Terms Of Service

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)

Terms and Conditions

VCEX Pty Ltd (ACN 605 859 301) (referred to in this document as VCEX, VC exchange, Registry EDGE, us, we, our) are an agreement between you and us (Agreement) and govern your use of our services at vcex.com.au (the Site or Platform). Before you become subscribe or connect on the platform to any company , or use any services, of the Site you must read, agree with and accept all of the terms and conditions contained in this Agreement, the Platform's policies, including its Privacy Policy (the Policies) and any other relevant agreement specific to the services we provide to you. These Policies change from time to time. If we do, we’ll let you know about any material changes, either by notifying you on the Site or by sending you an email, or SMS and otherwise in compliance with any relevant laws.

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.

User Acknowledgements

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

  • prior to participating in any CSF Offer or EOI Campaign, you will read the general CSF risk warning (available at www.birchal.com) and the relevant CSF Offer Document (if and when it is available);
  • if you are an individual, you are over 18 years old
  • the Platform does not accept joint applications , Trustees may access accounts on behalf of joint holdings.
  • Your Safekey accesses all accounts that you are the trustee or director of . You must not create, or attempt to create, more than one sign up for yourself by using different email addresses or mobile phone number ;
  • you will provide us with any information we request that may be necessary for us to provide services to you, and for you to use the Platform, including: your full legal name and, in the case of a company, your company ACN ; your residential address (for individuals & Directors ) or your registered office and address for service (for companies); if you are using the Platform as trustee of a trust, the full legal name, residential address and email address of the trustee of that trust; and any other information requested by us;
  • you are a person who does not meet the definition of a retail client under Chapter 7 of the Corporations Act and, in addition to other information we may require, you provide to us an accountant’s certificate and declaration form 708 enabling us to treat you as a “wholesale client” as defined under Chapter 7 of the Corporations Act.
  • from outside Australia, or if you are not a citizen or resident of Australia (for individuals) or a company incorporated in Australia (for companies), you are solely responsible for ensuring that it is lawful for you to access and receive Private Offers and to make investments in them. Each investor who is or becomes an overseas investor indemnifies Safesoft Ltd and VCEX pty ltd, its agents 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 out time) incurred as a result of an overseas investor’s failure to comply with this Agreement;
  • for a company, the application must be made by a director of the company. By entering into this agreement, the person confirms that he or she is authorised to make the application and enter into this Agreement on behalf of the company and that the company is bound by the terms of this Agreement;
  • as trustee(s) of a trust, each trustee who makes this application confirms that he or she is authorised to make the application and enter into this Agreement in his or her capacity as a trustee of the trust under the terms of the trust.
  • EOI Campaigns and Private Offers are not offers to the public in the United States, Canada or Japan, or any other jurisdiction where such an offer may be unlawful or require the Issuer, Safesoft Ltd & VCEX pty ltd to be registered or take any other step under the securities laws or otherwise of such jurisdiction;
  • all information you disclose to Safesoft Ltd & VCEX pty ltd Platform users via the application facility and/or the communication facility is true, accurate, not misleading and does not infringe any laws, regulations or the rights of any third party, including intellectual property rights and is provided in good faith;
  • your use of the communication facility for a Private Offer is solely for the purpose of seeing and making posts relating to the Private Offer, and asking questions of the Issuer and/or VCEX related to the relevant Private Offer. Any abusive, misleading or irrelevant comments or questions may be removed, and your use of the communications facility may be restricted by Safesoft Ltd & VCEX pty ltd (acting in its absolute discretion);
  • any application for shares under a Private Offer is subject to the relevant subscription agreement between you and the Issuer making the Private Offer. Neither Safesoft Ltd & VCEX pty ltd are a party to the subscription agreement and are not liable for a claim for failure to perform any obligations under the subscription agreement;
  • Safesoft Ltd & VCEX pty ltd entire liability in relation to a CSF Offer is limited to the amount of fees received by BFS in relation to the CSF Offer. In no circumstances will Safesoft Ltd & VCEX pty ltd be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or any special, indirect or consequential losses, whether or not such losses were known; nothing in these Investor Terms limit Safesoft Ltd & VCEX pty ltd liability for fraud or for any loss which it would be unlawful to exclude.

Gatekeeper Checks

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.

Priority of the Hosting Agreement over these Terms and Conditions

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 Investment Process

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:

  • three months from the date the Private Offer opened;
  • the closing date specified in the Private Offer;
  • the date and time the Issuer withdraws the Private Offer. The Issuer may withdraw the Private Offer by notifying us at any time, if required by us or as a result of a material adverse change affecting the Private Offer;
  • the date and time we consider that the Issuer has met its maximum level of investment set out in its Private Offer; and 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. A Private Offer will be accompanied by a subscription agreement between the Issuer and each Investor (Subscription Agreement). By applying for shares under a Private Offer you are also accepting and entering into the relevant Subscription Agreement. If you are applying 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 effect the investment under the terms of the trust. The Subscription Agreement will set out the terms and conditions of your investment, including the issue of shares to you by the Issuer in accordance with the Subscription Agreement and the terms and conditions for delivery of any investment rewards in relation to a Private Offer. By entering into the Subscription Agreement, you agree to its terms, including the obligation to pay the relevant subscription price for the shares (Subscription Amount). When you accept a Private Offer, you must pay the Subscription Amount in accordance with the Payment Processing terms below. Upon receipt of the Subscription Amount, VCEX pty ltd will automatically transfer all the Subscription Amount in to the company’s raising account directly if the Private Offer is a no minimum limit raising offer less any fees payable to promoters of the offer or your nominated AFSL trust account for any minimum raise offers as outlined in the Information Memorandum of the Private Offer held with an authorised deposit-taking institution in Australia (Bank) on trust for your benefit until the Subscription Amount is paid in accordance with the requirements set out in the Corporations Act. You waive any liability the Bank may have to you arising out of a breach of trust by us (or any of our employees, agents or representatives). You acknowledge that the Bank is entitled to rely and act on any instruction from us relating to any amounts held in our trust account (including any Subscription Amount) without any further enquiry or liability.

You irrevocably authorise us to:

  • Transfer the Subscription Amount to the company or its nominated AFSL raising trust account as outlined in the Information Memorandum; and
  • pay the total Subscription Amount to the Issuer (without interest, and less any fees owing by the Issuer to us on successful completion of the investment where a minimum raising amount is indicated in the Private Offer Information Memorandum (Completion). For the avoidance of doubt, this irrevocable authority survives termination or suspension of your registration with or membership of the Website. We generally accept and approve applications in the order they are received. In circumstances where a Private Offer has exceeded its maximum target, we may continue to accept applications until we can form the view that the Private Offer is fully subscribed. In such circumstances, we will endeavour to meet all application requests in the order they have been received and may scale back applications at our discretion. We may also choose to depart from this practice in our absolute discretion. We generally endeavour for Completion to take place within 14 days after the end of the Private Offer period, within a reasonable amount of time, or otherwise in accordance with the subscription agreement. We do not hold the any subscription amount funds as we are a Software as a Service , All funds raised are either transferred to the nominated company’s raising account or AFSL account whichever is required by the outline of the subscription within the Information Memorandum
  • return to you the Subscription Amount (without interest) if completion does not take place to any minimum raise offer. Payment of the Subscription Amount in accordance with the Subscription Agreement and this Agreement will be a full discharge of your obligation to the Issuer to pay that amount. Our liability to you We do not give you any investment, legal, tax, financial or other advice or recommendation in connection with 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. We have no liability to you under or in connection with that decision (whether in contract, tort including negligence, or otherwise) unless such liability primarily arises out of the fraudulent actions of Safesoft Ltd or VCEX pty ltd or wilful breach by VCEX of its obligations expressly provided for in this Investor / user Agreement. We are not responsible for any content or material that is provided or which may be provided at any time to you in connection with any Private Offer. We make no representation or warranty in relation to 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 in relation to each Private Offer, which enables you to receive communication from each Issuer and us. You may only use the communication facility in relation to any Private Offer and AGM or for lawful and legitimate purposes, and you must not post, transmit or share information on the Platform that is unrelated to the any Private Offer, or that you do not own or have permission to display, publish or post, or any content or material that may be in violation of any faith. We make no warranties or representations and assume no liability in respect of the content of any of the Issuer’s responses under the communication facility in relation to the 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 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.

Information

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.

Termination

You may terminate your user account at any time by notifying us by email at heelo@safesoft.com.au 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.

Dispute resolution

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 info@fos.org.au, by telephone at 1800 367 287, or by post to GPO Box 3, Melbourne VIC 3001.

General

We may amend this Agreement from time to time. We will notify you of any amendments that substantively affect any of your rights at the email address you provide to us, on our Platform, or by other means. If you do not accept any such amendment, you must cease using the Platform and our services. We are not liable to you for any delay in performing, or failure to perform, any of our obligations under this Agreement to the extent caused by an event that is beyond our reasonable control. We may assign, subcontract or transfer any right or obligation under the Agreement to any person. Your registration is personal to you, and none of your rights or obligations under this Agreement, in connection with your registration, or your activities on our Platform may be assigned, subcontracted or transferred to any other person. This Investor Agreement and any other agreements in connection with it, including Subscription Agreements, are effective once you have confirmed your agreement to it. You agree for the purposes of the Electronic Transactions Act 1999 (Cth), as applicable, to be bound by any agreement reached through electronic means. Any notice from us to you in respect to this Agreement, 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 Agreement is governed by the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia. Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Investor Agreement. The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement. Prohibited, Questionable and Infringing Activities You are solely responsible for your conduct and activities on and regarding to the Platform and any and all data, text, information, graphics, images, photographs, profiles, audio, video, items, and links (together, Content) that you submit, post , receive and are displayed on the Site. Your Content and your use of the Platform must be in good faith and shall not: · Be false, inaccurate or misleading · Be fraudulent or involve the sale of illegal, counterfeit or stolen items · Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy · Violate this Agreement, any site policies, any community guidelines, any project guidelines, or any applicable laws, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising) · Contain items that have been identified by your local government as hazardous to consumers and therefore subject to a recall · Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, or impersonate or intimidate any person (including VCEX staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device · Be obscene or contain child pornography · Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information · Host images not part of a listing · Modify, adapt or hack VCEX or modify another website so as to falsely imply that it is associated with the Site · Appear to create liability for VCEXor cause VCEX to lose (in whole or in part) the services of VCEX ISPs or other suppliers · Link directly or indirectly, refer or contain descriptions of goods, experiences or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on the Site. Furthermore, you may not list any item on the Platform (or consummate any transaction that was initiated using the Platform's service) that, by paying to Platform the listing fee or the final value fee, could cause VCEX to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

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. 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.

Usage

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.

General Terms

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).

Your Information

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:

  • be false, inaccurate or misleading or deceptive;
  • be fraudulent or involve the sale of counterfeit or stolen items;
  • infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
  • violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices/fair trading laws);
  • be defamatory, libellous, threatening or harassing;
  • be obscene or contain any material that, in the Platform's sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images and, if otherwise adult in nature, shall be distributed only to people legally permitted to receive such
  • contain any content that is prohibited or that, in the Platform's sole and absolute discretion, may be prohibited content;
  • contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information;
  • create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or
  • link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement;
    Solely to enable the Platform to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to do and authorise the doing of all acts comprised in the copyright and to exercise the publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. The Platform will only use Your Information in accordance with our Privacy Policy. We need this to use and display your content.

Legal Compliance

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.

Governing Law

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

Further Information

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 Information

Contact us on hello@safesoft.com.au 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 hello@safesoft.com.au