Acceptance of Platform Policies
Before you register to the Platform or use any of its services you must read and agree to the terms and conditions contained in these T&Cs, this includes all publicly disclosed Platform policies (the Policies).
To continue to use this Platform, we require you to agree to the conditions of the services that we provide through this Platform. When Policies change from time to time, when these do, we will inform you of any material changes, through the Platform direct, or any designated communication election in compliance with relevant laws.
Each time you use our services you confirm your agreement to be bound by and acknowledge any changes to these T&Cs (including the Policies). You undertake to familiarise yourself with and comply with the Policies relevant to your use of the Platform and services provided through it and under these T&Cs and associated Policies (as amended from time to time).
As you read this Agreement, please refer to the information contained in other pages referred to in this Agreement. Amendments to terms and conditions of this Agreement from time to time. Amended terms will be posted on our Platform. Except as stated in this Agreement, in a Policy, or as otherwise notified, all amended terms will automatically be practical immediately. Your continued use of the Services after notification of significant changes to the T&Cs will constitute acceptance of these changes.
If, after any such changes to this Agreement (or Policies), you have continued to access and benefit from the Platform, then you will be considered by us to have accepted the varied terms as part of these T&Cs. These T&Cs apply to every service VCEX to you as a registered user. Specific additional provisions that apply to payment processing services follow.
By using the VCEX Registered ASIC Platform, you acknowledge and agree that:
We do not undertake checks on Issuers and directors or officers as an intermediary under various corporation acts, privacy laws, audit requirements and the relevant Corporation Act Issuers.
Where our checks disclose areas of concern as to the subscriber’s details, then we reserve an ultimate right to insist the Issuer not to proceed with the Private Offer via our Platform.
If we hold any funds (in error) and the Private Offer is cancelled, or the Issuer is removed from the Platform, then we may return said funds.
We may also, and in our sole discretion, and at any time (including during, in the middle of, or after a Private Offer is live on the Platform), receive information that leads VCEX Pty Ltd to determine that the Platform should not host the Issuer, as above we may take all steps necessary to do so, including directly communicate to yourself notwithstanding the Issuer’s express view to the contrary, remain on the Platform client, and therefore insist that capital raising not occur. Other choices, the Platform may make are to refuse to permit the Issuer to use the Platform and to refuse to provide services to the Issuer.
Ejecting an Issuer from the Platform does not, however, necessarily imply that VCEX Pty Ltd has formed a view about the Company or investing under a Private Offer to the Issuer (valid reasons might include a breach of policy between the Issuer and VCEX or the terms of the Platform.
Likewise, that any Issuer is permitted to utilise the Platform’s services should not cause you to draw any inference on VCEX Pty Ltd’s views as to the Issuers’ directors and officers, representations, compliance, business plans or suitability to raise funds from sophisticated investors or otherwise.
General Information on Sophisticated Investment (Private Offers)
Generally, an offer period for a Private Offer is the period starting on the date on which the Private Offer is first opened on the Platform and ending on the earlier of:
Payment of the Subscription Amount with the Subscription Agreement and this Agreement will be a total complete discharge of your obligation to the Issuer to pay that amount. We do not give you any investment, legal, tax, financial or other advice or recommendation concerning your registration or any Private Offers on the Platform.
You are responsible for any decision you make to Invest or to not Invest, in any Issuer and you acknowledge that you do so, having independently made all such investigations and taken all such professional advice as may be necessary to enable you to make an informed and independent decision.
VCEX and you agree in advance to take no liability for an investment decision (whether by claim through the way of contract, tort including negligence, or otherwise) except if such liability primarily arises from the fraudulent actions of VCEX Pty Ltd or wilful breach of these T&Cs.
We are not responsible for any content or material in connection with any Private Offer.
We make no representation or warranty about the completeness or accuracy of any information contained in the Private Offer materials on the Platform. You are responsible for any content you post on the Platform.
The Platform includes a communication facility for each Private Offer, to enable you to receive communication from the Issuer.
We make no warranties or representations and assume no liability for offering the content of any of the Issuer’s responses under the communication facility about any Private Offer.
VCEX Pty Ltd and its employees, officers, agents, and contractors are, to the extent permitted by law, not liable in respect of any failure or delay in providing any of our services or our Platform unless such liability primarily arises out of the fraudulent actions of VCEX or wilful breach by VCEX of its obligations expressly provided for in this Agreement.
You agree to indemnify VCEX and its employees, officers, agents, and contractors from and against (without limitation) any losses, expenses, claims or costs (including out-of-pocket expenses incurred because of any failure to comply with these T&C’s or Private Offer.
You may terminate your user account anytime by notifying us by email at email@example.com.
We reserve the right, in our sole discretion, to refuse registration, terminate or suspend your registration, and refuse to permit you to invest in an Issuer where insufficient information has been provided to the Platform to support such an application or subscription or investment.
If your registration is terminated or suspended after you have made an application under a Private Offer, then you may still be bound by any relevant Subscription Agreement between yourself and the Issuer, where the decision does not relate to our Policies or was as the result of a breach of conditions in these T&Cs.
You may refer any complaint about VCEX, an Issuer to which you have subscribed, or the services we provide to the party directly, or to ASIC, APRA or a Financial Ombudsman having jurisdiction.
We may assign, subcontract, or transfer rights or obligation under the T&Cs subject to our keeping ensuring doing does not impact your rights under the T&Cs.
Your registration is personal to you, and none of your rights or obligations under this T&C in connection with your registration, or your activity on our Platform is permitted to be assigned, sub-contracted or transferred to another person.
This Investor Agreement and any other agreements in connection with it, including Subscription Agreements, are effective only after you confirm your agreement with that party.
You agree that the Electronic Transactions Act 1999 (Cth), will apply to any agreement made through electronic means.
Any notice from us to you in respect to these T&Cs, your registration or your activities on the Platform may be given by email to the address you provide to us, or through the Platform. Any notice from you to us may be given by email to firstname.lastname@example.org.
The laws of Western Australia govern these T&Cs, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia.
Any illegality, unenforceability, or invalidity of a provision of these the T&Cs does not affect the legality, enforceability, or validity of the remaining provisions of the T&Cs.
The Platform may provide access to a protected forum for the users and members to send any questions and/or comments regarding the Software or Service and to The Platform does not make any representations or warranties regarding the accuracy of any statements or advice provided in response to support postings.
Nothing in these T&Cs creates a partnership or agency. There are no third-party beneficiaries of these terms T&C (aside from any relevant Issuers and their rights are governed by separate agreements).
Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law, and the remaining portions will remain in full force and effect.
Our failure to enforce any provision of the T&C will not be deemed a waiver of any right to enforce that provision later.
Our rights under the T&Cs survive termination by ourselves or deregistration from the platform from you.
The Platform will not be liable for any delay or failure to provide its services caused by a factor outside the Platform's reasonable control (including force majeure events).
These terms and conditions are governed in all respects by the laws of Australia. Any action arising under them or in any way connected with the Platform service may be brought only in a court in Australia, subject to any law which is expressly inconsistent with this.
Contact email@example.com if you have any questions. Disputes between you and the Platform regarding the Platform services, complaints or suggestions should be reported to technical support through the same email.