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 you do not agree with such changes to these T&Cs (and/or associated Policies), then you agree in advance to terminate your membership to this Platform.

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.

User Acknowledgements

By using the VCEX Registered ASIC Platform, you acknowledge and agree that:

1. If you are an individual, you are over 18 years old, and the Platform does not accept joint applications, though Trustees may access accounts on behalf of joint holdings.
2. You will provide any information we request that may be necessary for us to provide such services that enable the Issuers to comply with their obligations as it relates to any Private Offer to you, including all subscriber details as necessary.
3. If you are a person who does not meet the definition of a retail client under Chapter 7 of the Corporations Act and intend to subscribe for Shares to a Private Offer from an Issuer registered on the Platform then you will be required to provide all information necessary to demonstrate you hold a current s708 certificate, and if required to provide to us an accountant’s certificate and declaration form 708 to enable us to treat you as a “wholesale client” as defined in Chapter 7 of the Corporations Act.
4. If you reside outside Australia, then or are not a citizen or resident of Australia (for individuals) or not a company incorporated in Australia (for companies), then you are solely responsible for ensuring that it is lawful for you to access and receive Private Offers and to make investments in them.
5. If you become an overseas investor, then you indemnify VCEX Pty Ltd, its agents and its employees, officers, agents, and contractors from and against (without limitation) for losses, expenses, claims or costs (including out-of-pocket expenses and charges for out time) incurred as a result of an overseas investor’s failure to comply with any agreement between yourselves; and
6. Private Offers are not offered to the public in the United States, Canada or Japan, or any jurisdiction that is unlawful to participate in such Offers, and the Platform will not facilitate investments that are not lawful in this or any other regard.
7. Any information you disclose to the VCEX Pty Ltd Platform via the application facility or dedicated support persons must be true, accurate, not misleading, and not infringe any law, regulations, or the right of any third party.
8. Your use of the communication facility for a Private Offer is solely to see and post communications that should relate to the Private Offer.
9. Application for shares under a Private Offer is subject to the relevant Subscription Agreement between you and the Issuer. VCEX Pty Ltd is not a party to any agreement between the Issuer and their investors or shareholders, not liable for claims relevant to such agreements.

Gatekeeper Checks

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.

1. We do not verify the content of PDS documents or Private Offer documents.
2. We do not monitor communications between Issuers and investors.
3. We do not review associated marketing, websites, or advertisements.
4. We make no warranties or representations (express or implied) of the accuracy, completeness, or reliability of the content of the Private Offer Document, communications 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:

• three months from the date the Private Offer opens;
• the closing date specified in Private Offer documentation;
• the date and time the Issuer withdraws the Private Offer;
• the Issuer is permitted to withdraw Private Offer by notifying subscribers through the Platform at any time if required by us or for any other reasons provided by either the Issuer or the Corporations Act; An Issuer may, in its sole discretion, refuse to permit any overseas investor from accepting its Private Offer or restrict or place conditions on overseas investors wishing to accept its Private Offer;
• the Private Offers must be accompanied by a subscription agreement between the Issuer and you as an Investor (Subscription Agreement).
• if you apply for shares under a Private Offer as trustee of a trust, you represent and warrant that all the trustees of that trust have approved the investment and that you are duly authorised to take any step to affect the investment under the terms of the trust.
• Any Subscription Agreement should include and emphasise the terms and conditions of your investment (depending on importance)
  • the price of each share and (if relevant) terms of any attached option;
  • the time when the securities will be issued assuming the Private Offer proceeds (and that it may not, in which case your funds will be returned shares;
  • bank account deposit information.
  • key risks including that your entire investment may be lost;
  • dividend policy; and
  • other terms and conditions.
• When entering a Subscription Agreement, the obligation to pay the relevant subscription price for the shares (Subscription Amount) must be clearly described.
• If you accept to participate in a Private Offer, you must pay the Subscription Amount via the Payment Processing Terms below.
• On receipt of any Subscription Amounts, VCEX Pty Ltd transfer that Subscription Amount to the Issuer’s capital raising account if there is no minimum limit raising offer (less any fees payable to promoters of the offer or the Issuer’s nominated AFSL trust account depending on the terms the relevant Information Memorandum.
• Payments to Issuers must be made to an authorised deposit-taking institution in Australia (Bank). The recipient is required by law to be held on trust for your benefit until either the relevant securities are issued, or funds are returned if the Private Offer does not proceed for any reason.
• transfer Subscription Amounts to the Issuer or nominated AFSL raising trust account as outlined in that relevant information Memorandum; and
• pay the total Subscription Amount to the Issuer (without interest, and less fees owing by the Issuer on successful completion of the investment where a minimum raising amount is indicated in the Private Offer Information Memorandum (Completion).

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.

Indemnity

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.

Termination

You may terminate your user account anytime by notifying us by email at hello@safesoft.com.au.

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.

Dispute resolution

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.

General

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 hello@safesoft.com.au.

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.

Support

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.

General Terms

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).

Governing Law

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 Information

Contact hello@safesoft.com.au 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.