VCEX Pty Ltd (ACN 605 859 301) & SAFESOFT LTD (ACN 625 789 817) (referred to in this document as VCEX, VC Exchange, Registry EDGE, Safesoft us, we, our)
Each time you use our services you confirm your agreement to be bound by and acknowledge any changes to the Agreement (including the Policies). You also undertake to familiarise yourself with and comply with the Policies relevant to your use of our Site and the services provided under this Agreement (as may be amended from time to time). As you read this Agreement, you should also access and read the information contained in any other pages and websites referred to in this Agreement.
By accepting this Agreement (including the Policies) you agree to be bound by it and also any other relevant documents and posted terms and conditions on other websites operated by the Platform, by Safesoft Ltd the technology provider and its related and affiliated companies, to the extent that you use those websites.
We may amend the terms and conditions of this Agreement from time to time. Amended terms will be posted on our Site. Except as stated in this Agreement, in a Policy, or as otherwise notified to you, all amended terms will automatically be effective immediately. Your continued use of the Service following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes. If you do not agree with such changes to this Agreement (or any of our Policies), you must terminate your membership with the Platform. If, after any such changes to this Agreement or any of our Policies you continue to be a member of our Site, you will be considered by us to have accepted the varied terms as part of the Agreement.
In this Agreement where the context permits a reference to "you" includes anyone acting on your behalf or with your express or implied authority. A reference to this Agreement includes the Policies, unless stated otherwise
These Terms and Conditions apply to all services provided by Safesoft and VCEX directly or by other service providers. Specific additional provisions are detailed below that apply to financial services and payment processing services.
By using the VCEX Registered ASIC Platform, you acknowledge and agree that:
We will undertake checks on each Issuer and its directors and senior managers in accordance with our obligations as a VCEX Platform intermediary under the Corporations Act, before we permit an Issuer to make a Private Offer and raise funds on our Platform. If we consider, at our absolute discretion, that our checks have disclosed any fact that we consider raises an area of concern about the Issuer or its directors or senior managers, we reserve the right to refuse to permit the Issuer to make a Privater Offer and raise funds through our Platform or to withdraw any Private Offer at any time.
We may also, and in our sole discretion, and at any time (including after a Private Offer has gone live on our Platform), consider that an Issuer is not suitable for raising funds through our Platform, and refuse to permit that Issuer to use our Platform and our services to raise funds or withdraw any Private Offer at any time.
The fact that any company is permitted to use the Platform and our services does not provide any guidance as to the performance of any Issuer or the results of any investment in that Issuer and you should not rely on them when making any decision to invest or taking any action of any kind. We do not verify the content of any Private Offer Document or associated marketing and advertisements and make no warranties or representations (whether express or implied) related to the accuracy, completeness, or reliability of the content of any Private Offer Document.
To the extent of any inconsistency between the Hosting Agreement between Safesoft Ltd & VCEX pty ltd and each Issuer and these Terms and Conditions, the terms of the Hosting Agreement will prevail between the parties.
The offer period for each Private Offer will be the period starting on the date on which the Private Offer is first opened on the Platform and ending on the earlier of:
You 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 and charges for our time) incurred as a result of your failure to comply with this Agreement or any of your obligations in relation to a CSF Offer.
You authorise us to provide your information to the relevant Issuer when you make an Investment through the Platform. You also authorise us to provide information that we hold about you, or this Agreement, to Assembly and to any government, statutory or regulatory authority at the reasonable request of assembly or that authority or for the purposes of complying with any applicable law or regulation. You acknowledge that Assembly or the relevant authority may disclose that information to third parties, where required by law to do so.
You may terminate your user account at any time by notifying us by email at email@example.com If your registration is terminated, or suspended, you will not be entitled to participate in any EOI Campaigns or Private Offers. We reserve the right, in our sole discretion, to refuse registration, terminate or suspend your registration, or refuse to permit you to invest in any Issuer. If your registration has been terminated or suspended after you have made an application under a Private Offer, you will continue to be bound by the relevant Subscription Agreement.
You may refer any complaint in relation to VCEX or the services we provide to us directly or to the Financial Ombudsman Service Limited, an external dispute resolution scheme approved by ASIC, at firstname.lastname@example.org, by telephone at 1800 367 287, or by post to GPO Box 3, Melbourne VIC 3001.
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. The Platform does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to support postings.
Improper Usage of the Platform We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Site membership or access thereto if we terminate the Service or if we suspect, after investigation, that you have misused the VCEX service, violated the terms of this Agreement, or have otherwise used the VCEX service to conduct any fraudulent or illegal activity. In the event an account is suspended or terminated for your breach of this Agreement (in each case as determined in our sole discretion), the Platform may suspend or terminate the account associated with such breach and any or all other accounts held by you or your affiliates, and your breach shall be deemed to apply to all such accounts.
You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid. 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 this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. The Platform will not be liable for any delay or failure to provide its services caused by a factor outside the Site's reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
Definition. "Your Information" means any item you list as well as any information you give to us or other members in the registration or listing process, in any public message area (including the discussion boards and in feedback) or through any email feature. Your Information also includes the project information you list for sale or display on our Site, as well as any content you post on other web pages within our Site (including photographs or other images). You are solely responsible for Your Information. We act as a passive conduit for your online distribution and publication of Your Information. Your Information must not, in any way whatsoever, be potentially or actually harmful to the Platform or any third party, where "harm" includes, but is not limited to non-economic loss that will or may be suffered by the Platform. The Policies contain detailed statements of prohibited conduct relating to Your Information. Without limiting any provision of this Agreement, Your Information must be up to date and kept up to date and must not:
In addition to this Agreement, you must familiarise yourself with, and comply with the Policies, domestic laws (including common law), state legislation, international laws, statutes, ordinances and regulations regarding your use of our services including listing and supporting projects. In particular, you must ensure that your activities, and Your Information do not violate an Australian law, or the law of any other relevant country based fair trading legislation. Notwithstanding successful conclusion of a transaction you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful.
These terms and conditions are governed in all respects by the laws of Australia and 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
Commercially available parental control protections (such as computer hardware, software, or filtering services) may help you to limit access to material that is harmful to persons under the age of 18 years.
Contact us on email@example.com if you have any questions. Disputes between you and the Platform regarding the Site services, complaints or suggestions should be reported to technical support through email firstname.lastname@example.org