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Terms & Conditions

TERM AND CONDITIONS GOVERNING SEED INVESTMENT ACCOUNT

 

These are term and Conditions govern the Investors’ SEED Investment Account with the Capital Venture Institution and the services which the Capital Venture Institution may extend to the Investor under the SEED Investment Account.

 

 

  1. DEFINITIONS AND INTERPRETATION

1.1. The Terms and Conditions are effective for all SEED Investment Account Investor available from 1st March, 2018 onward and the following words shall have the following meanings:

 

“Administration Office” means official address SEED COOPERATIVE PLC and SEED COMMERCE CO., LTD, at Yellow Tower, 191, Tonlesap Road, Chrouychongvar, Phnom Penh, Kingdom of Cambodia or such other address notified to you from time to time;

 

“Application” means the electronic, paper or telephone application process used by Investor to apply SEEDIS in accordance with these Terms or such other method of application as is acceptable to us;

 

“Appointed Agent Capital Venture Institution” means a Capital Venture Institution appointed by Board under the Regulations;

 

“Associate Company” means SEED COMMERCE CO., Ltd is an associate company to SEED COOPERATIVE PLC.

 

“Capital Venture Institution” means SEED COOPERATIVE PLC  as rural credit operator Capital Venture Institutioning to conduct business in Cambodia under the Law on Capital Venture Institutioning and Financial institutions and all existing laws in the Kingdom of Cambodia and its successors in title;

 

“Board” refers to the SEED Board and its successors in title;

 

“Business Day” means Capital Venture Institution is open for business but excluding Saturday, Sunday and public holidays;

 

“Customer Services Centre” refers to our services centre which handles by email or telephone call during office hour from 9 am to 5 pm relating to the SEED Investment Account or SEEDIS Investment;

 

“INTERNATIONAL BUSINESS’’ means SEED COOPERATIVE PLC officially appointed SEED COMMERCE CO., LTD to manage day to day business outside Cambodia country.

 

“Investor” refers to a SEED Investment Account holder with the Capital Venture Institution;

 

“Nominee” means SEED COOPERATIVE PLC Nominees or any other nominee appointed by the Capital Venture Institution from time to time and its successor in title;

 

“Regulations” refer to the SEEDIS Regulations and any subsequent amendment or supplement thereto;

 

“Request or Instructions” means any request or instructions made by SEEDIS Product Provider or Investor, including instructions to deal with or withdraw funds from SEED Investment Account, to the Capital Venture Institution to pay or receive any funds in connection with any SEEDIS Investments;

 

“SEED Investment Account” refers to the account opened by the Investor with the Capital Venture Institution, to purchase with pursuant to the Regulations to facilitate his SEEDIS Investments with the use of the funds in his SEED Investment Account;

 

“SEED Normal Account refer to the Investor SEED Normal Account maintained with Board.

 

“SEEDIS-NA” refers to SEED Investment Scheme – Normal Account under which SEED Investors can use their SEED Normal Account to invest in SEEDIS Securities;

 

“SEEDIS Expenses” refers to any charges or fees payable by Investor as stated in the Capital Venture Institution’s guidelines, incurred purchase or sale of SEEDIS Investments as the Board may approve for withdrawal from the SEED Investment Account;

 

“SEEDIS Investments” means investments in or purchases by the Investor of SEEDIS  Securities;

 

“SEEDIS Product Provider” means an intermediary in any purchase or sale of SEEDIS Investments by the Investor including a vendor, agent, broker, distributor, fund manager, register, or issuer of such SEEDIS Investments;

 

“SEEDIS Securities” means shares, stocks, exchange traded funds, property funds or, bonds included by the Board for investment under the Regulations from time to time;

 

“Services” refer to the services provided by the Capital Venture Institution to the Investor in connection with the operation or maintenance of the SEED Investment Account or SEEDIS Investment;

 

“You” or “Your” refer to the Investor whose name, address and other particulars appear in the relevant Application;

 

1.2. Headings of clauses have been inserted for convenience only and shall not be taken into consideration in the interpretation of these Terms and conditions.

 

 

  1. ACCOUNT OPENING APPLICATION

2.1. Investor can apply for SEED Investment Account by completing the Application either through our website or our Customer Services centre or appointed SEEDIS Product Provider.

2.2. To open and maintain SEED Investment Account, Investor must be at 18 years of age.

2.3. Once Investor Application has been accepted and completed, with attached SEED Investment account deposit funds proved, SEED COOPERATIVE PLC shall determine if Investor SEED Investment Account will be open and if SEEDIS INVESTMENT CERTIFICATE shall be issued to the Investor.

2.4. Joint Account are not permitted.

2.5. We reserve the right to refuse to accept your SEED Investment Account or delay accepting your SEED Investment Account. We may need to do this while we will carry out any further checks for the purposes of meeting anti-money laundering obligations.

 

 

  1. SEEDIS INVESTMENTS

3.1. The funds available in the SEED Investment Account will only be used to purchase SEEDIS Investment. We are not obliged to act on any others Instructions or Request by SEEDIS Product Provider or Investor to purchase or payment of any others investments other than SEEDIS investments.

3.2. The Investor irrevocably authorises the Capital Venture Institution:

(i) to act on the Requests of SEEDIS Product Provider, any information or details provided by them in connection with any SEEDIS Investment as being correct and accurate in all respects;

(ii) to withdraw from the SEEDIS Investment for the credit of the SEEDIS investment Account the sum of funds specified by the SEEDIS Product Provider as may be approved by the Board for the purchase of SEEDIS Investment or any part thereof in accordance with in this clause including any SEEDIS Expenses, and notwithstanding an event of death of the Investor to withdraw such funds from his SEEDIS Investment Account for settlement of any money payable in respect of the purchase of any SEEDIS Investment contracted prior to his death and/or any obligations owed to Capital Venture Institution by the Investor;

(iii) to attend to the settlement of any SEEDIS Investment purchased or sold by the Investors and to pay for and/or receive such SEEDIS Investment from the SEEDIS Product Providers;

(iv) We have absolute discretion, to settle and pay for all or any part of the Investors SEEDIS Investments without any further reference to the Investor in the event there are insufficient funds in the Investors SEEDIS Investment Account and/or SEEDIS Normal Account or if any Instruction is not received by us by any stipulated timeline for payment of the same.

 

3.3. Notwithstanding any provision to the contrary herein, we shall be under no obligation to act on any Instruction or Request to purchase or sell any SEEDIS Investments or to disburse any funds from the SEEDIS Investment Account if:

(i) Capital Venture Institution has not received the duly completed and the signed Capital Venture Institution’s standing instruction from Investor for the settlement and processing of transaction in connection with a SEEDIS Investment from Investor;

(ii) there are insufficient funds or investment limits in the SEEDIS Investment Account and the SEEDIS Normal Account to meet the purchase price of any SEEDIS Investment and any SEEDIS Expenses in connection therewith;

(iii) the SEEDIS Investment limit for the SEEDIS Investment Account has been or will be breached under the Regulations;

(iv) there are insufficient SEEDIS Securities in the SEEDIS Investment Account to meet a proposed sale of such SEEDIS Securities, as the case may be;

(v) the Capital Venture Institution does not (for any reason whatsoever) receive any funds from the Board which are required for the purchase of any SEEDIS Investment or the payment of any SEEDIS Expenses with three (3) Business Days from the date the Capital Venture Institution sends an application for such withdrawal to the Board;

(vi) any request for release of funds by the SEEDIS Product Provider is not received within sufficient time for the Capital Venture Institution to process the transaction or payment within any timeline stipulated for the transaction or payment;

(vii) the proposed transaction is in the Capital Venture Institution’s or in the Board’s opinion not practicable; or

(viii) the proposed transaction shall in whatsoever reason not permitted under the Regulations or such law so applicable.

 

3.4. The Capital Venture Institution shall not be obliged to give any prior notice to the Investor of any rejection or non-settlement by the Capital Venture Institution of Instructions or Requests to purchase SEEDIS Investment arising from or SEEDIS Investment Account due to any of the reason in clause 3.3.

3.5. The Capital Venture Institution shall be entitled to make any adjustment to the SEEDIS Investment Account if any SEEDIS Securities or payment therefor are erroneously credited or debited to or from the SEEDIS Investment Account.

3.6. The Investor shall not assign, pledge, charge, use as collateral or as guarantee or in any way encumber the SEEDIS Investment and cash balance in SEEDIS Investment Account.

 

 

  1. CORPORATE ACTIONS

4.1. The Investor shall forthwith upon purchase transfer or cause SEEDIS Securities to be transferred to and registered in the name of the Nominee.

4.2. The Capital Venture Institution and the Nominee shall be under no obligation to attend, speak or vote at any meeting of owners or holders of any SEEDIS Securities or to take any action as regards any subscription, splitting, conversion or other rights or entitlements, affecting or in relation to any SEEDIS Securities or any merger, consolidation, reorganisations, receiverships, bankruptcy or insolvency proceedings, compromise or arrangement of an issuer of any SEEDIS Securities or any other action whatsoever affecting to any SEEDIS Securities (“Corporate Action”).

4.3. The Capital Venture Institution shall be entitled to disregard fractional entitlements of the Investor in respect of any SEEDIS Securities in the SEEDIS Investment Account. Where such fractional entitlements are aggregated with other similar entitlements and delivered to the Capital Venture Institution and/or Nominee as additional entitlements, the Investor authorises the Capital Venture Institution and/or Nominee to deal with such additional entitlements in any manner the Capital Venture Institution and/or the Nominee thinks fit and utilise the proceeds thereof in such manner as the Capital Venture Institution thinks fit. The Investor waives any right attributable to such fractional entitlements including any right to proceeds thereof.

4.4. It is the Investors responsibility to confirm his acceptance or rejection of any Corporate Action notified by the Capital Venture Institution to the Investors at least five (5) Business Days prior to the due date given by the Depository, any issuer or registrar of the Securities (as the case may be) failing which, the Capital Venture Institution may in its discretion not take any action or take any action as it deem fits in respect of any Corporate Action and shall have no liability for any such tenure to act or for any action taken by it.

4.5. The Capital Venture Institution may (but is not obliged to) make any payment on the Investors behalf in connection with any Corporate Action and if the Capital Venture Institution does not receive sufficient funds by the due date or within the time required for settlement to meet any shortfall the SEEDIS Investment Account, the Capital Venture Institution shall have the right to sell or liquidate the SEEDIS Investments at such price(s) and in such quantities as the Capital Venture Institution may determine to reimburse itself for monies owing to it under the SEEDIS Investment Account.

4.6. The proceeds of any entitlement in respect of any SEEDIS Securities received by the Capital Venture Institution will be credited to the SEEDIS Investment Account within three (3) Business Days after the Capital Venture Institution receives the same.

 

 

  1. REFUND TO SEEDIS NORMAL ACCOUNT

5.1. The Investor may instruct the Capital Venture Institution to refund any funds in his SEED Investment Account to the SEED Normal Account provide that:

(i) three (3) Business Day’s prior written notice is given to the Capital Venture Institution to effect the refund; and

(ii) there are sufficient funds in the Investors SEED Investment Account for the Refund to be effected.

 

5.2. If the amount of the funds which Investor instructs the Capital Venture Institution to refund to his SEED Normal Account is less than the funds available in his SEED Investment Account at the time the Capital Venture Institution receives instructions to effect the fund, the instruction to refund shall be deemed cancelled.

 

 

  1. FEES AND CHARGES

6.1. The Investor agrees to pay to the Capital Venture Institution on demand all fees charges and monies, including any fees and charges as stated in the Capital Venture Institution’s pricing guide, owing by the Investor to the Capital Venture Institution or incurred by the Capital Venture Institution on the Investors as agreed between the Investor and the Capital Venture Institution, such fees to be payable both before as well as after any judgement.

6.2. The Capital Venture Institution may at any time at its absolute discretion and upon written notice to the Investors, change the prevailing rate and/or amount of any charges or fees payable by the Investor as stated in the Capital Venture Institution’s pricing guide. Such change(s) shall take effect from the date stated in the notice, which in most instances, shall be no less than thirty (30) days from the date of notice.

6.3. The Capital Venture Institution may debit the Investors account(s) with the Capital Venture Institution with the full amount of any charges and fees (including without limitation, any fees and charges of such amounts as stated in the Capital Venture Institution’s pricing guide), cost and expenses (including without limitation, all legal fees and expenses on a full indemnity basis), and taxes payable by the Investors to the Capital Venture Institution in respect of the Services and any liability of any nature arising in respect of the SEED Investment Account.

6.4. All fees charges and monies shall be payable by the Investor in full without any setoff or counterclaim free and clear of any deduction of present or future taxes, levies or withholdings.

6.5. All fees charges and monies payable by the Investor are exclusive of any goods and services tax which shall (where applicable) be paid by the Investor in addition to any other sums payable.

6.6. The Capital Venture Institution may at its absolute discretion pay interest on monies in the SEED Investment Account at such rate or rates as determined by the Capital Venture Institution from time to time. Any interest in the SEED Investment Account may not be withdrawn but shall be credited to the SEED Normal Account in accordance with these Terms and Conditions.

 

 

  1. CLOSING OF SEED INVESTMENT ACCOUNT

7.1. The Investors shall provide written instructions to the Capital Venture Institution to close the SEED Investment Account and:

(i) instruct the Capital Venture Institution to transfer the SEEDIS Investments and any funds SEED Investment Account to another Appointed Agent Capital Venture Institution selected by the Investor;

(ii) sell any of the SEEDIS Investment Account. The Capital Venture Institution is authorised by the INVESTORS to credit the proceeds of such sale to the SEEDIS Investment Account; and

(iii) comply with such procedures as the Capital Venture Institution may determine from time to time at its sole discretion.

(iv) Refund can only be request or made by the Investors after a fully one year term maintaining the SEED Investment Account from the date of opening this account.

 

7.2. The Capital Venture Institution may close the SEED Investment Account at any time:

(i) upon giving thirty (30) days prior written notice to the Investor, without liability or disclosing or assigning any reason to the Investor;

(ii) upon giving to the Investor 7 working days notice in the event of a breach by the Investor of these Terms and Conditions; or

(iii) upon being notified by the board that the Investor has satisfied any grounds for withdrawal of the funds in the SEED Investment Account, and unless otherwise instructed by the Investor, the Capital Venture Institution shall have the authority to forthwith transfer the SEEDIS Securities in the SEED Investment Account to the Investors.

 

7.3. In the event any instruction received by the Capital Venture Institution to close the SEED Investment Account the Capital Venture Institution may do one or more or all of the follows:

(i) forthwith within reasonable time effect cessation of process or comply with any Instructions and/or any Requests except for any outstanding Instructions and/or Requests which the Capital Venture Institution may in its discretion complete processing;

(ii) refund all funds in the SEED Investment Account to the Board for credit of the SEED Normal Account after the deduction of any monies, charges, expenses, levies, tax, duties, etc in accordance with these Terms and conditions or in accordance to regulatory law which shall then be effective;

(iii) transfer the SEEDIS Investment and the funds in the SEED Investment Account to another Appointed Agent Capital Venture Institution selected by the Investor. In the absence of such selection the Capital Venture Institution shall, subject to the Board’s approval, sell the SEEDIS Investments at the prevailing market price and transfer the proceeds and any funds in SEED Investment Account after the deduction of any monies in accordance with these Terms and Conditions. The Capital Venture Institution shall not be liable to compensate the Investor for any losses and expenses suffered and or incurred thereby.

 

7.4. Notwithstanding the above, any SEEDIS Securities which are listed and suspended from trading may not be transferred out of the SEED Investment Account until such suspension is lifted.

7.5. The Investors executor or administrator lawfully empowered as legal representative shall be the only persons recognised by the Capital Venture Institution as the Investors successor in the event of the Investors’ death. Upon the Investors’ death the Capital Venture Institution shall be entitled to freeze the Investors’ SEED Investment Account until such time the Investors successor produces a grant of probate or letters of administration.

 

 

  1. STATEMENTS OF ACCOUNT

Investor can view their monthly (“Statement of Account”) through website. The Investor agrees to verify the correctness of all details contained in each Statement of Account of any discrepancies, omissions or errors therein. Upon the expiry of the period, the details in the Statement of Account shall be conclusive against the Investor except as to alleged errors so notified but subject always to the Capital Venture Institution’s right to correct any errors contained therein at any time notwithstanding such acceptance by the Investor.

 

 

  1. COMMUNICATIONS

9.1. The Investor shall provide us with written through email, telephone or post notice of any change in the Investors address and particulars.

9.2. Any statement, advice, confirmation, notice, demand and all other correspondence by us under these Terms and Conditions (“the Correspondence”) shall be served on the Investor (or the Investors personal representatives) personally by sending it to the Investors address or e-mail address registered with the us. The Correspondence shall be deemed to have been delivered on the day it was delivered personally or sent by post on the day following posting.

9.3. The Capital Venture Institution may at its absolute discretion communicate with the Investor via e-mail at Investors’ request. The Investors acknowledges that e-mail is not a secure means of communication. Third parties including but not limited to service and network providers may be able to gain access to communication transmitted from or the Investors via e-mail. Neither the Capital Venture Institution nor its officers or employees will be liable to the Investors for any loss or damage suffered by the Investor, directly or indirectly, as a result of the disclosure of any information transmitted via e-mail to or from the Investor or the non-receipt of any such communication by the Capital Venture Institution or the Investor, as the case may be, for any reason whatsoever, including but not limited to breakdown, malfunction of computer, terminal or communication lines or link or equipment whether or not belonging to the Capital Venture Institution.

 

  1. DISCLOSURE OF INFORMATION

10.1. The Investor consents to and authorises the Capital Venture Institution and its officers, employees and agents to transfer and disclose information relating to the Investor and the Investors accounts with the Capital Venture Institution, including the SEED Investment Account, to:-

(i) any third party wherever situate as the Capital Venture Institution may consider necessary in order to give effect to any Instruction or Requests;

(ii) any Nominee, SEEDIS Product Provider, the Board, share registrar, issuer of SEEDIS Securities and/or any securities exchange;

(iii) any of the branches, related companies, representative offices, affiliates and agents of the Capital Venture Institution wherever situate;

(iv) any service provider to which the Capital Venture Institution has outstanding its services and to any third party which markets the Capital Venture Institution’s products and services for confidential use as the Capital Venture Institution may in its absolute discretion consider necessary to disclose; and to disclose any information as may be required by applicable law, court, regulator or legal process.

 

10.2. Without prejudice to the generality of the foregoing, where the Capital Venture Institution is a member of any credit bureau, the Investor authorises the Capital Venture Institution to transfer and disclose to any such credit bureau, any information relating to the Investor and/or any of the Investors Accounts with the Capital Venture Institution, including the SEED investment Account and for such purposes as may be permitted under or pursuant to law applicable to industry in relation to SEEDIS.

 

 

  1. PERSONAL DATA

We respect the confidentiality of Personal Data and privacy of individuals and is committed to complying with law in relation to Personal Data protection. We will keep and safeguard the confidentiality of your Personal Data, whether you interact with us personally, by telephone or mail, over the Internet or other electronic media. We hold Personal Data in a combination of secure computer storage facilities and paper-based files and other records and take steps to protect the Personal Data we hold from misuse, loss, unauthorised access, modification or disclosure. The Investor agrees that we may use any Personal Data details that have provided to us or SEEDIS Product Provider, for services or operational reason.

 

 

  1. AUTHORITY

12.1. The Investor authorises the Capital Venture Institution to accept and act on Instructions given in writing, verbally, by telex, facsimile or electronic mail and the Capital Venture Institution shall not liable to the Investor for acting upon such Instructions in good faith. The Capital Venture Institution shall neither be liable for acting upon such Instructions nor be obliged to investigate the authenticity of such Instructions or verify the accuracy and completeness or such Instructions. Such Instructions shall be deemed to be irrevocable and binding on the Customer upon the Capital Venture Institution’s receipt notwithstanding any errors, fraud, forgery, lack of clarity or misunderstanding in respect of the terms of such Instructions. The Capital Venture Institution shall be entitled but shall not be obliged to verify any instructions given by any means as it deems fit.

12.2. Notwithstanding the above the Capital Venture Institution may, in its sole discretion, refuse to execute any Instructions which are not given to the Capital Venture Institution in writing without assigning any reason therefor.

12.3. The Investor consents to the recording of any verbal Instructions to the Capital Venture Institution to provide a record of the Investors Instructions. The Investor accepts the Capital Venture Institution’s records of transactions as conclusive and binding for all purposes.

12.4. If the Investor is overseas and/or unable to give Instructions to the Capital Venture Institution under these terms and conditions for any reason, the Investor shall forthwith appoint another person to act on his behalf by way of a power of attorney subject to the approval from Board. A certified true copy of executed power of attorney must be submitted to the Capital Venture Institution.

 

 

  1. EXEMPTION FROM LIABILITY

13.1. Neither the Capital Venture Institution nor any of its employees or Nominees shall be liable as a result of acting or failing to act except in the case of the Capital Venture Institution’s gross negligence or wilful default. The Capital Venture Institution shall have no liability to the Investor for any indirect, incidental or consequential loss or damages (including loss or profit) even if advised of the possibility of such loss or damages.

13.2. The Capital Venture Institution shall not be liable for any failure to problem any obligation under these terms and conditions is such performance would result in it being in breach of any law, regulation or other requirement of any government of any governmental or other authority, as it shall determine.

13.3. The Capital Venture Institution shall not be responsible or liable for any expense, loss, damages, liability or other consequence suffered or incurred by the Investor:

(i) for acting or omitting act in good faith on the Investors Instructions or SEEDIS Product Provider’s Requests;

(ii) for any loss or damage caused by any delay or failure in any transmission or communication facilities;

(iii) arising from any irregularity or forgery of any cheques or other documents collected by the Capital Venture Institution for the Investor;

(iv) arising from the Capital Venture Institution inability to detect inadequate authenticity of any Instructions or Requests;

(v) arising from the Investors omission, negligence, default or misconduct;

(vi) arising from the Capital Venture Institution’s reliance on any inaccurate or erroneous information or details provided by any SEEDIS Product Provider;

(vii) for any act or omission (including any gross negligence or wilful misconduct) or bankruptcy or insolvency of any Nominee. SEEDIS Product Provider, counter party, third party or agent used by the Capital Venture Institution;

(viii) for any circumstances caused by force majeure events or any such events not within foreseeability or control of Capital Venture Institution.

 

 

  1. INDEMNITY

The Investor shall indemnify the Capital Venture Institution, its officers, employees, nominees and agents promptly on full indemnity basis from and against all claims, demands, actions, suits, proceedings, orders, losses (direct or consequential) damages, costs and expenses (including all legal fees on a full indemnity basis) and all other liabilities of whatever nature or description howsoever arising which the Capital Venture Institution may sustain or incur directly or indirectly in connection with the execution, performance or enforcement of any of these Terms and Conditions including without limitation:

(i) the operation of the SEED Investment Account;

(ii) the provision of any Service by the Capital Venture Institution to the Investor;

(iii) the Capital Venture Institution taking, relying and acting upon or omitting to act on any Instructions given or purported to be given by the Investor or by any SEEDIS Product Provider, regardless of the circumstances prevailing at the time of such Instructions or the nature of the transaction and notwithstanding any error, misunderstanding, fraud or lack of clarity in the giving receipt or the contents of such Instructions;

(iv) the Investors breach of anyone or more provisions of these Terms and Conditions; and

(v) the Capital Venture Institution using any system or means of communication or transmission in carrying out the Instructions.

 

  1. SET-OFF

In addition to any general lien or similar right to which the Capital Venture Institution may be entitled by law, the Capital Venture Institution shall be entitled at any time and without notice to the Investor to set-off any amount standing to credit of SEED Investment Account against any fees charges or monies owing to the Capital Venture Institution by Investor.

 

 

  1. APPLICATION OF OTHER TERMS

In addition to these Terms and Conditions, where the Services are made available to the Investor by the Capital Venture Institution on separate terms, those terms shall be read in conjunction with these Terms and Conditions. In the event of any conflict, the specific terms applicable to the relevant services shall apply.

 

 

  1. AMENDMENT

17.1. The Capital Venture Institution may at any time at its absolute discretion and upon written notice to the Investor, change any one of these Terms and Conditions. Such change(s) shall take effect from the date stated in the notice, which in most instances, shall be no less than thirty (30) days from the date of the notice. If the Investor does not accept such variations, amendments or modifications, the Investor shall forthwith discontinue use of the Services and Instruct the Capital Venture Institution to close the SEED Investment Account in accordance with clause 7. Where the Investor continue to use the Service(s) after such notification, the Investor shall be deemed to have agreed with and accepted the amendments.

17.2. The Capital Venture Institution may notify the Investor of any changes to these Terms and Conditions by:

(i) publishing such changes in the Statements of Account to be sent to investor;

(ii) displaying such changes at the Capital Venture Institution’s branches

(iii) posting such changes on the Capital Venture Institution’s website;

(iv) electronic mail or letter;

(v) publishing such changes in any newspapers; or

(vi) such other means of communication as the Capital Venture Institution may determine in its absolute discretion.

 

 

  1. WAIVER

No failure or delay by the Capital Venture Institution in exercising or enforcing any right or option under these Terms and Conditions shall operate as a waiver thereof or limit, prejudice or impair the Capital Venture Institution’s right to take any action or to exercise any right as against the Investor or render the Capital Venture Institution responsible for any loss or damage arising therefrom.

 

 

  1. SEVERABILITY

If anyone or more of the provisions in these Terms and Conditions are deemed invalid, unlawful or unenforceable in any respect under applicable law, the validity, legality and enforceability of the remaining provisions of these Terms and Conditions shall not in any way be affected or impaired.

 

 

  1. THIRD PARTY RIGHTS

A person who is not a party to any agreement governed by these Terms and conditions has no right under law to enforce any of these Terms and Conditions as against the Capital Venture Institution. In any such event that a third party shall cause enforcement of any rights against the Capital Venture Institution, the Investors shall be liable to indemnify the Capital Venture Institution accordingly for all such losses, damages, expenses, costs, interests, etc.

 

 

  1. APPLICABLE LAW AND JURISDICTION

These Terms and Conditions shall be governed and construed in all respects in accordance with the law of Cambodia but in enforcing these Terms and Conditions the Capital Venture Institution is at liberty to initiate proceeding or otherwise against the Investor in Cambodia or elsewhere as the Capital Venture Institution may deem fit. The Investor agrees that where any actions or proceedings are initiated in Cambodia, the courts in Cambodia shall have jurisdiction to hear any dispute arising out of or in connection with these Terms and Conditions and the Investor shall irrevocably submit to the jurisdiction of the courts of Cambodia.

 

 

  1. FATCA POLICY

The Capital Venture Institution’s Foreign Account Tax Compliance Act (FATCA) Policy (the “FATCA Policy”) forms part of the terms and conditions governing the Investors relationship with the Capital Venture Institution established under these Terms and Conditions. The FATCA Policy shall be binding on the Investor and the Investors agrees to comply with and adhere to the FATCA Policy, which is accessible at www.seedgroup.info or available on request.