CROWDFUNDING AFSL PTY LTD
ACN 625 510 652
PLEASE READ THIS LEGAL NOTICE CAREFULLY
This legal notice is issued by CROWDFUNDING.COM.AU Pty Ltd (ACN 622 177 824) (“Crowdfunding”, “We”, “Us”), and applies to the entire contents of the website under the domain name "www.crowdfunding.com.au" (“Website”), and to any correspondence by e-mail between Crowdfunding and you. Please read the following terms and conditions carefully before using the Website.
1. By accessing or using the Website, regardless of whether or not you are a registered user, you accept these terms and conditions in full. If you do not accept this legal notice in full, you should leave the Website immediately.
2. Crowdfunding may revise this legal notice at any time by updating this page. You should check the Website from time to time to review if any changes have taken place as they will be binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on other pages at the Website.
3. By accessing any page on the Website including any information in a private data room, you recognise and acknowledge the competitive value and confidential nature of all the information in the data room and agree that:
(a) all information available on the page or in the data room is confidential and should not be released/disclosed to any other party or reproduced or used in any way other than for you to assess whether an offer is an appropriate investment for you; and
(b) you will take all reasonable steps to protect the confidential nature of the information.
Confidential information does not include information which is generally known to the public or is in the public domain other than as a result of a breach of confidentiality.
4. Subject to paragraph 3, you are permitted to print and download extracts from the Website for your own use only on the following basis:
(a) no documents or related graphics on the Website are modified in any way;
(b) no graphics on the Website are used separately from the corresponding text; and
(c) Crowdfunding's copyright and trade mark notices and this permission notice appear in all copies.
5. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by Crowdfunding (or its licensors). For the purposes of this notice, any use of extracts from the Website other than in accordance with paragraph 4 for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website.
6. Subject to paragraph 4, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Crowdfunding's prior written permission.
7. Any rights not expressly granted in these terms are reserved.
8. While Crowdfunding endeavours to ensure that the Website is normally available 24 hours a day, Crowdfunding shall not be liable if for any reason the Website is unavailable at any time or for any period.
9. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Crowdfunding's control.
Visitor material and conduct
11. You are prohibited from posting or transmitting to or from the Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
12. You may not misuse the Website (including, without limitation, by hacking).
13. Crowdfunding shall fully co-operate with any law enforcement authorities or court orders requesting or directing Crowdfunding to disclose the identity or locate anyone posting any material in breach of paragraphs 11 or 12.
Links to and from other websites
14. Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. Crowdfunding has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. Crowdfunding therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
15. If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate without express written permission from Crowdfunding, any part of the Website, and subject to the following conditions:
(a) you do not remove, distort or otherwise alter the size or appearance of the Crowdfunding logo;
(b) you do not create a frame or any other browser or border environment around the Website;
(c) you do not in any way imply that Crowdfunding is endorsing any products or services other than its own;
(d) you do not misrepresent your relationship with Crowdfunding nor present any other false information about Crowdfunding;
(e) you do not otherwise use any Crowdfunding trade marks displayed on the Website without express written permission from Crowdfunding;
(f) you do not link from a website that is not owned by you; and
(g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
16. Crowdfunding expressly reserves the right to revoke the right granted in paragraph 15 for breach of these terms and to take any action it deems appropriate.
17. You fully indemnify Crowdfunding for any loss or damage, including indirect and consequential loss or damage, suffered by Crowdfunding or any of its group companies for breach of paragraph 15.
18. Unless stated otherwise, all offers on the Website are only available for investment by Australian Retail Investors who are fully registered with Crowdfunding. Full registration includes verification of your identity and confirmation of your wholesale status as required by Crowdfunding.
19. Each registration is for a single user only. Crowdfunding does not permit you to share your user name and password with any other person nor with multiple users on a network.
20. You are solely responsible for the security of any passwords associated with your registration.
21. Any information on the Website relating to an offer is of a general nature and does not purport to be complete, nor does it contain information which would be required in a prospectus or disclosure document prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”). The information is intended for retail investors and their advisors and consultants. It is not investment advice or financial product advice and does not take into account your investment objectives, financial circumstance or particular needs. Before making any investment decisions, you should consider your own personal circumstances and seek professional advice from your accountant, lawyer or other professional adviser.
22. Any statements, opinions, projections, forecasts and other material (forward looking statements) are based on various assumptions. Those assumptions may or may not prove to be correct. None of Crowdfunding, its officers, employees, agents, advisers or any other person named in on the Website makes any representation as to the accuracy or likelihood of fulfilment of any forward looking statements or any of the assumptions upon which they are based.
23. While Crowdfunding endeavours to ensure that the information on the Website is correct, Crowdfunding does not warrant the accuracy and completeness of the material on the Website. Crowdfunding may make changes to the material on the Website, or to the products or services and prices described in it, at any time without notice.
24. The material on the Website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, Crowdfunding provides you with the Website on the basis that Crowdfunding excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality and fitness for purpose) which, but for this legal notice, might have effect in relation to the Website.
25. Crowdfunding, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of Crowdfunding's group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.
26. Nothing in this legal notice shall exclude or limit Crowdfunding's liability for:
(a) fraud; or
(b) any liability which cannot be excluded or limited under applicable law.
27. If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
Governing law and jurisdiction
28. This legal notice shall be governed by and construed in accordance with the laws of Queensland, Australia. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.
Returns and Refund Policies (Investors)
29. Any funds received from Investors in relation to a deal on the Website constitutes an application for investment on the terms of the Investment Contract for that deal. If the deal does not proceed, or the application for investment is rejected or scaled back, Crowdfunding will return any uninvested amount back to the Investor. Successfully completed and funded deals through the Website are non-refundable and each Investor is thereafter bound by the terms of the Investment Contract for that deal, which includes but not limited to any fees payable to Crowdfunding.
Returns and Refund Policies (Start-ups)
30. Like all Policies, Crowdfunding may change its fees policy and any fees for its services from time to time. Crowdfunding may choose to temporarily change its fees policy and the fees for its services for promotional events and such changes are effective when posted on the Website. If Crowdfunding introduces a new service, any fees for that service are effective at the launch of the service. Unless otherwise stated, any fees in relation to a deal are quoted in the currency of that deal. You are responsible for paying all fees associated with using the Website and Crowdfunding’s services, including all applicable taxes (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).
31. Crowdfunding shall not be liable fo the interactions with any organisations and/or individuals found on or through the Crowdfunding service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on the Website.
32. By accessing the Website and investing in any offer on the Website, you acknowledge that you understand and accept the risks involved in any investment and that Crowdfunding has disclosed and provided the following risk warnings:
(a) Investing in early stage securities is a high risk strategy which means you can potentially lose all the money you invest;
(b) Most investors in this asset class try to diversify their allocation across many companies in order to mitigate or reduce risk;
(c) Crowdfunding makes no representation about, nor gives any guarantee of, future performance, future profitability, payment of dividends or return of capital in respect of any company listed on Crowdfunding.
(d) Crowdfunding recommends that you assess your appetite for risk independently and consult with your tax, legal and/or financial planning advisors before making a decision to invest through Crowdfunding.
33. Some of the risks involved included, but are not limited to, the following categories:
(a) General economic conditions: General economic conditions (including interest rates, exchange rates and underlying inflation in Australia and internationally) may affect the performance of an investment. These may impact on financing costs (both in respect of the operation of companies and to potential purchasers of the companies) and the state of the market for stock exchange floats or trade sales. Downturns in economies usually have a negative effect on the earnings of companies and the availability of suitably valued exits.
(b) Regulatory changes: Regulatory changes have a significant influence on the outlook for companies and the returns to investors. Prospective investors should be aware that the consequences of regulatory change or additional regulation on the Crowdfunding investment structure or equity based crowd funding generally may have adverse consequences for investments made through Crowdfunding.
(c) Tax changes: Changes to legislation or subsequent decisions of the Australian Taxation Office may impair the tax status of the Crowdfunding investment structure, the net proceeds of sale of investments or the availability of capital gains tax concessions.
(d) Concentration and diversification: A large proportion of startups fail. A large percentage of the returns in a diversified portfolio of startups is often generated by a small percentage of those startups. Investments through Crowdfunding should only be made as part of a diversified portfolio. Crowdfunding generally recommends you assign the investment funds you wish to allocate to early stage securities across a diversified selection of companies, rather than invest it all in one or two companies. Any funds you invest in early stage securities should represent a small proportion of your total investable capital.
(e) No assurance of investment return: Investing in early stage securities may result in the loss or some or all of your investment capital. No assurance of investment return is given to investors. The return on investment will depend on the success of the specific investments you select, which cannot accurately be forecast. Returns to investors, if any, should not be expected in the short term or at regular intervals.
(f) Speculative investment: Investment in early stage securities through Crowdfunding should be regarded as speculative, involves a high level of risk and may be subject to a number of conflicts of interest relating to other venture capital funds managed by Artesian. Investments should be considered only by sophisticated or professional investors able to sustain a loss of all or part of the sum invested and who do not require certain or predictable income flows or liquidity in their investments.
(g) Conflicts of interest: Artesian and its affiliates expect to advise other clients and funds, whose accounts may buy or sell similar investments to those listed on Crowdfunding. In addition, Artesian and its affiliates may manage other funds that may buy or sell similar investments as those listed on Crowdfunding. In managing the investments of these funds, conflicts of interest may arise. There is nothing to prohibit Artesian or its affiliates from engaging in any other existing or future business, and Artesian and its affiliates may provide investment management services to other clients. Artesian and Crowdfunding are represented by the same legal counsel. Therefore, the terms relating to the relationship between those parties were not negotiated at arm's length. In the event that a conflict of interest arises, Artesian and Crowdfunding will attempt to minimise or resolve such conflict, to the extent feasible, in a fair and equitable manner.
(h) Dilution and preferential terms: Companies listed on Crowdfunding may be forced to seek extra funding in return for equity participation after you have made an investment in that company. If you are unable to participate in that further funding round your interest in the company will be diluted. The price of any new equity participation may be cheaper than the price which was paid by you, thereby favouring new investors, to the detriment of your investment. New equity may also have preferential terms favouring new investors to the detriment of your investment.
(i) Heavy reliance on founders: The success of private enterprises of the type listed on Crowdfunding is often reliant on the efforts of the founders or a small management team. Their continued good performance and commitment to the enterprise is highly important for its future success.
(j) Most favoured deal terms: Where a fundraising campaign is typically lead by an external investor(s), Crowdfunding investors invest on the basis of a 'most favoured terms' clause. This means our investors have the benefit of the most favourable terms the company negotiates with the lead external investor(s). In this situation, Crowdfunding does not negotiate those terms on your behalf. If there is no lead external investor, the Crowdfunding team will negotiate the deal terms directly with the company without consultation or the requirement for the approval of the investors.
(k) Investments in early stage business: Early stage companies may not have consistent sales or income. They may also have difficulty attracting management and employees with the right mix of skills and expertise, especially at the various stages in their life cycles when different abilities are required. These companies may have a high risk of business failure. It is likely that a proportion of these investments will fail and that some of your investments will experience losses.
(l) Lack of management control: Investors have no right to control the operations of the Crowdfunding trust through which you invest in an underlying company nor to control the underlying company itself. Investors must rely on Crowdfunding to manage the affairs of the relevant trust. Crowdfunding has wide latitude in making decisions in respect of the investments made.
(m) No liquidity: An investor cannot withdraw any money invested through a Crowdfunding trust and may only receive distributions made following the receipt of income from, or the divestment of, the underlying company. There is no requirement for Crowdfunding, nor any other person to redeem or buy back or facilitate the sale or transfer of any interest in a Crowdfunding trust.
(n) Long term investment: Due to the early stage status of the startups listed on Crowdfunding investors must be prepared to have a long term investment horizon.