KapTable Holdings Private Limited Marketplace Terms & Conditions
29 July 2021
Throughout this Agreement references to
(i) “we”, “our”, “KHPL”, and “us” is to KapTable Holdings Private Limited and any of our subsidiaries or affiliates; and
(ii) “you” and “your” is to you as a natural person or the institution you represent, registered with KapTable Holdings Private Limited, as applicable
(iii) “Website” or “website” or “KHPL Website” refers to the website hosted on www.KapTable.co
(iv) “Buyer” means you acting in your capacity as defined under (ii) who has agreed to purchase the shares from the Seller
(v) “Seller” means you acting in your capacity as defined under (ii) who has agreed to sell the shares to the Buyer
(vi) “MarketPlace”, “Market” and “Online Market” refers to platform provided on KHPL website which brings together Sellers and Buyers
(vii) “KHPL Agreements” refers to the “Terms and Conditions” and any other Agreement or notices that have been provided to you by us
These Terms & Conditions set out the general terms and conditions governing your use of the MarketPlace. They apply to you as soon as you first use the MarketPlace and you are deemed to have agreed to be bound by them upon your first use of the MarketPlace. If you do not wish to be bound by these Terms & Conditions, please do not use the MarketPlace.
2. Relationship to KHPL Agreements
This MarketPlace Terms & Conditions are an additional agreement that apply to you if you choose to participate either as a Buyer or Seller on the Marketplace on KHPL website. You will continue to be bound by KHPL Agreements that have also been previously agreed by you by your continued usage of our Website.
3. Use of the MarketPlace
The MarketPlace acts as a listing platform where you as a Seller can list shares you wish to sell and where you as Buyer can express interest in buying such shares.
Your obligations as a Seller– You acting as a Seller, agree to the following:
- To provide the name of The Company in which you are selling shares (“The Company”) and that this may be made visible to Users of the MarketPlace
- To provide the number of shares you wish to sell (“Quantity”)
- To provide the length of time you want your listing to be active on our MarketPlace (“The Listing period”). Our standard Listing period is 65 business days
- To provide the minimum price that you will accept per share (“Reserve Price”). KHPL reserves the right to amend, in consultation with you, the Reserve Price before The Company goes live on our MarketPlace
- To prove, if required, that you have the legal ownership or are authorized to sell the shares in the Company
- To abide by KHPL’s chosen allocation policy, which will be communicated to you if the demand for shares in The Company exceeds the Quantity that you wish to sell at the end of The Listing Period
- That if demand for your shares in The Company does not exceed the Quantity by end of The Listing period, KHPL and Seller will mutually agree to either extend The Listing Period or complete the sale to Buyers for the Quantity for which Expressions of Interest have been received
- If The Company already has a listing active in the KHPL market, you agree that
- The Reserve price will be the same for all Sellers
- Priority of fulfilling Buyer orders will be given to the Sellers who became active first on the market
- To provide any other information that KHPL requests for, which in its belief is required for the successful completion of a sale
- You will solely be responsible for paying taxes, if any, that arise from the sale transaction
- To pay the Fees to KHPL as described in clause 5 upon Transaction Closure
- KHPL may, if it so chooses, instruct the Buyer the transfer proceeds to you net of fees. You will be informed of the same prior to KHPL taking such an action
- If you choose to withdraw The Company shares from the MarketPlace you may be liable to pay the Break Fees as described in clause 6 of this agreement
Your obligations as a Buyer– You acting as a Buyer, agree that
- Your expression of interest on the MarketPlace, creates a legally binding agreement between you, the Seller and KHPL
- You will be solely responsible for seeking approvals from regulatory authorities or your Employer if such approvals are required for a purchase on our MarketPlace. KHPL will assist in reasonable information requests in conjunction with the Seller
- Your expression of interest will be provided via the Marketplace and no other medium
- The number of shares allocated to you may be reduced in situations wherein the demand for shares exceed the Quantity of shares being sold by the Seller
- You will transfer funds for the purchase of shares, without any withholding for taxes or any other deductions via a bank transfer to the bank account specified by KHPL
- If you choose to withdraw your Expression of Interest in shares before the closure of the sale, you may be liable to Break fees as discussed in clause 6 of this agreement
- If the seller requests that the sale be completed prior to all the Quantity being sold, your consent will be required prior to proceeding to closure
Please note that you are solely responsible for making decisions to sell or buy shares on the KHPL MarketPlace.
KHPL may choose to deactivate your access of the MarketPlace if it believes that your continued access to the MarketPlace is detrimental to the financial interests, regulatory interests, or reputational interests of KHPL and/or other users of the platform.
4. Closure of Transaction
We define the closure of a Transaction as on the completion of ALL of the following:
In case of companies registered in India which have Physical Shares
- The Buyer has transferred the agreed upon Transaction value to the Seller (gross or net of fees as agreed in each case between Buyer, Seller and KHPL)
- The Seller has executed the Share Transfer Agreement for the Requisite number of shares to the Buyer
- and such a transfer has been acknowledged by the Company
- When the filings for such transfer has been filed with the Registrar of the Companies
In case of companies registered in India which have Demat Shares
- Buyer has transferred the agreed upon Transaction value to the Designated Escrow Account
- The Buyer provides his Demat Account number to KHPL and the seller
- The Seller transfers the requisite number of shares from his account to the Buyer’s account
- After verification by KHPL, the Escrow provider will release the transaction value net of fees to the Seller
For companies registered outside India
- Each jurisdiction has specific regulations and we will inform the buyer and seller about the bespoke steps in each situation
After a Closure of Transaction on KHPL Marketplace we will charge a fee of 5% of the Transaction Value plus any applicable taxes at the time of closure of the trade from the proceeds realized by the Seller.
We calculate Transaction Value as the product of
- The Number of shares being sold (“Quantity”) by each seller
- The price at which the shares are being sold, which can be higher than the “Reserve Price”
In situations wherein, a portion of the total Quantity of Shares is being transacted, we will charge our fees and due taxes on the appropriate pro-rated Transaction Value each time a Transaction Closure event occurs.
Payment of Fees
- We will charge our Fees in Indian Rupees along with applicable taxes. In case of Transactions in shares of companies outside India, we will charge our fees in equivalent Indian Rupees as on the Day of the Transaction Closure
- We typically recover our fees from the sale proceeds and the net value is transferred to the Seller, but in instances where the fees are due from the Seller, all fees payments are to be made within 5 business days of demand by KapTable Holdings Private Limited after the closure of the Transaction
- We retain the right to recover our fees first from any future transaction that you may be contemplating within our platform with penal interest, charged at 3% per month starting 20 business days from the date of fee demand
6. Break Fees
We will be forced to charge a Break fee in situations where the Seller or the Buyer is unable to complete the transaction.
Seller initiated Break Fee
In situations where the Seller decides to not sell all or part of the Quantity of shares which were planned to be sold on the MarketPlace, we will charge a break fee equivalent to 5% of the Transaction Value which has been foregone along with applicable taxes.
No Break fees will be applicable if at the end of the listing period, the Seller still has shares which are unsold on the MarketPlace.
In situations where the Buyer has decided to not proceed with the transaction, if the transaction is oversubscribed and the withdrawal by the Buyer will not cause the Seller to have unsold Quantity, there will be no Break Fees applied.
In all other situations where the Buyer would like to withdraw his bid, we would charge a Break fee equivalent to 5% of the Buyer’s bid amount.
Payment of Break Fees
- All Break fees payments are to be made within 5 business days of demand by KapTable Holdings Private Limited
- We retain the right to recover our fees first from any future transaction that you may be contemplating within our platform with penal interest, charged at 3% per month starting 20 business days from the date of break fee demand
Waiver of Break Fees
All requests for Waivers of Break fees should be addressed to admin@KapTable.co and will be taken on a case to case basis.
7. Disclaimers and Warranties
The content of any KHPL Website and all services and products associated with any KHPL Service or otherwise provided by KHPL are provided to you on an “as-is” and “as available” basis. Except as explicitly set forth herein, KHPL makes no representations, warranties or guarantees of any kind, express or implied,
- as to the operation of any KHPL Website or KHPL Service, fitness for any particular purpose or non infringement of those operations; or
- as to the content provided on any KHPL Website or received through any KHPL Service including with respect to the accuracy, reliability or completeness of the content on any KHPL Website or any KHPL Service, whether such content is provided by KHPL or by a user of any KHPL Website or KHPL Service, and KHPL expressly disclaims any representations, warranties or guarantees of any kind, express or implied, of noninfringement or fitness for a particular purpose of that content.
You expressly agree that your use of any KHPL Website or KHPL Service is at your sole risk
If you wish to communicate with us about anything related to these Terms & Conditions, you may do so by sending an email admin@KapTable.co
From time to time we may update these MarketPlace Terms & Conditions, for example to make it easier to understand, to comply with legal or regulatory requirements, keep up with industry developments, reflect changes to our business, products, or services, or in respect of matters that do not affect your substantive rights. If we make a change that affects any of your substantive rights, we will notify you of the amendment or amendments at least 10 working days before they take effect with respect to you. Such notification may occur by email, by notice to you when you log onto the platform or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but you will not be permitted to use the MarketPlace.
10. Governing Law
This Agreement and your obligations hereunder, shall be governed by, and construed and interpreted in accordance with the laws of the Republic of India. You hereby agree submit to the exclusive jurisdiction of the courts of New Delhi in any action suit or proceeding based on or arising under this Agreement.