Bid & Offer Terms

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1. Introduction
 

PH BRIO ONLINE & RETAILS SERVICES LIMITED shall be hereinafter  referred to as "Bornbrio" and the participating individuals shall be hereinafter referred to as "Bidders/Lenders" and "Campaigners". The person creating the campaign shall be referred to as "Campaigner" and Investors placing bids or offers on campaign shall be referred to as Bidders ( Private Placements) or Lenders (P2P Loans). The highest bidders  for equity and the most preferred lender for P2P Loans shall hereinafter be referred to as the buyers or purchasers. All terms that are not mentioned in this document shall be governed as per the Highest bid rules generally accepted as an industry practice.


2. Copyrights & Confidentiality
 

The Bidder and Lender acknowledge and agree that wherever applicable, the content, including but not limited to text, software, music, sound, photographs, graphics, video, or other material contained in Website, including advertisements or information is protected by domestic and international copyrights, trademarks, service marks, patents, or other proprietary rights and laws. The Bidder/ Lender is permitted to utilize this material and information only for personal use, and shall not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express authorisation. Bornbrio shall not be held liable for any misuse or infringement of any confidentiality or copyright by the bidder/lender, and the bidder/lender shall be solely liable for any damages, claims, actions, etc. for infringement or violation of the same. Bornbrio reserves the right at its sole discretion to terminate the access of the bidder/lender to the Website, if the bidder/lender violates the provisions of this clause.


3. Jurisdiction
 

Only the Courts at Bangalore shall have the exclusive jurisdiction to entertain any dispute arising out of or in connection with this agreement.


4. Bids and Offers
 

By bidding for Private Placements or Offering P2P Loans you agree to be bound by the conditions included in the item’s description (or link which forms the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. If the campaigners on the site do not make the required disclosures, it is your responsibility to independently verify with the campaigners. You are also required to comply with the Foriegn Investment, Foriegn Exchange and other regulatory frameworks in your country of residence and the country of the residence of the campaigner. 

All bids/ offers on the Site are a firm commitment to purchase. If you are the highest/ Selected bidder as per the terms, at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller, you are obligated to complete the transaction. Bids may be increased in price or volume but may not be withdrawn. Bids cannot be cancelled. Bids will be valued in the chosen currency at the exchange rate on that day and decision of Bornbrio shall be final. All P2P Loan offers are obligations, subject to submission of the all related documents and cannot be withdrawn. 

 

It is a crime to use a false name, other false personal information or known invalid credit card to bid. Will-fully entering erroneous or fictitious bids may result in prosecution by Bornbrio. 

In the event of Dual Winners , the bidder who has been chosen by the Campigner based on the principles of the bids and the terms specified in the offer, will be rightful Winner, and beyond that there is no liability. 

Private Placements bids can only be placed by Individuals approved by Bornbrio. Your subscription as an investor with all required documents submitted shall be the base criteria for permission to bid for Private Placements. Investor plan requires you to declare that you understand the risk of private Placements and are willing to bear the risk of investments in startups by yourself. Please go through the website Privacy Policy and Terms of Service. Contributions to angel funds being syndicated online require a minimum investment of USD 40,000, however, investment in individual companies undertaking private placements can be anything in your capacity as a private investor. All private placements are being done directly by the company or concerned anchor investor and you are responsible to take an independent opinion before investment. Bornbrio is not a public exchange undertaking due diligence as per SEBI/ SEC/ Equivalent body's guidelines. P2P Loan offers can be made by any company registered in any legal jurisdiction with the Tax ID and/or registration number.

P 2 P loan offers are selected by borrower based on the amount and interest rate. The borrower is obligated to accept the offers closest to either the amount required or the rate of interest requested. 


5. Priority in Bidding
 

In Order to qualify and be identified as a successful  bid, the following priority parameters will be followed :

(a) Price : The higher price bids always supersedes the lower price bids.

(b) Time : Between bids of the same price, the bid, which was placed prior in point of time,  shall supersede.

Bornbrio’s decision on the success or otherwise of a bid shall be final and binding. It reserves the right to reject or void bids, whether winning or not, that it deems not to have been made in good faith, or that are restricted or prohibited.


6. Force Majeure
 

Bornbrio/Owner shall not  be liable for any failure or delay in performance due to any reason / cause beyond their control including fires, floods, go-slow, lock-out, closure, pestilence, dispute with staff, dislocation of normal working conditions, war, riots, epidemics, political upheavals, government action, civil commotion, breakdown of machinery including technical failures, shortage of labour, acts demands or otherwise or any other cause or conditions beyond the control of aforesaid cause or not and the existence of such cause or consequence may operate at the sole discretion of Bornbrio / Owner to extend the time of performance on the part of Bornbrio / Owner by such period as may be necessary to be necessary to enable Bornbrio/Owner to effect performance after the cause of delay  will have cause exist. The provisions aforesaid shall not be limited or abrogated by any other terms of the contract whether printed or written.


7. Procedure of  e-Auction / P2P Loan Offers
 

(a) All intending bidders/lenders and buyers for participating in E-Auction will have to register on line and obtain the required subscription.   All intending bidders and buyers should fill in the relevant offer details online and pay the deposit prescribed.

(b) On completion of registration  and subscription bidders/lenders will be able to access the campaign floor with the the user id and password they have chosen at the time of registration. 

(c) A bid/offer once given cannot be retracted.


8. Bidding Value
 

Private Placements: Each bidder will  declare his value of bid ( which can not be viewed  by any bidder ). This value of the bid may be enhanced by the bidder at any time before the closing of the auction by placing another bid. 

Debt: Each lender will offer the maximum amount along with the interest rate. This cannot be changed once the offer has been submitted.

 

The campaigns will be marked "closed" or "Successful" after closing of the campaign and automatic intimation to the concerned buyer will be sent on line for making  payment as detailed in the subsequent paras.


9. Payment for accepted Bids
 

(a) All payments are to be made directly to the campaigners by Bank Transfer. The buyers and Campaigners will need to confirm the transfers for release of any deposit held by the company. 

(b) The bid value/ loan offer together with all taxes as applicable shall have to be paid by the successful bidder. The payment cannot be staggered.

 

10. Highest Bids and Pricing of Issue ( Private Placements)

n1 shares bid at s1 price

n2 shares bid at s2 price

n3 shares bid at s3 price

Total number of shares = n1+n2

The price of issue will be s= (n1*s1+n2*s2)/(n1+n2).

If the total number of shares available are lesser than n1+ n2 ; The

highest bidder will have the first right and lower will have second.

 

11. Successful and Unsuccessful Campaigns and Impact on Bids ( Private Placements)

Successful campaigns are the campaigns where the total amount bid by various investors is equal to or greater the amount being raised or targeted and all other conditions of the bid have been met by the winning bidders. 

Unsuccessful campaigns are the campaigns where the total amount bid is less than the target or other conditions such as Maximum shareholders have not been met. In such cases all the bids received shall be cancelled. 

 

11. Successful and Unsuccessful Campaigns ( P2P Loans)

Successful campaigns are the campaigns where at least one offer has been made. Unsuccessful campaigns are the campaigns where no offers have been made. 




A Base Fees is applied to process the campaigns. Campaigner pays an amount of USD 200 for private placements and USD 25 for P2P Loans. Investors placing the bid are required to pay a fees of USD 25 for private placement bids and USD 5 for P2P Loan offers.

A Success Fees is applicable on closure of the deal and covers related paper work. A fees of of 2% is applied on Private Placements and 1% on P2P Loans. These transfers at the closure of the campaign and before the paper work is processed.

Legal & Statutory Costs : All legal costs related to the deal are required to be covered by the parties entering the deal.

Deposit: A refundable deposit of 0.5% of the amount being bid or offered  is applicable on bids/offers. The base fees is adjusted and the balance amount is refunded after completion of the campaign.