

5.2 Termination with notice

Without affecting any other right or remedy available to it:

(a) CapBay may terminate these Terms of Service on giving not less than three months' written notice to the User; and

(b) CapBay may terminate these Terms of Service on giving not less than one months' written notice to the User if the User is not participating in any one Programme at that point of time.

Any financing activity or transactions ongoing will remain unaffected.

5.3 Consequence of termination

(a) Any provision of these Terms of Service that expressly or by implication is intended to come into or continue in force on or after termination of these Terms of Service shall remain in full force and effect.

(b) Termination of these Terms of Service shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms of Service which existed at or before the date of termination.

6. Notices

6.1 Notices to Users

Notices and other communications (a “Notice”) from CapBay to Users in connection with the Platform may be:

(a) made through the Platform; or

(b) if in the opinion of CapBay the circumstances warrant, delivered by hand, sent by prepaid registered post, sent by commercial courier or sent by email for the attention of the authorised person and to the address or email given by the User on the Platform.

6.2 Notices to CapBay

Notices from Users to CapBay in connection with the Platform may be delivered by hand, sent by prepaid registered post, sent by commercial courier or sent by email for the attention of the person and to the address or email provided at www.capbay.com.

6.3 Deemed receipt

If a Notice has been properly sent or delivered in accordance with Clause 6.1 (Notices to Users) or Clause 6.2 (Notices to CapBay) (as applicable), it will be deemed to have been received as follows:

(a) if sent through the Platform, at the time which the Notice is acknowledged to have been received on the Platform;

(b) if delivered by hand, at the time of delivery;

(c) if sent by post, at the time at which the letter would be delivered in the ordinary course of post;

(d) if sent by courier, at the time of signature of the courier’s delivery receipt; or

(e) if sent by email, one hour after the Notice was sent.

provided that if deemed receipt under the previous paragraphs is not within business hours (meaning 9.00 a.m. to 5.00 p.m. on a Business Day), it is deemed received on the next Business Day.

6.4 Non-application

This Clause 6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

7. General provisions

7.1 Successors and assigns

(a) Subject to Clause 7.1(b), these Terms of Service is personal to the Parties. Accordingly, the User may not, without the prior written consent of the other, assign the benefit of all or any of the other’s obligations under these Terms of Service, or any benefit arising under or out of these Terms of Service.

(b) Either Party may, without the consent of the other, assign to a subsidiary or related corporation the benefit of all or any of the other Parties’ obligations under these Terms of Service provided that if the assignee ceases to be a subsidiary or related corporation of the relevant Party, the benefit of those obligations shall be reassigned to the relevant Party or a related corporation of the relevant Party.

7.2 Release, indulgence and waiver

No failure on the part of a Party to exercise, and no delay on its part in exercising, any right or remedy under these Terms of Service shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

7.3 Costs

Each Party shall bear its costs incurred by it in connection with the preparation, negotiation and entry into of these Terms of Service, and its participation in any Programme.

7.4 Invalidity

If any term in these Terms of Service shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of this Governing law, dispute resolution and jurisdiction

7.5 Governing law

This Terms of Service shall be governed by and construed in accordance with the laws of Malaysia.

7.6 Dispute resolution

(a) If any dispute arises under or in connection with these Terms of Service between the Parties, the Parties shall make a good faith effort to resolve the dispute before taking any legal action.

(b) The Parties shall meet at the earliest opportunity to discuss the dispute after one Party gives written notice to the other Party that such a dispute exists. Such meeting may be held by way of videoconference, teleconference or other electronic means whereby each participant in the meeting can hear and be heard by every other participant, if travel is impractical.

(c) At such meeting, a senior officer or principal of the Parties who has authority to resolve the dispute shall be in attendance. Legal action may only be commenced:

    (i) after the Parties have met pursuant to this Clause 7.7(b); or

    (ii) if no meeting has taken place pursuant to this Clause 7.7(b), after one month from the receipt of the written notice reference in Clause 7.7(b) (except in the case where immediate injunctive relief is being sought).

7.7 Jurisdiction

(a) In relation to any legal action or proceedings to enforce these Terms of Service or arising out of or in connection with these Terms of Service (‘Proceedings’), each of the Parties irrevocably submits to the jurisdiction of the court of competent jurisdiction in Kuala Lumpur, Malaysia and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

(b) These submissions shall not affect the right of any Party to take Proceedings in any other jurisdiction, nor shall the taking of Proceedings in any jurisdiction preclude any Party from taking Proceedings in any other jurisdiction.

(c) These submissions shall not affect the right of any Party to take Proceedings with a view to obtaining interim relief in any other jurisdiction.

7.8 Relationship of parties

Notwithstanding any provision hereof, for all purposes of the Platform and any Services, CapBay shall be deemed to act independently and not as partner, joint venturer, agent, employee, or employer of the other. The User shall not have any authority to assume or create any obligation for or on behalf of us, express or implied, and you shall not attempt to bind CapBay to any contract.

7.9 Business Continuity Plan

In the unlikely event that CapBay undergoes winding-up, restructuring, or any other proceedings or activity affecting CapBay’s ability to provide and sustain an acceptable quality of Platform services, the Platform management, maintenance, and upkeep shall be duly handed over to a separate entity to ensure smooth provision of services and usage of the Platform.

CapBay values your privacy and is committed to the protection of your personal data. This Privacy Notice describes how CapBay collects, handles and uses your personal data in accordance to the Personal Data Protection Act 2010.

This Notice is issued by Bay Group Holdings Sdn. Bhd. (Company No.: 1189545-D) and its subsidiaries Bay Commercial Services Sdn. Bhd., Bay Supply Chain Technology Sdn. Bhd., Bay Smart Capital Ventures Sdn. Bhd. or other subsidiaries or associated company(ies) as defined in the Companies Act 2016 (collectively, “CapBay”), as a data user pursuant to the Personal Data Protection Act 2010 (“PDPA”). For the purposes of this Notice, the expression “personal data”, “data subject”, “data user” and “data processor” shall have the meaning as defined in the PDPA.

Personal data we collect

During the course of our activities we may collect, record, hold, store and/or process personal data about our platform users, customers, suppliers and other third parties in any medium whether electronically or otherwise, for the purposes of the Platform Agreement and the financing agreements, Terms of Service, the transactions and any other purposes permitted under the law and the PDPA, and we recognise that the correct and lawful treatment of this data will remain confidential in the organisation.

Personal data includes name, address, copies and details of identification documents, contact details, employment history, credit and references check, marital status, commission or alleged commission of offence, data on the Platform, Platform activity, financing activity, financial position on the Platform, personal, corporate financial and social security details, provided to us from time to time.

We may also collect your information from other sources, including but not limited to third party background checks, any registered credit reporting agency, any regulatory authorities and any authority, central depository or depository agent. Data processors include any person or organisation that is not a data user that processes personal data on our behalf and/or on our instructions.

What we use your personal data for

In using this website, CapBay’s P2P and multi-bank supply chain financing platforms (“Platform”) you hereby acknowledged, confirmed and consented that we may collect, record, hold, store, process, and/or distribute your personal data for the following purposes:

(a) in all matters pertaining to the contract entered or to be entered into between you and us;

(b) processing any application to become a user of the CapBay Platform;

(c) to ascertain the eligibility of invoices to be listed on the CapBay Platform;

(d) facilitating the supply chain finance transaction;

(e) performing contracts with third-parties;

(f) monitoring compliance with the agreements on the Platform including and not limited to the Platform Agreement, Terms of Services, financing agreements, and/or our rules and policies with respect to the usage of the CapBay Platform and any other applicable laws;

(g) the compliance and disclosure requirements of any and all governmental and/or quasi-government departments, agencies, regulatory and/or statutory bodies;

(h) complying with any legal obligation binding on us under any law, rule, regulation, by-law, order, guideline, directive, policy and such other requirements in force and as amended from time to time;

(i) enforcing our rights under the Platform Agreement and financing agreements, and/or our rules and policies with respect to the usage of the CapBay Platform or any other applicable laws to defend our rights;

(j) for the purpose of record-keeping in the ordinary course of our business; and

(k) any purposes relating to the transactions on the CapBay Platform.

Specifically for Platform users or Participants (as defined in the Platform Agreement) who have signed up with an introductory reference code or who have been introduced by an introducer or partner of CapBay, the user consents to its data on the Platform being used, processed, shared and distributed to the partner for any purpose pursuant to the performance of the agreement(s) between CapBay and the partner.

Disclosure of Personal Data

Personal data held by us relating to our platform users, customers, suppliers and other third parties will be kept confidential and we may provide such information to the following parties for the purposes set out above:

(a) any agent, partner, contractor, service provider, professional adviser or third party who provides services to us;

(b) our affiliates and associated companies;

(c) any person to whom we are under an obligation to make disclosure under law, rule, regulation, by-law, order, guideline, directive, policy; any court and/or officer of the court; our auditors;

(d) any credit bureau, credit reporting agencies, rating agencies, and third party due diligence database service providers;

(e) our legal advisers and compliance professionals;

(f) our banks and financial service providers; and

(g) our service providers and vendors.

Accuracy of your Personal Data

You are responsible for ensuring that the personal data that you provide to us is accurate, complete and not misleading and that such personal data is kept up-to-date, and you shall promptly keep us informed in the event the data is inaccurate, incomplete, misleading or not up-to-date and you shall provide us the true, accurate, complete, and updated data. If you give us personal data or information about another person, you confirm that he/she has appointed you to act for him/her, to consent to the processing of his/her personal data and to receive on his/her behalf any data protection notices.

Platform users, participants, buyers, customers, suppliers and other third parties, whether past, current or prospective, shall be aware that failure to supply the relevant data to us may affect our ability to perform our obligations with relevant parties and/or affect the platform users, customers, suppliers and third parties’ ability to enjoy their respective benefits from us.

We will retain any personal data supplied by you for as long as necessary for the fulfilment of the purposes set out in this Notice or as is required to satisfy any legal, regulatory and/or accounting requirements. Your continued membership on the CapBay Platform is deemed consent for us to collect, record, hold, store and/or process the personal data.

Your Rights

You may request access to and correction of your personal data and/or limit the processing of your personal data, or make any enquiries or complaints in respect of your personal data, by contacting us at our office address, presently at: C-05-01, 5th Floor, Block C, Wisma TT, No. 1, Jalan PJS 8/15, Dataran Mentari, 46150 Petaling Jaya, Selangor, Malaysia, or by emailing us at [email protected].

Changes to the Privacy Notice

We reserve the right to modify, update or amend this Notice at any time and will ensure that a notice of such amendments will be made available to you through the CapBay website or through any other mode we view appropriate and suitable.

By clicking the “Agreed” box at the end of this page, and the continued use of/participation in financing programmes and/or products made available via the services and/or platform owned and operated by BAY SUPPLY CHAIN TECHNOLOGY SDN BHD which facilitates supply chain financing (“Platform”) from time to time (each a “Programme”) in any manner by you or the company or legal entity which you represent (“Company”) (notwithstanding the degree of such activity or lack thereof), you undertake and represent to us, BAY SUPPLY CHAIN TECHNOLOGY SDN BHD (including our affiliate companies, related corporations, successors-in-title, assigns, designees and transferees) that: (i) you have the full and due authority to, in your own capacity or on behalf of Company (as the case may be), agree to, deliver and be bound by the terms in this document (and where you are representing a Company, all references in this document to "you" or "your" shall be taken to refer to “Company”); (ii) you have received the link to register as a user on the Platform from the funder, financial institution or financial participant on the Platform (as may be identified via the Funder ID referred to in the link) as their on-boarded customer or counterparty, and shall at all times throughout your use of the Platform remain so; (iii) you agree to be legally bound by the terms in this document in consideration of you being granted access and use of the Platform; (iv) the access or intended access by you is for genuine use of the Programme (in accordance with your role in the Programme) and not for any benchmarking or competitive purposes (including, without limitation, either for market studies or ascertain or monitoring performance or functionality). If you are not agreeable to any of the foregoing (or part thereof), you must: (aa) not use (or continue to use) the Platform; and (bb) not use and participate (or continue to use and participate) in the Programme in any manner.

2.1.      I (or, where I act on behalf of a Company, all the officers, employees, staff and users of the Company), who will be granted access and/or have been granted access and/or is subsequently granted access to use the Platform from time to time (collectively the “Authorised Persons” and which reference may include any one of them, as the context may require) have the power and authority to act and/or agree (or, where I act on behalf of a Company, have the power and authority to act or agree to act on behalf of the Company) in connection with all matters, activities, and transactions on and relating to the Platform which includes, without limitation: (i) to give instructions as well as to issue and receive communications, forms, and notices; (ii) provide information and documents required in connection with the Platform; and (iii) engage and provide confirmations and verifications.

2.2.      CapBay may rely on all acts, instructions, notices, information, documents, confirmations and verifications received from the Authorised Persons, all of which shall bind myself (or, where I act on behalf of a Company, the Company).

2.3.      All information and documents provided by an Authorised Person to CapBay are, and shall remain at times, true, accurate and complete and is not false or misleading or contain any material omission.

2.4.      Where CapBay is provided with personal data of any individual, I (or, where I act on behalf of a Company, the Company): (i) have notified the relevant individual of the purposes for which personal data will be collected, processed, used or disclosed; (ii) have obtained such individual’s consent for, and hereby consents on behalf of such individual to, the collection, processing, use and disclosure of his/her personal data; (iii) have been authorised by such individual to provide such consent on his/her behalf; and (iv) will immediately notify CapBay upon becoming aware of the withdrawal by the relevant individual of his/her consent to such collection, processing, use and/or disclosure of personal data.

2.5.      All the terms and conditions relating to the Platform (including but not limited to the Terms of Service and Privacy Notice available on the Platform) shall apply and govern the rights and obligations of CapBay, myself, the Company (or, where I act on behalf of a Company, the Company)and the Authorised Persons.