Terms and Conditions of Use – CrowdfundUP
Property and Equity Crowdfunding

PART 1 - GENERAL TERMS AND CONDITIONS

February 2016

CrowdfundUP Pty Ltd (ACN 166 872 484) is an authorised representative of Big Start Pty Ltd (ABN 87 162 024 866) AFSL no. 474592. To the extent (if any) that CrowdfundUP’s activities in relation to the Website or Services involve the provision of Financial Services, CrowdfundUP provides those Financial Services as authorised representative of Big Start Pty Ltd.

If you would like to receive a copy of the authorisation under which we are authorised to provide Financial Services, you can request a copy by sending an email to info@crowdfundup.com and we will provide you with a copy within 10 business days.

  1. The Agreement
    1. 1.1 These General Terms and Conditions of Use constitute a bilateral agreement between you and CrowdfundUP Pty Ltd ACN 166 872 484 (CrowdfundUP or we or us) trading as CrowdfundUP (Agreement).
    2. 1.2 This Agreement governs your use of the Website and the Services, whether as an Investor, a Fundraiser or otherwise.
    3. 1.3 Please read this Agreement carefully. By using the Website or the Services, you agree to be bound by this Agreement and the Policies, including the Privacy Policy. Part 4 contains the definitions of certain terms used in this Agreement.
    4. 1.4 If you are an Investor or a Fundraiser, we will also send you additional terms and conditions that set out the rules governing Transactions (Additional Terms). If you participate in a Transaction, you agree to be bound by and comply with those Additional Terms (as well as this Agreement and the Policies).
    5. 1.5 We may change or amend the Agreement from time to time. If we amend or change the Agreement, you will be notified the next time you visit the Website and asked to confirm that you agree to the amended terms. If you do not agree to our amendment(s), you must immediately stop using the Website and the Services.
    6. 1.6 In addition to Part 1 and Part 4, which apply to everyone:
      1. (a) Part 2 applies to you if you are a Fundraiser; and
      2. (b) Part 3 applies to you if you are an Investor.
  2. How the Website and Services work
    1. 2.1 The Website and Services together constitute a Business Introduction Service. One of our objects is the promotion and encouragement of investment in small and medium sized enterprises that employ up to 250 employees.
    2. 2.2 The Website and Services allow you to:
      1. (a) be introduced to Australian companies looking to raise capital for the purposes of funding new and pre-existing business ventures; and
      2. (b) as a Fundraiser – be introduced to individuals and other persons interested in investing money in Projects.
    3. 2.3 Whenever you use the Website and/or Services, whether as a prospective or actual Fundraiser or Investor, public/private key cryptology is used for security purposes, including for the purposes of verifying your identity and/or an electronic or digital signature used to execute a document, as well as the authenticity of a document. This means that certain information may be captured about you for the purposes of verifying your identity and the validity of an electronic or digital signature including: your IP address, the device and browser type you use, the time and date at which you accessed the Website and/or the Service and the time and date that a signature is inserted into a document and your account ID and password in order to verify your account.
    4. 2.4 By using the Website and/or Services or by otherwise communicating with CrowdfundUP by electronic methods, you consent to the use of an electronic or digital signature as a means of executing any document or communication with CrowdfundUP. You further acknowledge that you have read, understood, approve of and agree to, the content and information in the document and/or communication to which your electronic or digital signature has been applied.
    5. 2.5 You acknowledge and accept that you will be responsible for the security of your account ID and password and the use of your electronic or digital signature and accept that CrowdfundUP is not liable for any use of your account ID, password and/or electronic or digital signature by a third party (whether authorised by you or not). You accept that any use of your electronic or digital signature in any document or communication with CrowdfundUP will be deemed to have been made by you and as such, you accept that you will be bound by the terms of any document or communication to which your electronic or digital signature has been applied.
  3. How Transactions work
    1. 3.1 A Transaction involves the Investor subscribing for Securities in a Fundraiser. The terms of each Transaction will be governed by the relevant Project Terms and the terms of the relevant Offer. A Transaction is a bilateral agreement between a Fundraiser and an Investor, and we are neither parties to, nor involved in discussions or negotiations concerning, that agreement.
    2. 3.2 CrowdfundUP’s role in the Offer and Transaction process is limited to that of the provider of a Business Introduction Service.
    3. 3.3 In addition to the obligations imposed on you by other sections of this Agreement in relation to Offers and Transactions and by any Additional Terms, you agree that if you participate in a Transaction (whether as Fundraiser or Investor), you will comply strictly with any legal or other formalities which would render that Transaction ineffective, void or unlawful if not complied with, including executing all necessary documentation, agreements and Security transfer forms.
  4. Making payments
    1. 4.1 We use PromisePay as our third party service provider for payment processing in relation to Transactions.
    2. 4.2 By participating in a Transaction, you agree to be bound by:
      1. (a) PromisePay’s Privacy Policy which is located at http://www.promisepay.com/privacy and hereby consent and authorise us and PromisePay to share any information and payments instructions you provide with one another and, to the extent required to complete your Transactions, with any third party service provider(s);
      2. (b) if you are a Fundraiser, PromisePay’s User Terms which are located at: http://www.promisepay.com/seller_agreement;
      3. (c) the provisions of the PromisePay Agreement to the extent that they relate to you, including sections 9, 11, 12, 13(c) and 18. In the event of any conflict between this Agreement and the PromisePay Agreement, the PromisePay Agreement shall prevail; and
      4. (d) any other PromisePay terms and conditions applicable to you from time to time,
        (together, the PromisePay Terms).
    3. 4.3 Any dealings you have with PromisePay, and any use by you of PromisePay’s services, whether as a Fundraiser or Investor, are on the basis of the agreements you have with PromisePay. We are not party to those agreements and have no authority or control over funds paid by you via PromisePay’s payment gateway or held by PromisePay for your or on your behalf.
  5. Your account
    1. 5.1 To create an account on the Website as a Fundraiser you must follow the steps in section 1.2
    2. 5.2 To create an account on the Website as an Investor you must follow the steps in section 1.3
    3. 5.3 You must create an account on the Website as either a Fundraiser or an Investor to:
      1. (a) gain full access to Website content and pages, including Profile Pages and Project Pages;
      2. (b) gain full access to, and fully use, the Services;
      3. (c) in the case of a Fundraiser only, raise funds for a Project;
      4. (d) invest in a Project; or
      5. (e) participate in Transactions.
    4. 5.4 You agree that we may send you administrative and/or promotional emails regarding your account, the Website, the Services and Transactions if you have created an account as an Investor or Fundraiser or have otherwise provided your email address to us.
    5. 5.5 Once you have created an account on the Website as a Fundraiser or Investor, we will send a confirmation email to your nominated email address to confirm the details of your account. The confirmation email will also contain a link to our Financial Services Guide, which we are giving to you to the extent (if any) that we are providing you with Financial Services. Our Financial Services Guide is also available at FSG.
    6. 5.6 If you do not wish to receive further emails from us, you can send a request to admin@crowdfundup.com.au or click the ‘unsubscribe from email list’ link at the bottom of our emails to you. Unsubscribing from our email list does not cancel your Fundraiser or Investor account.
    7. 5.7 CrowdfundUP is not liable for any loss suffered as a result of you not receiving our emails, including as a result of you not providing us with a complete, accurate or correct email address, or as a result of your firewall or filter settings.
  6. Fees
    1. 6.1 CrowdfundUP will only charge Fees to Fundraisers and Investors on the conditions and in the manner set out in this section 5.
    2. 6.2 There are no fees for:
      1. (a) creating an account as a Fundraiser or Investor;
      2. (b) creating a Profile Page;
      3. (c) creating a Project Page for a Online Project; or
      4. (d) browsing the Website (including Online Profile Pages and Online Project Pages).
    3. 6.3 You agree that if you are a Fundraiser, CrowdfundUP is entitled to a fee of up to 3% + GST of any amount raised by you or your Related Bodies Corporate or Associates, at any time before the expiry of 12 months after the end of the Funding Period, from any person introduced to you through the use of the Website or Services (Fees).
    4. 6.4 Where this section 6 imposes a liability on you to pay Fees in relation to a Project, you agree that:
      1. (a) you will, and are under an obligation to, pay any Fees for which you are liable in relation to that Project; and
      2. (b) any Additional Terms notified to you may set out further requirements in relation to the manner of payment of Fees.
    5. 6.5 If a Project maintains an Online Project Page it shall display the Fees, which may vary from the Fees outlined in section 5.3
    6. 6.6 Other than the charging of Fees, neither CrowdfundUP nor any associate of CrowdfundUP has any pecuniary interest in the outcome of any investment decision by Fundraisers or Investors.
    7. 6.7 In addition to the Fees, if you participate in a Transaction, you will be responsible for paying any fees charged by PromisePay for processing payments you make or receive. PromisePay’s fees are detailed in section 6 of the PromisePay Agreement. Other PromisePay Terms may contain details about PromisePay’s fees from time to time, so you should read all PromisePay Terms carefully before using any PromisePay services. Further information about PromisePay’s role in Transactions is set out in the Additional Terms.
  7. Suspension or termination
    1. 7.1 We may in our sole discretion at any time and without notice:
      1. (a) suspend a Service or the Website;
      2. (b) cancel, reject, or suspend a Project or the account of a Fundraiser or Investor;
      3. (c) take down or block access to a Online Profile Page or Online Project Page; and
      4. (d) remove, edit, or modify any Content appearing on the Website,
      5. in the following cases:
      6. (e) you breach or do not comply with this Agreement;
      7. (f) we suspect on reasonable grounds that you have breached or might or will breach any term of this Agreement;
      8. (g) in cases where CrowdfundUP suspects fraud or error;
      9. (h) in cases where CrowdfundUP suspects that there has been misuse of the Website or the Services or use of the Website or the Services to conduct any illegal activity;
      10. (i) we are required to do so by law or by order of ASIC or any other regulatory body; or
      11. (j) for any other reason (whether or not it relates to you or your conduct).
    2. 7.2 We may in our sole discretion permanently or temporarily prevent or terminate your use of the Website or Services, or terminate this Agreement with you, whether as an Investor, Fundraiser or otherwise.
    3. 7.3 You may terminate this Agreement at any time by emailing us at info@crowdfundup.com.au and requesting termination.
    4. 7.4 If this Agreement is terminated for any reason, the termination will not affect any rights or obligations which accrued to any party before the time of termination, including:
      1. (a) the obligation to pay, and our right to be paid, the Fees;
      2. (b) an Investor’s obligation to invest in a Fundraiser in accordance with this Agreement (and any relevant Additional Terms governing the Transaction) if it has accepted a Fundraiser’s Offer; and
      3. (c) a Fundraiser’s obligation to issue Securities to any Investor which has accepted an Offer (in accordance with the terms of the Offer and otherwise in accordance with this Agreement and any relevant Additional Terms governing the Transaction).
    5. 7.5 CrowdfundUP’s rights as set out in this section 6 do not prejudice any other right or remedy CrowdfundUP may have in respect of any breach or any rights, obligations or liabilities which accrue prior to termination of this Agreement.
  8. Intellectual property
    1. 8.1 All Intellectual Property Rights in
      1. (a) the Website, including the CrowdfundUP logo, all Website design, text, graphics, software, photos, music, sounds, underlying source code and software; and
      2. (b) the Services or any part of them,
      3. are owned by CrowdfundUP or licensed to CrowdfundUP and you must not, and must not attempt to, obtain or register ownership or title to any such Intellectual Property Rights. Nothing in this Agreement, the Additional Terms or on the Website constitutes a transfer or licence of any such Intellectual Property Rights to you.
    2. 8.2 We do not have any ownership rights over Content that you submit to us for inclusion on the Website. By submitting any Content to us, you grant to CrowdfundUP a perpetual, royalty-free, non-exclusive, irrevocable, sub-licensable and transferable licence to:
      1. use, edit, modify, prepare derivative works of, reproduce, publish, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully utilise such Content and your Intellectual Property Rights in that Content in connection with:
        1. the Website;
        2. the Services;
        3. CrowdfundUP’s businesses; and
        4. promoting, marketing, and redistributing part or all of the Website (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third-party websites);
      2. take whatever other action is required to perform and market the Services;
      3. allow users of the Website to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use your submitted Content and Intellectual Property Rights in that Content in connection with the Services; and
      4. use and publish, and permit others to use and publish, your submitted Content, Intellectual Property Rights in that Content, names, likenesses, and personal and biographical materials of you in connection with the provision or marketing of the Services,
      5. (the Licence).
    3. 8.3 By submitting Content to us for inclusion on the Website, you represent and warrant to us that such Content does not infringe any third-party Intellectual Property Rights and that you are legally entitled to grant the Licence to us.
    4. 8.4 The Licence survives the termination of this Agreement.
  9. Representations, guarantees and our liability
    1. Website and Services
    2. 9.1 By using the Website or any of the Services, you represent and warrant that:
      1. (a) you are 18 years of age or over and that you are legally capable of entering into this Agreement with CrowdfundUP;
      2. (b) your use of the Website or any of the Services complies with all applicable local, state and federal laws, rules and regulations as well as any treaties which apply to your use of the Website or Services; and
      3. (c) any information you provide to us is true, accurate and correct, and not misleading or deceptive in any way.
    3. 9.2 CrowdfundUP does not represent, and nothing on the Website is to be construed as CrowdfundUP representing to you, that the Website and/or Services are available to or suitable for use by any person outside Australia. If you access or use the Website and/or Services from a place outside Australia, you do so at your own risk and you are solely responsible for ensuring compliance with all applicable laws of that place and for all the consequences of such access or use.
    4. Content
    5. 9.3 Any Content:
      1. (a) on the Website pertaining to Fundraisers and their Projects, including the information contained in and featured on Online Profile Pages or Online Project Pages; or
      2. (b) that is downloadable by you from Online Profile Pages or Online Project Pages, including any Content that forms part of or is contained in an IM,
      3. is Content that is supplied to us by Fundraisers or other third parties and CrowdfundUP makes no representation, guarantee or warranty that such Content is accurate or correct. It is your responsibility to verify any such Content.
    6. 9.4 CrowdfundUP does not endorse or assume responsibility for the Content contained in or on a Fundraiser’s Online Profile Page or Online Project Page(s), in a Fundraiser’s IM or in any Offer document given to an Investor by a Fundraiser. You acknowledge and agree that neither CrowdfundUP nor any other person who uses, or is associated with, the Website or Services has been endorsed or approved by ASIC.
    7. 9.5 We are not responsible for any errors or omissions in Content you submit to us.
    8. Projects and Transactions
    9. 9.6 CrowdfundUP does not guarantee or make any representations or warranties concerning the use of any funds received by a Fundraiser. It is up to Investors to conduct the due diligence they regard as necessary before investing in a Project or participating in a Transaction. CrowdfundUP is under no obligation to become involved in any disputes or proceedings of any nature which may arise between a Fundraiser and Investor.
    10. 9.7 As an Investor or a Fundraiser, you agree that CrowdfundUP is not under any circumstances liable or responsible for:
      1. (a) any Project not attaining its Funding Goal (by the end of the Funding Period or otherwise);
      2. (b) the failure of a Fundraiser to comply with any applicable law (including the Class Order) in relation to a Project, Online Profile Page, Online Project Page, Offer or Transaction; or
      3. (c) the failure of a Fundraiser to carry out or complete a Project, or to carry out a Project as stated or within any time periods specified by the Fundraiser,
      4. and your sole and exclusive remedy for any and all claims and causes of action of any kind relating to or arising out of a Project or Transaction is against the Fundraiser.
    11. General
    12. 9.8 To the fullest extent permitted by law:
      • (a)CrowdfundUP does not warrant that the Website or Services will be uninterrupted, error-free, secure or free from interception or that the servers hosting the Website and facilitating the Services will be free from any virus or other harmful elements, and CrowdfundUP is not liable to you in relation to any interruptions or omissions in connectivity or internet services relating to the Website or Services;
      • (b) CrowdfundUP excludes all representations, warranties, terms and conditions, whether express or implied (including those implied by statute, custom, law or otherwise) except as expressly set out in this Agreement;
      • (c) CrowdfundUP excludes all liability for any damages or loss suffered by you (including loss of profits, loss of revenue, economic loss, loss of data, direct loss, indirect loss, or consequential or incidental loss) however caused (including damage or loss arising in contract, tort (including negligence), statute or otherwise) in connection with:
        1. (i) your use of or reliance on the Website, the Services and/or its/their continued availability;
        2. (ii) any exercise of CrowdfundUP’s rights under section 6;
        3. (iii) the failure of a Fundraiser or Investor to meet its obligations under this Agreement, the Additional Terms or under the agreement which results from an Investor accepting a Fundraiser’s Offer; and
        4. (iv) your participation in any Transaction or in any negotiations or discussions relating thereto.
      • (d) your use of the Website (including all Content on or obtained from the Website) and/or the Services is at your sole risk.
    13. 9.9 CrowdfundUP does not exclude or restrict any liability:
      1. (a) to the extent that this is not permitted under the Competition and Consumer Act 2010 (Cth); or
      2. (b) for breach of the consumer guarantees in the Australian Consumer Law (if those guarantees apply to any goods or services we provide to you).
  10. Indemnity
    1. You agree to indemnify CrowdfundUP, its related bodies corporate (as defined in the Corporations Act), and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages , obligations, losses (including loss of profits, loss of revenue, economic loss, loss of data, direct loss, indirect loss, or consequential or incidental loss, and including damage or loss arising in contract, tort (including negligence), statute or otherwise), liabilities, costs, debts and expenses (including legal fees and costs) arising from or as a result of or relating to your use of the Website or any of the Services (whether as an Investor, Fundraiser or otherwise), including a breach of this Agreement or the Additional Terms, or any of the representations, warranties or promises you give in this Agreement or in the Additional Terms, or any violation of applicable law or court order.
  11. Privacy
    1. Your privacy is important to us. We hold your personal information in accordance with our Privacy Policy (accessible at www.crowdfundup.com/privacy-policy/), the terms of which form part of this Agreement. By using the Website and/or any of the Services, you agree to the use and collection of your personal information in accordance with the Privacy Policy.

    PART 2 - TERMS AND CONDITIONS AS BETWEEN US AND YOU AS FUNDRAISER

  12. Creating an account as a Fundraiser
    1. 12.1 To create an account as a Fundraiser you must:
      1. (a) be an Australian corporation with 250 employees or less (counting any part-time employee as an appropriate fraction of a full-time equivalent); and
      2. (b) provide us with your certificate of incorporation.
    2. 12.2 Once you have created an account as a Fundraiser, you will be able to create a Fundraiser profile page (Online Profile Page) and submit Project proposals to us in accordance with the Additional Terms that we will provide to you.
    3. 12.3 If your Project proposal is approved (in our sole discretion), you will be able to create a online project page for that Project (Online Project Page).
    4. 12.4 CrowdfundUP reserves the right to, at any time and in its absolute discretion:
      1. (a) ask you for any further information, materials, or documentation in relation to you, your account as a Fundraiser, or your Project;
      2. (b) refuse to grant you an account as a Fundraiser or grant approval to any proposed Project.

    PART 3 - TERMS AND CONDITIONS THAT APPLY BETWEEN US AND YOU AS INVESTOR

  13. Creating an account as an Investor
    1. 13.1 To create an account as an Investor, you must provide us with the following information during the account-creation process:
      1. (a) your full name (required);
      2. (b) company name (if applicable);
      3. (c) your address (optional);
      4. (d) your State (required);
      5. (e) your email (required);
      6. (f) whether you are a:
        1. (i) private investor;
        2. (ii) Sophisticated Investor;
        3. (iii) Professional Investor; or
        4. (iv) media official; and
      7. (g) the amount you wish to invest.
    2. 13.2 You must be an Australian resident to create an account as an Investor..
    3. 13.3 If you describe yourself as a Professional Investor or Sophisticated Investor during the account-creation process, you agree that we may notify a Fundraiser in whose Project you express an interest that you are claiming Wholesale Investor status. It is the Fundraiser’s responsibility to verify your Wholesale Investor status and we will nevertheless continue to treat you as a Retail Investor.
    4. 13.4 CrowdfundUP reserves the right, at any time and in its absolute discretion, to:
      1. (a) ask you for any further information, materials, or documentation in relation to you or your account as Investor;
      2. (b) refuse to grant you an account as an Investor.
    5. 13.5 Once we have approved your account as an Investor, you will be able to browse Fundraisers’ Profile Pages and Project Pages and access the information relating to Fundraisers and Projects contained on those pages.

    PART 3 - TERMS AND CONDITIONS THAT APPLY BETWEEN US AND YOU AS INVESTOR

  14. General matters
    1. 14.1 Relationship between us and you
    2. This Agreement does not create a relationship of employment, trust, agency or partnership between CrowdfundUP and you.
    3. 14.2 Relationship with PromisePay
    4. You agree that any payment processing services provided by PromisePay will be provided to you directly by PromisePay acting in its own capacity, and that PromisePay is not acting on our behalf or as our agent, partner or in any other capacity, nor are we acting as PromisePay’s agent, partner or in any other capacity.
    5. 14.3 Entire agreement
    6. This Agreement, together with the Policies (including the Privacy Policy) and the Additional Terms, constitute the entire agreement between you and us in connection with its subject matter and supersede all previous agreements or understandings between you and us in connection with their subject matter.
    7. 14.4 Severability
    8. If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction
    9. 14.5 Survival
    10. Sections 7, 8, 9 and 10 and Part 4 of this Agreement, along with any provisions that are expressed to survive, or by their nature are intended to survive, termination or expiry of this Agreement, shall survive termination or expiry of this Agreement.
    11. 14.6 No waiver
    12. CrowdfundUP does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by us of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by us.
    13. 14.7 Event beyond our control
    14. CrowdfundUP is not liable for any breach of its obligations under this Agreement where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including lightning, fire, flood, severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, or failure of any telecommunications, satellite, computer or global positioning system.
    15. 14.8 No assignment
    16. You may not assign or transfer or delegate or otherwise deal with any of your rights or obligations under this Agreement. CrowdfundUP has the right to assign, delegate or otherwise deal with all or any of its rights or obligations under this Agreement to any person.
    17. 14.9 Governing Law
    18. This agreement will be governed by and construed in accordance with the law for the time being in force in New South Wales and the parties, by entering into this agreement, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.
  15. Interpretation
    1. In this Agreement, headings are for convenience only and do not affect interpretation, and unless otherwise stated:
      1. (a) the singular includes the plural and vice versa and a gender includes other genders;
      2. (b) other grammatical forms of a defined word or expression have a corresponding meaning;
      3. (c) a reference to a section or Part is to a section or Part of this Agreement;
      4. (d) a reference to this Agreement includes the Agreement as novated, altered, supplemented or replaced from time to time;
      5. (e) a reference to A$, $A, dollar or $ is to Australian currency;
      6. (f) a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
      7. (g) a reference to a person includes a natural person, partnership, firm, body corporate, trust, joint venture, association, governmental or local authority or agency or other entity;
      8. (h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
      9. (i) specifying anything in this Agreement after the words “includes”, “including”, “for example” or similar expressions does not limit what else is included in this Agreement.
  16. Definitions
    1. Capitalised terms not otherwise defined in this Agreement have the following meanings:
    2. Additional Terms has the meaning given in section 1.4.
    3. Agreement has the meaning given in section 1.1.
    4. ASIC means the Australian Securities & Investments Commission.
    5. Associate has the meaning given in sections 11 and 15 of the Corporations Act.
    6. Business Introduction Service means an Introduction Service as that term is defined in the Class Order.
    7. Class Order means ASIC [CO 02/273] “Business introduction or matching services”.
    8. Content means information, statements, representations, material, images, logos, photographs, graphical content, audio, file, data or any other content but does not include any Content that incorporates Intellectual Property Rights owned by CrowdfundUP.
    9. Corporations Act means the Corporations Act 2001 (Cth).
    10. CrowdfundUP or we or us means CrowdfundUP Pty Ltd ACN 166 872 484 trading as CrowdfundUP.
    11. Fees has the meaning given in section 5.
    12. Financial Services means:
      1. (a) providing general financial product advice in relation to securities; or
      2. (b) dealing in securities by applying for, acquiring, varying or disposing of securities on behalf of another, or arranging for a person to do any of those things.
    13. Funding Goal means, in relation to Projects with an Online Project Page , the funding goal specified on that Project’s Online Project Page by the Fundraiser responsible for that Project.
    14. Funding Period means, in relation to Projects with an Online Project Page , the funding period specified on that Project’s Online Project Page by the Fundraiser responsible for that Project.
    15. Fundraiser has the meaning given in section 2.2(a).
    16. IM means an information memorandum in relation to a Fundraiser’s Project that is accessible on the relevant Online Project Page, or is distribute by CrowdfundUP conducting its services.
    17. Intellectual Property Rights means statutory and other proprietary rights in respect of copyright and neighbouring rights, all rights in relation to inventions, patents, plant varieties, registered and unregistered trade marks, registered and unregistered designs, circuit layouts and confidential information, but does not include moral rights that are not transferable.
    18. Investor has the meaning given in section 2.2(b).
    19. Investment Sum means, in relation to an Investor in a particular Project, the amount which that Investor has agreed to contribute to that Project in accordance with the terms of the relevant Offer.
    20. Licence has the meaning given in section 7.2.
    21. Offer means a formal offer by a Fundraiser to an Investor, pursuant to which the Fundraiser offers to issue Securities in the Fundraiser to the Investor in return for the Fundraiser receiving the Investor’s Investment Sum, such offer being a personal offer for the purposes of paragraph 2(b) of the second Exemption in the Class Order.
    22. Policies means any CrowdfundUP policies that feature on the Website from time to time (and as amended from time to time), and includes the Privacy Policy.
    23. Privacy Policy means the CrowdfundUP Privacy Policy (accessible at www.crowdfundup.com/privacy-policy/).
    24. Professional Investor has the meaning given to that term in section 9 of the Corporations Act.
    25. Profile Page has the meaning given in section 11.2.
    26. Project has the meaning given in section 2.2(a).
    27. Project Page has the meaning given in section 11.3.
    28. Project Terms means, in relation to a Project, the terms and conditions for that Project specified in the IM for that Project.
    29. PromisePay means PromisePay Pty Ltd (ABN 49 167 436 722).
    30. PromisePay Agreement means the Payment Services Agreement between PromisePay and CrowdfundUP included as an Appendix to this Agreement (the material terms of which are also accessible at https://promisepay.com/policies/payment-services-agreement/).
    31. PromisePay Terms has the meaning given in section 4.2.
    32. Related Body Corporate Corporate has the meaning given in the Corporations Act.
    33. Retail Investor means a person who is not a Wholesale Investor.
    34. Security means:
      1. (a) a share in an Australian company; or
      2. (b) a unit in a unit trust,
    35. Services means any services and facilities provided on or through or by means of the Website or associated with the Website.
    36. Sophisticated Investor means a person who is a sophisticated investor within the meaning of section 708(8) of the Corporations Act.
    37. Transaction means:
      1. (a) in the case of an Investor – the steps involved in, and the process of, contributing funds to a Fundraiser’s Project by accepting that Fundraiser’s Offer to subscribe for Securities in the Fundraiser; and
      2. (b) in the case of a Fundraiser – the steps involved in, and the process of, making an Offer to an Investor to subscribe for Securities in the Fundraiser and, if the Offer is accepted, issuing Securities to that Investor in accordance with the terms of the Offer.
    38. Website means the CrowdfundUP website located at www.crowdfundup.com.
    39. Wholesale Investor means a Professional Investor or Sophisticated Investor.
    40. you means you (whether you are an individual or an organisation) and, where the context permits or requires, includes a Fundraiser or Investor and anyone acting on behalf of the aforementioned persons with their express or implied authority.


APPENDIX - PROMISEPAY AGREEMENT


Overview of CrowdfundUP’s proposed alternate payment arrangements

February 2016

  1. CrowdfundUP (CfUP) engages a third party electronic payment processing service, (PromisePay https://promisepay.com/) in order for PromisePay’s service to be linked within CfUP’s business introduction service platform (Platform).
  2. When an Issuer creates a project profile on the Platform, it also enters into PromisePay’s User Terms (http://www.promisepay.com/seller_agreement) and any other PromisePay terms and conditions applicable to the Issuer. All such terms and conditions constitute an agreement directly between the Issuer and the PromisePay.
    1. (a) CfUP is not a party to that agreement.
    2. (b) CfUP has no authority to control funds paid to the Issuer by Investors using the PromisePay payment gateway
  3. The Issuer’s project fundraising campaign commences (with a specified funding goal and funding period).
  4. When an Investor wishes to express its interest in an Issuer’s project that is published on the Platform, the Investor creates a stored value account with PromisePay. This is an arrangement directly between the Investor and PromisePay.
    1. (a) CfUP is not a party to that arrangement.
    2. (b) CfUP has no authority to control funds in the Investor’s stored value
  5. In accordance with the Platform’s procedures, the Investor and the Issuer proceed with expression of interest, offer and acceptance, all of which occur outside the Platform.
  6. At the conclusion of the Issuer’s project fundraising campaign, either:
    1. (a) the funding goal has been reached; or
    2. (b) the funding goal has not been reached.
  7. If the funding goal has not been reached, then:
    1. (a) the Issuer’s securities offers lapse;
    2. (b) the Issuer is not obliged to issue any securities to the Investor; and the Investor is not required to transfer any funds from its stored value account to the Issuer
    3. The arrangements between the Investor and that Issuer are at an end.
  8. If the funding goal has not been reached, then:
    1. (a) the Issuer issues the securities that the Investor has subscribed for;
    2. (b) the Issuer sends the Investor an email requesting that the Investor transfer funds from the Investor’s stored value account to the Issuer, enclosing a link enabling the Investor to do so;
    3. (c) the Investor authorises the payment from its stored value account to the Issuer; and
    4. (d) the Issuer pays CrowdfundUP’s fee for the successful fundraising campaing out of the funds received from the Investor uder paragraph (c), by authorizing PromisePay to deduct CrowdfundUP’s fee from those funds
    5. The transaction is thus concluded.

By accepting these terms and conditions you give consent for CrowdFundUp to disclose your name, residential address and date of birth to a credit reporting agency and ask the credit reporting agency to provide an assessment of whether the personal information so provided matches (in whole or in part) personal information contained in a credit information file in the possession or control of the credit reporting agency to assist in verifying your identity for the purposes of the Anti-Money Laundering and Counter-Terrorism Act 2006. The credit reporting agency may prepare and provide CrowdFundUp with such an assessment and may use your personal information including the names, residential addresses and dates of birth contained in credit information files of you and other individuals for the purposes of preparing such an assessment.