Terms of Use

Date of last revision: 27 September 2017

1 .Terms of use

  1. In these terms of use, “we“, “us“, “our” or “Jelix” means Jelix Ventures Management Company Pty Ltd ACN 613 582 773 of c/o Azure Group Pty Ltd, Level 11, Suite 11, 175-183 Castlereagh Street, Sydney NSW 2000. Please read these terms of use carefully as they apply to your use of this website including any content on it. By accessing this website or using it or any of its content, you agree to be bound by these terms of use.
  2. Certain terms used in these terms of use are defined in the text. Each italicised term has the meaning given to it in the Corporations Act 2001 (Cth) (Corporations Act). Each other capitalised term that is used but not otherwise defined in these terms of use has the meaning given to it in the Investment Management Agreement.

2. What is the Platform?

This website is a curated equity crowdfunding platform through which companies can offer securities to qualified purchasers (Platform).

3. Access to the Platform for prospective issuers

  1. A company that wishes to offer securities through the Platform must apply to Jelix to do so.
  2. Jelix may accept or reject an application from such a company in its sole discretion.
  3. It is a condition to Jelix’s acceptance that the company sign a hosting agreement with Jelix.
  4. A company that has signed a hosting agreement with Jelix is called an Issuer.

4. Access to the Platform for prospective investors

4.1 Who may access the Platform

  1. The Platform has two kinds of offers – offers that qualify as crowd sourced funding offers (“CSF” offers) and offers that do not.
  2. A CSF offer is subject to regulation under the Corporations Act. Any person may view a CSF offer. It is not necessary to register with the Platform to view these offers.
  3. Other offers available on the Platform may only be made to a person who qualifies as a sophisticated or professional investor within the meaning of section 708(8) or section 708(11) of the Corporations Act and a wholesale client within the meaning of section 761G of the Corporations Act. You must meet these criteria and register with the Platform to view these offers.
  4. If you reside outside of Australia, or you access, receive or accept an offer through the Platform from outside of Australia, you represent and warrant that you are able to do so without contravening any applicable legal restriction in that other jurisdiction.

4.2 Registration

  1. You are not required to register to use the Platform. However, certain features on the Platform may only be available if you do register.
  2. To register on the Platform, you must provide us with :
    1. your name and email address, and if registering as an accredited (sophisticated or wholesale ) investor, with your certification;
    2. any additional documentation we require.
      We will notify you by email if your registration is successful.
  3. We may grant or refuse your registration on the Platform in our sole discretion.
  4. When you register, we may provide you with an initial password (which you may be able to change at a later stage) and user name which is personal to you. You must not share your user name or password with anyone else. You must keep any user name and password that are allocated to you private, and not disclose them to any other person. If you have lost or forgotten your password, you can request that we send a reminder email containing your password to your registered email address.
  5. You may cancel your registration, by notifying us at investorservices@jelix.vc and providing your user name.
  6. We may suspend or cancel your registration, either temporarily or permanently, if you breach, or we reasonably believe you have breached, any of these terms of use.

4.3 Your Content

  1. You must not provide any material through the Platform (Your Content) that:
    1. infringes the intellectual property or other rights of another person;
    2. is defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
    3. relates to unlawful conduct;
    4. creates a privacy or security risk to any person, including by soliciting personal information from any person;
    5. solicits money from any person;
    6. is false, misleading or deceptive;
    7. contains financial, legal, medical or other professional advice;
    8. would harm, abuse, harass, stalk, threaten or otherwise offend;
    9. would reflect negatively on us, including our goodwill, name and reputation;
    10. tampers with, hinders the operation of, or makes unauthorised modifications to the Platform;
    11. would breach any applicable laws; or
    12. would otherwise result in civil or criminal liability for you, us or any third party.
  2. By providing us with any of Your Content, you:
    1. grant us a non-exclusive, worldwide, royalty-free, perpetual, licence (including a right of sublicence) to use, copy, modify and otherwise exploit Your Content in any form or on any medium and for any purpose; and
    2. warrant that you have the right to grant such licence.
  3. You agree to indemnify and hold us (including any of our directors, officers, employees and contractors) harmless from any claim made by any third party arising out of Your Content.
  4. We may, without notice to you, review, modify or remove any of Your Content in our absolute discretion including where we believe it violates these terms of use.

5. The offers

5.1 The offer page

Each Issuer that offers securities through the Platform has its own offer page. The offer page sets out:

  1. the terms of each offer including:
    1. the name of the Issuer;
    2. what kind of securities the Issuer is offering;
    3. the total number of securities being offered;
    4. the price per share for the securities being offered;
    5. the period of time during which the offer will be open; and
    6. any other relevant terms and conditions of the offer;
  2. the relevant offer documents prepared by the Issuer, being:
    1. in respect of any CSF offer, the CSF offer document – the CSF offer document contains material prescribed by the Corporations Act; and
    2. in respect of any offer that is not a CSF offer, the Issuer’s information memorandum (Information Memorandum) – an information memorandum is not subject to detailed regulation under the Corporations Act;
  3. the Investment Documents – these are the documents by which you will be bound following your investment in an Issuer;
  4. Jelix’s own internal analysis in relation to each Issuer (Analyst Materials) – Your use of these materials is subject to clause 6;
  5. a Q&A facility through which you can ask questions about the offer while the offer is open; and
  6. instructions for how to apply for securities in the relevant Issuer.

5.2 Jelix not responsible for offer documents

Jelix is not responsible for, and accepts no liability in relation to, a CSF offer document (subject to its gatekeeper obligations under the Corporations Act) or an Information Memorandum.

5.3 Risk warning

  1. Equity crowdfunding is risky.
  2. Issuers using the Platform include new or rapidly growing ventures. Investment in these types of ventures is very speculative and carries high risks.
  3. You may lose your entire investment, and must be in a position to bear this risk without undue hardship.
  4. Even if the Issuer is successful, the value of your investment and any return on the investment could be reduced if the Issuer issues more securities.
  5. Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your securities quickly or at all if you need the money or decide that this investment is not right for you.
  6. Even though you have remedies for misleading statements in the offer document or misconduct by the Issuer, you may have difficulty recovering your money.
  7. There are rules for handling your money. However, if you money is handled inappropriately or we become insolvent, you may have difficulty recovering your money.
  8. Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

6. Analyst Materials

You acknowledge and agree that Jelix has made the Analyst Materials available to you, on the following terms:

  1. In preparing the Analyst Materials, Jelix has taken no account of the investment objectives, financial situation and particular needs of any particular person, and you must not construe the contents of these materials as tax, legal or financial product advice. Before making any decision to invest in an Issuer, you should:
    1. seek and rely on your own professional advice, in particular by obtaining appropriate tax, legal, financial and investment advice in light of your own circumstances; and
    2. conduct your own independent investigation and analysis regarding any information contained in these materials.
  2. Jelix and its respective affiliates, related bodies corporate, officers, employees, advisers, agents or associates (Relevant Persons) do not exclude any condition, warranty or right, the exclusion of which would contravene the Australian Competition and Consumer Act 2010 (Cth) or any other applicable law. Subject to the foregoing, the Relevant Persons:
    1. do not warrant or represent the origin, validity, accuracy, completeness or reliability of the information contained in the Analyst Materials, and do not accept any responsibility for errors or omissions in these materials;
    2. disclaim and exclude all liability for all losses, claims, damages, costs and expenses of any nature arising out of or in connection with these materials;
    3. do not have an obligation to advise any person if any of them becomes aware of any inaccuracy in, or omission from, these materials.
  3. Past performance of the Relevant Persons is not necessarily indicative of future results.
  4. Certain information in the Analyst Materials may constitute forward-looking statements. All statements of opinion or belief, all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of an Issuer represent Jelix’s assessment and interpretation of information available as at the date of the Analyst Materials. No representation is made or assurance given that such statements, views, projections or forecasts are reasonable or correct or that the objectives or prospective returns of an Issuer will be achieved.
  5. Certain of the information contained in the Analyst Materials has been obtained from the CSF offer document (as defined in the Corporations Act) (if any), the information memorandum, the Investment Documents or from published sources prepared by other parties, and Jelix does not assume any responsibility for the accuracy or completeness of such information.
  6. The Analyst Materials contain a summary and description of certain features of the Issuer. Any information provided in the Analyst Materials and in any other document or communication is subject to the CSF offer document (if any) and the Investment Documents, which contain the details of the rights and obligations of investors in the Issuer. To the extent there is any inconsistency between the Analyst Materials and these other documents, the latter prevail.
  7. Jelix does not guarantee that the Issuer will qualify as an ‘early stage investment company’ for purposes of the Tax Act or, if it is an ‘early stage investment company’ for such purposes, that the Investor is able to qualify for the tax incentives available to certain investors in ‘early stage investment companies’.

7. Making investments

7.1 Ordering procedure

  1. When you make an application to acquire securities in an Issuer through the Platform, you are making an offer to acquire the particular securities in the Issuer and for the price per share specified on the offer page for the relevant Issuer at the time you make the application.
  2. No contract for the acquisition of securities will come into existence until your order has been reviewed and accepted by us and we have notified you of such acceptance.
  3. Jelix will not accept any application made by you to acquire securities in an Issuer unless you have agreed to be bound by the Investment Management Agreement and the Investment Documents applicable to the Issuer (available on the offer page for the Issuer). You will be prompted to accept both at the time you apply to acquire securities in an Issuer.
  4. Jelix may otherwise accept or decline your order in its sole discretion. No fees will be charged to you where Jelix declines your order.
  5. You will be notified whether your order has been accepted or declined as soon as reasonably practicable.

7.2 Payment

  1. When you make an application to acquire any securities you agree to pay the price per share specified on the offer page for the relevant Issuer at the time you make the application, plus the fees specified in the Investment Management Agreement. All amounts are stated in Australian dollars. All prices include Australian GST (where applicable).
  2. You will be required to pay for the securities by the payment methods specified on the Platform or otherwise accepted by us from time to time. We will process the transaction upon acceptance of your order. A surcharge may apply for the use of certain credit cards, and where this is the case this will also be notified before your transaction is processed.

7.3 Cooling off period

  1. You may withdraw an application for securities within 5 business days after you make the application, not including the day you make your application (Cooling Off Period).
  2. Your application is made on the date you click “submit application” in relation to an offer.
  3. A “business day” means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.

7.4 How to withdraw

You may withdraw your application for securities by emailing investorservices@jelix.vc.

7.5 Return of moneys

If you withdraw an application in accordance with these terms, Jelix will refund your application money to the account from which it was withdrawn within 10 business days.

8. Intellectual property rights

  1. The Platform is subject to copyright and possibly other intellectual property rights.
  2. We grant you a limited, non-transferable licence to access and use the Platform solely for your personal, non-commercial purposes.
  3. We (or our licensors) retain all right, title, and interest in and to the Platform, and nothing you do on or in relation to the Platform will transfer any intellectual property rights to you or, except for the licence referred to in clause 8(b), licence you to exercise any intellectual property rights unless this is expressly stated.
  4. Except as provided in these terms of use, any use or copying of the Platform for any other purpose is expressly prohibited, unless prior written consent is obtained from us. You may contact us at investorservices@jelix.vc if you wish to seek such consent.
  5. Subject to applicable law, we may revoke the permission referred to in clauses 8(b) and 8(d) at any time and may suspend or deny your access to or use of the Platform without notice, if you breach, or we reasonably believe you have breached, any of these terms of use.

8.2 Linking to this Platform

  1. We encourage you to provide links to the Platform. While you may use the name “www.jelix.vc ” in the text of any such link, you may not use the Jelix logo or any of our other trade marks without our prior written consent.
  2. You must not frame this Platform, or represent or imply that any part of the Platform belongs to anyone other than us.
  3. If we notify you that we object to the manner in which you provide links to this Platform, you must immediately cease providing such links.

9. General restrictions

In using the Platform, you must not:

  1. provide us with inaccurate or incomplete information;
  2. violate any applicable laws, or use the Platform for any purpose that is unlawful;
  3. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
  4. collect or store data about other users of the Platform; or
  5. engage in any other conduct that inhibits any other person from using or enjoying the Platform.

10. Warranties and liability

  1. All express or implied guarantees, warranties, representations, statements, terms and conditions relating to these terms of use and the Platform that are not contained in these terms of use, are excluded to the maximum extent permitted by law.
  2. In particular, and without limiting paragraph (a):
    1. while we endeavour to provide a convenient and functional Platform, we do not guarantee that that your requirements will be met or that your use of the Platform will be uninterrupted, error free or that the Platform is free of viruses or other harmful components; and
    2. we cannot be responsible for any loss, corruption or interception of data sent to or from our Platform which occurs outside of our computer systems (such as those which occur while being sent over the internet).
  3. We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer.
  4. Nothing in these terms of use excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
  5. If any guarantee, term, condition or warranty is implied into these terms of use under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
    1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
    2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
  6. Subject to clauses 10(g) and 10(h) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these terms of use or the Platform whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the amount you have paid us in the way of fees under the Investment Management Agreement.
  7. Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
    1. special, indirect, consequential, incidental or punitive damages; or
    2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,
      whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
  8. Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.

11. Variation of the Platform

We may from time to time and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Platform.

12. Links and advertisements

The Platform may contain links to other third party websites, and also advertisements which include embedded links. We have not reviewed any of the sites linked to the Platform and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Platform. The inclusion of any link or advertisement does not imply that we endorse the linked site or the subject matter of the advertisement.

13. Privacy policy

In using the Platform, you may give us personal information. By using the Platform, you grant us consent to collect, store, use and disclose such personal information in accordance with our privacy policy. Please click on this link to view our privacy policy.

14. Force Majeure

Neither party will be liable for any failure or delay in performing any of its obligations under these terms if such delay is caused by circumstances beyond that party’s reasonable control.

15. Infringing or objectionable content

If you believe the Platform contains elements that are objectionable, or infringe copyright or any other rights, please contact us by emailing us at investorservices@jelix.vc and provide particulars of such content and a detailed description of why it is objectionable or infringing.

16. General

  1. If any part of these terms of use is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
  2. These terms of use are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
  3. These terms of use constitute the entire agreement between us and you in relation to the Platform and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Platform.
  4. Your use of the Platform is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Platform, including sending you electronic notices.
  5. The provisions of these terms of use which by their nature survive termination or expiry of these terms of use will survive termination or expiry of these terms of use.
  6. No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
  7. The word “including” when used in these terms of use is not a term of limitation.