Investor Agreement

This agreement applies to Investors. If a CSF Issuer wishes to register with AgCrowd as an Issuer, the company will need to complete an application and enter into a Hosting Agreement with us.

 

INVESTOR AGREEMENT

 

RISK WARNING

 

Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks. You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.

Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares. Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

Although you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money. There are rules for handling your money. However, if your money is handled inappropriately or the person operating this platform becomes insolvent, you may lose your money. Read all information given carefully, and seek independent financial advice before committing yourself to any investment.

 

AGREEMENT

AgCrowd Pty Ltd (ACN 620 434 988, AFSL 511673) (AgCrowd, we, us or our) provides an equity crowd-sourced funding (CSF) intermediary service via our online platform at www.agcrowd.com.au  (Platform) under the conditions of our Australian Financial Service Licence No. 511673 (CSF Service). 

This Investor Agreement constitutes a binding agreement between AgCrowd and You as the “Investor”, being a person who is eligible under the Corporations Act 2001 (Cth) (the Act) to invest in fully-paid ordinary shares of CSF Issuers (or other entities) as offered to retail and wholesale clients (CSF Offer) through the Application Facility on our Platform.

 

By signing up to use the Agcrowd Platform, you will be able to:

 

(a)   view CSF Offers and Offer Documents on the Platform;

(b)   access a communication facility in which you will be able to submit questions and make posts relating to each CSF Issuer and CSF Offer and review posts relating to each to each CSF Issuer and CSF Offer made by others on the Platform,

(c)   but you will not be able to subscribe for any shares in an Issuer under an Offer until you have registered with us as an Investor and entered into this Investor Agreement.

This Investor Agreement, our Platform Terms and Conditions, Privacy Policy, the Mobile Devices Terms and all policies posted on our Platform set out the full terms and conditions (Terms) on which we offer you access to and use of our Platform, Services, applications and tools.  By accessing or using our Platform, regardless of whether or not you are a registered user, you agree to comply with the Terms when accessing or using our Services and undertake to familiarise yourself with and comply with the Terms relevant to your use of our Platform (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 these terms and conditions.

 

The Terms set out below take effect from [insert date].

 

1.         REGISTERING AN INVESTOR ACCOUNT WITH AGCROWD

By registering for an Investor Account on the AgCrowd Platform, You confirm that you have read, understood and accept:

(a)   this Investor Agreement (this Agreement) and agree to be bound by it;

(b)   the Risk Warning described above;

(c)   AgCrowd’s Platform Terms and Conditions and agree to be bound by it;

(d)   AgCrowd’s Financial Services Guide (FSG); and

(e)   AgCrowd’s Privacy Policy,

collectively, our Terms.

 

2.         ELIGIBILITY CRITERIA FOR INVESTORS

By registering for an Investor Account on the AgCrowd Platform, You represent and confirm that you are eligible to invest in CSF Offers and Expression of Interest (EOI) Offers from Issuers, as follows:

(a)   where You are an individual, that You are over 18 years of age and that You have not registered another Account with AgCrowd in Your name;

(b)   where You are registering on behalf of a Company, Partnership or Trust, the Company, Partnership or Trust does not have another Account registered with AgCrowd for the same legal entity;

(c)   You agree to supply us with all information and documentation that We require to allow Us to provide the CSF Service and our obligations including information which will allow us to verify Your source of funds;

(d)   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 ACN or ABN; your residential address (for individuals) 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 each trustee of that trust; and any other information requested by us;

(e)   You have not and will not supply us with information that is inaccurate or misleading;

(f)    You will notify us promptly of any change to the information supplied by You to Us by keeping Your details up to date;

(g)   you will provide Us with any additional information which may be reasonably required to fulfil our legal, regulatory and contractual obligations;

(h)   you have the legal authority and capacity to make an Application to invest and enter into Agreements with Us;

(i)    if You are an Investor located outside of Australia or are a citizen of another jurisdiction, You take sole responsibility for ensuring the legality of the investment in CSF Offers and agree that AgCrowd takes no responsibility for determining whether You are legally able to Invest in the CSF Offer; and

(j)    you are not a citizen or resident of the United States of America, Canada or any other jurisdiction where offers of this kind may be unlawful or require the Issuer, AgCrowd or any other person to be registered or take additional steps under the laws of that jurisdiction.

 

3.         AGCROWD’S SERVICE TO YOU AS A RETAIL INVESTOR

3.1       AgCrowd will provide the crowd-sourced service to You as a Retail Investor.

3.2       For the purposes of section 738D of the Act, a retail investor (Retail Client) in relation to a CSF Offer:

(a)   agrees that the total sum of their investments made through our Platform will not exceed $10,000 through CSF Offers by the same Issuer in any 12-month period;

(b)   in addition to any other information we may require, provides an acknowledgement (in the form required under the Corporations Regulations 2001 (Cth)) that you have read and understood the risk warning statement before applying for shares under each CSF Offer; and

(c)   You acknowledge that your application will be rejected where it will result in you breaching this cap or where you have not provided this acknowledgement.

3.3       If you are a person who does not meet the definition of a Retail Client and, instead you meet the requirements of section 708(8) or section 708(11) and section 761G of the Act as either a sophisticated investor or a professional investor, you will be classified as a ‘Wholesale Client” and you must also provide to us your completed Excluded Party Declaration Form (and Accountant's Certificate, if applicable) providing details of your exclusion from the requirement for disclosure in accordance with Chapter 6D of the Act.

3.4       As a Wholesale Client you will not be entitled to the Cooling-Off Rights set out in this Agreement, nor be required to complete a Risk Acknowledgement or restricted by the Investor cap.

3.5       If you are applying to register as an Investor from outside Australia, or if you are not a citizen or resident of Australia (for individuals) or a company incorporated in Australia (for companies) (Overseas Investor), you are solely responsible for ensuring that it is lawful for you to access and receive Offers and to make Investments. Each Investor who is, or becomes, an Overseas Investor indemnifies AgCrowd 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 the Overseas Investor’s failure to comply with this clause 3.5.

 

4.         MAKING AN APPLICATION FOR SHARES

4.1       Before making an Application for a CSF Offer you should refer to our AgCrowd FSG which is designed to help You make an informed decision about the services We Offer. It includes information about AgCrowd, the financial services We provide, fees and compensation arrangements and the dispute resolution avenues available to You.

4.2       You can only make an Application for shares under a CSF Offer published on the AgCrowd Platform by applying through AgCrowd’s Application Facility when the CSF Offer is ‘Open’.

4.3       Prior to making an Application under the CSF Offer You will be required to complete a Risk Acknowledgement to indicate that You have read and understood the Risk Warning and the CSF Offer Document.

4.4       You should be aware that CSF Offer Documents published on AgCrowd’s Platform are prepared by the CSF Issuer. We do not verify the content of any CSF 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 CSF Offer Document.

5.         REJECTION OF CSF OFFER APPLICATIONS

5.1       AgCrowd has a right to reject Applications for shares at its sole discretion.  Your CSF Offer Application may be rejected, amongst other reasons, if:

(a)   You did not complete Risk Acknowledgement for the CSF Offer prior to applying under the CSF Offer; or

(b)   Your Application means that You would invest more than $10,000 in one CSF Issuer on AgCrowd’s Platform in a 12-month period.

5.2       A CSF Issuer may, in its sole discretion, refuse to permit any Overseas Investor from accepting its CSF Offer, or restrict or place conditions on Overseas Investors wishing to accept its CSF Offer.

6.             WITHDRAWAL & COOLING OFF RIGHTS

6.1       A person who has made an Application to invest pursuant to a CSF offer may withdraw their Application in certain circumstances under section 738X (defective offer) and 738ZD (cooling-off rights for retail clients) of the Act through the Application Facility.

6.2       If you are an Australian Retail Client, you have an unconditional right to withdraw an application made under a CSF Offer within five (5) business days of making the application. This five (5) business day cooling off period applies even once the offer is closed, this means that if you apply on the day that the offer closes, you still have the chance to cancel your application for another 5 days. 

6.3       Information about exercising your cooling off right is available on the CSF Offer page for each CSF Offer. If you decide to exercise your cooling off right, we will return your Application Monies to you as soon as practicable.  Please note: After the cooling off period has expired, you will be unable to withdraw your application.

6.4       In the case that a CSF Offer is Defective and a Supplementary Offer Document or Replacement Offer Document is issued by a CSF Issuer, investors receive a fourteen (14) day cooling off period from the day it is released to give them an opportunity to reconsider their investment. If you decide to exercise your cooling off right, we will return your Application Monies to you as soon as practicable. 

6.5       Sophisticated, Professional, Overseas and Wholesale investors can invest more than $10,000 in a CSF Offer on AgCrowd but will not be entitled to the five (5) day cooling off period in 6.3 above.

6.6       If an Issuer does not meet its minimum target by the closing date specified in the CSF Offer, or the CSF Offer is withdrawn or terminated before the closing date specified in the CSF AgCrowd will refund Your Application Money in full, as soon as practicable.

6.7       When you trigger your Withdrawal Rights within the cooling off period your funds will be immediately removed from the approved Application listing, even when the funds have not been returned to you. If you subsequently decide to continue with an investment in the CSF offer you will need to lodge a new Application and contribute new funds. This second  application will be ranked at the time of receipt (not the date and time of your earlier application).

6.8       Once a CSF Offer closes and we have conducted any outstanding due diligence, we will notify investors of their investment allocation. Investor contact details will be sent to the company so they can issue the shares to their new investors.

 

7.         OUR GATEKEEPER OBLIGATIONS

7.1       AgCrowd (and/or our third-party service providers) will undertake preliminary checks on each CSF  Issuer and its  directors and senior managers within ten (10) business days’ before an Issuers offer goes ‘live’ on the platform as required by our Gatekeeper Obligations.

7.2       AgCrowd is an AFS Licensee with authorisations that allow us to operate as a CSF intermediary.  It’s important that you understand who is responsible for the CSF Offer Document; what our responsibilities are and where you are relying on the directors of a CSF Issuer.

7.3       Our Gatekeeping obligations include things like checking a CSF Issuer is eligible to undertake equity crowd-sourced funding and undertaking good fame and character checks on a CSF Issuer’s directors.  At a minimum, our checks consist of:

(a)   checks of the ASIC website to confirm that the Issuer is registered, and the existing directors and shareholders are as we have been advised;

(b)   checks to confirm the registered address and principal place of business of the Issuer;

(c)   checks of the ASIC Personal Name Register for previous involvement of individuals with companies that have become insolvent;

(d)   checks of the ASIC Enforceable Undertakings Register;

(e)   checks of the ASIC Banned and Disqualified Register;

(f)    general internet searches for evidence of any director, officer or senior manager being bankrupt or involved with insolvent companies or the Issuer being involved in any litigation or dispute; and

(g)   that a CSF Offer Document contains the minimum information required.

7.4       If we consider that our checks disclose any issues of concern with regard to the CSF Issuer, its directors and senior management, we reserve the right to withdraw the CSF Offer at any time.

7.5       In addition to our checks, we may at our sole discretion and at any time (including after an Offer has gone live on the AgCrowd platform), consider that an Issuer is not suitable for raising funds through our Platform and accordingly refuse to permit the Issuer to use our Platform and/or withdraw any non-compliant Offer at any time. 

7.6       We also manage the investment process by keeping investors’ money in a trust bank account, enabling investors to exercise their Cooling Off Rights, and ensuring all investors are made aware of the risky nature of equity crowdfunding investments.

7.7       We do not actively monitor the CSF Issuer, its directors and senior management after fulfilling Our Gatekeeper Obligations.

7.8       The fact that We perform checks and that We publish a CSF Issuer investment Offer on the AgCrowd Platform, does not in any way offer guidance as to the future performance and results of Your Investment(s).

7.9       We do not undertake commercial, legal, operational due diligence on CSF Offer Documents in the systemic manner that has become market practice for disclosure documents.  We do not verify the content of any CSF Issuer or CSF Offer material and make no warranties, express or implied representations or guarantees in relation to the completeness, accuracy or reliability or the content of any CSF Offer materials.

 

8.         USING THE AGCROWD COMMUNICATION FACILITY

8.1       AgCrowd provides and maintains a Communication Facility for CSF Offers on our Platform.

8.2       The Communication Facility allows You, other Investors and Potential Investors, the CSF Issuer and AgCrowd to communicate with each other about the CSF Offer.

8.3       The Communication Facility enables You to:

(a)   post comments about the CSF Offer;

(b)   view  and respond to posts made by others, including Investors and Potential Investors about the CSF Offer; and

(c)   ask the CSF Issuer and AgCrowd  questions about the Offer.

8.4       AgCrowd and the CSF Issuer will respond to questions and comments posted on the Communication Facility.

8.5       You may only use the communication facility in relation to any CSF Offer for lawful and legitimate purposes, and you must not post, transmit or share information on the Platform that is unrelated to the CSF 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 law. All posts on the communication facility must be made in good faith.

8.6       Your communications may not appear in real time on the Communications Facility as AgCrowd reviews communications prior to them being published on the Communication Facility.

8.7       You are responsible for any content you post on the Platform.

8.8       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 CSF Offer.

8.9       AgCrowd has the right to not publish communications on the Communication Facility if it considers the communication to be:

(a)   misleading or deceptive;

(b)   not made in good faith;

(c)   unlawful;

(d)   content that you do not own;

(e)   irrelevant to the CSF Offer; or

(f)    for any other reason.

8.10    If in our view You continuously abuse the use of the Communication Facility, We have the right to terminate this Agreement with You and will revoke Your access to the Platform.

8.11    To the extent allowed by law, AgCrowd is not liable for any investment decision that You make in reliance of any communications that are posted on the AgCrowd Platform and Communication Facility.

9.         YOUR APPLICATION MONEY

9.1       AgCrowd holds your Application Monies in our trust account separately from any of our operating accounts and will only use those funds to:

(a)   refund in the event that You exercise Your Withdrawal Rights;

(b)   refund in the event that Your Application is Rejected;

(c)   refund in the event that your investment in the CSF Offer is oversubscribed;

(d)   refund in the event the CSF Offer is Unsuccessful;

(e)   refund it in the event the CSF Offer is Closed but not Complete; or

(f)    pay the Application Monies on your behalf to the Issuer (without interest, and less any fees owing by the Issuer to us) on Completion of a CSF Offer.

9.2       Refunds will be paid as soon as practicable, but in any event, within 14 days.

 

10.       CSF OFFERS GENERALLY

10.1    A CSF Offer is open from the time when it is first published our Platform and will remain open until closed by AgCrowd giving notice via the Platform that the CSF Offer is closed.

10.2    AgCrowd may close a CSF Offer at any time for any reason without penalty, review or notice.

10.3    AgCrowd will close a CSF offer at the earliest of the following times:

(a)   three (3) months after the CSF Offer is first published on the AgCrowd Platform;

(b)   any date specified in the CSF Offer Document as the date that the CSF Offer will close;

(c)   the CSF Offer is fully subscribed to the Maximum Subscription Amount as defined in the CSF Offer Document;

(d)   if the CSF Issuer withdraws the offer; or

(e)   if AgCrowd is no longer satisfied with the results under its Gatekeeper Obligations.

10.4    AgCrowd will remove a Defective Offer Document from the Platform and may close or suspend the CSF Offer by giving notice on the Platform.

10.5    Where a CSF Offer is suspended, it still remains open, and certain parts of the Offer remain accessible on the Platform, however, We will not accept Applications during this time.

10.6    When a CSF Offer is suspended, a notice of suspension will be on the Platform for the entire time the CSF Offer is suspended.

10.7    If the CSF Offer is suspended because the CSF Offer Document is Defective, the CSF Issuer may correct deficiencies through the use of either a Supplementary Offer Document or a Replacement Offer Document.

10.8    A Suspension will continue until a Supplementary Offer Document or Replacement Offer Document is published on the Platform or the CSF Offer is otherwise closed.

 

11.       THE STATUS OF CSF OFFERS

11.1    When a CSF Offer is closed, AgCrowd will determine whether the CSF Offer is Complete or Unsuccessful.

11.2    This determination will be made after the expiry of all Investors’ Withdrawal Rights.

11.3    A CSF Offer will be Complete where the minimum subscription amount, as defined in the CSF Offer Document, has been raised.

11.4    A CSF Offer will be Unsuccessful where the minimum subscription amount, as defined in the CSF Offer Document, has not been not raised.

11.5    A CSF Offer cannot Complete if it is closed because:

(a)   the CSF Offer was withdrawn by the CSF Issuer; or

(b)   AgCrowd closed the CSF Offer under its Gatekeeper Obligations.

 

 

12.       SUCCESSFUL CSF OFFERS

12.1    In the event a CSF Offer is Successful:

(a)   the CSF Issuer will issue You with Shares in accordance with the CSF Offer and CSF Offer Document; and

(b)   AgCrowd will pay the Application Money to the CSF Issuer (less fees payable by the CSF Issuer).

12.2    Payment of the Application Monies in accordance with the CSF Offer and this Agreement will be a full discharge of your obligation to the Issuer to pay that amount.

12.3    We do not facilitate the trading or transfer of shares issued through our Platform. We provide no advice on whether shares issued through a CSF Offer may be legally transferred. We are not liable to the Investor or the Issuer for the consequences of a transfer of shares issued through a CSF Offer, whether or not issued through our Platform, that could cause a financial services law to be breached or otherwise require notification to ASIC or a CSF Offer to be closed or suspended.

 

 

13.       FEES

13.1    We will not charge you fees for Our services provided on the Platform, however, fees may be payable by You for services rendered by Our Third-Party Service Providers. We reserve the right to pass on these charges that We incur on Your behalf, to You. These services include but are not limited to certification and identity verification.

13.2    You will be notified of these charges at the relevant point of service, though we may elect to defer settlement of these costs to a later time.

13.3    We reserve the right to vary fees that We charge, and We will notify You in advance of any change.

13.4    Should a CSF Offer fail, We will keep any interest that has accrued on the Application Money and refund You Your Application Money, less, any Third-Party Service Provider charges payable by You.

 

14.       ANTI-MONEY LAUNDERING & COUNTER TERRORISM FINANCING OBLIGATIONS

14.1    In making CSF Offers through our Platform, AgCrowd  is required to comply with the Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) legislation. This means that AgCrowd will require investors to provide personal information and documentation in relation to their identity when they invest through our Application Facility. We may need to obtain additional information and documentation from an investor to process their application or subsequent transactions or at other times during your investment.

14.2    We need to identify an investor (including all investor types noted on the Application), an investor’s legal representative or anyone acting on the investor’s behalf (including under a power of attorney), prior to the confirmation of your Application for shares in a CSF Offer.

14.3    As provided in our Privacy Policy, regulatory authorities and law enforcement agencies may periodically inspect and require copies of Investor details and business records held by AgCrowd, to ensure compliance with all applicable anti-money laundering and counter terrorism financing laws.

 

15.       COMPLAINTS AND DISPUTE RESOLUTION

15.1    If You have a Complaint or Dispute in relation to the financial services that We provide to You, You must follow the process as set out in Our Financial Services Guide.

15.2    If you refer any complaint or dispute to Us and WE are not able to resolve the complaint or dispute in good faith, we will refer the dispute to the Financial Ombudsman Service Limited.

 

 

16.       LIMITATION OF AGCROWD’S  LIABILITY

16.1    AgCrowd does not provide any investment, legal, tax, financial or other advice or recommendations in connection with your registration or any Investments conducted through the Platform and will not be liable for any loss or damage, including direct or indirect, or consequential loss (including any loss of profits) incurred as a result of You investing in a CSF Offer made through our Platform.

16.2    AgCrowd will use all reasonable effort to perform its obligations under the Law to perform its Gatekeeper Obligations however, We are not responsible for any content or material that is provided to you in connection with an Offer. We make no representation or warranty in relation to the completeness or accuracy of any information contained in the Offer materials.

16.3    AgCrowd will not be liable if a payee/beneficiary bank or any other third party fails to process any payment correctly.

16.4    AgCrowd will not be liable for any delay in the CSF Offering Company issuing shares under the CSF Offer.

16.5    Nothing in this Agreement is intended to exclude or limit any liability AgCrowd may owe You under any applicable Law.

 

17.       INDEMNITY

17.1    You indemnify AgCrowd from any and all liabilities, claims, costs, expenses and damages of any nature, including but not limited to reasonable legal fees and any fees and expenses incurred as a result of your failure to comply with this Investor Agreement or any of Your obligations in relation to an Offer or Investment.

 

18.       PRIVACY POLICY

Your privacy is very important to us. Our Privacy Policy should be read in conjunction with this Agreement and our Platform Terms and Conditions at www.agcrowd.com.au.  By accessing our Platform and/or using our Services, you expressly consent to our use and disclosure of your personal information as prescribed in this Privacy Policy.

 

 

19.       FORCE MAJEURE

If AgCrowd is unable to perform its obligations under this Agreement because of factors beyond its control or because of a Force Majeure Event, AgCrowd will notify You as soon as is reasonably practicable and will use reasonable endeavours to secure the return of any money paid by You in respect of which AgCrowd has been unable to discharge its obligations under this Agreement.

 

20.       TERMINATION

This Agreement may be terminated by You or AgCrowd at any time by Notice to the other by email.

Termination by either party shall not affect a CSF Offer previously entered into and shall not relieve either party of any outstanding obligations arising out of this Agreement.

 

21.     GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Laws of the state of New South Wales. The parties agree to irrevocably submit to the exclusive jurisdiction of the New South Wales Courts.

 

22.     UPDATES

The terms of this Agreement may be amended by AgCrowd at any time.

AgCrowd will provide notice to You of any such amendment when You log into Your account on the Platform. You will be required to confirm You agree to the new version of the Agreement.

If You do not agree the new Version of the Agreement, Your access to the Platform will be limited, for example You will not be able to use the Application Facility or apply for a CSF Offer.

 

 

 

 

 

 

23.     DEFINITIONS

Whenever used in this Agreement, unless inconsistent with the subject matter or context, words shall have the following meanings:

AFSL means an Australian Financial Services Licence.

Agreement means this Retail Investor Agreement between AgCrowd and the Retail Investor.

Application means an Application for a CSF Offer made through the Application Facility.

Application Facility means a facility on AgCrowd’s Platform that assists it in receiving and dealing with applications from Investors in CSF Offers and Application Money.

Application Money means money received from Investors in a CSF Offer, through the Application Facility.

AgCrowd, We, Us or Our means AgCrowd Pty Limited, as well as its Representatives.

Business Day has the same meaning as section 9 of the Corporations Act.

CSF Intermediary means an AFSL holder with an authorisation to provide a crowd-funding service.

CSF Issuer means the company making a CSF Offer on AgCrowd’s Platform.

CSF Offer means the offer of Shares in the CSF Issuer, facilitated by AgCrowd, on its Platform.

CSF Offer Document means the document that a CSF Issuer makes available to Investors through AgCrowd’s Platform that sets out the CSF Offer.

CSF Regime means the regulatory framework for equity-based crowd-sourced funding under Part 6D.3A of the Corporations Act.

Communication Facility means a facility provided on AgCrowd’s Platform which allows AgCrowd, the CSF Issuer and potential Investors to communicate with each other about the CSF Offer.

Cooling Off Rights means the right to withdraw an Application for a CSF Offer within 5 Business Days of applying under the Offer and the right to withdraw an Application for a CSF Offer which is found to be defective, within one month of the publication date of a Replacement Offer Document Corporations Act means the Corporations Act 2001 (Cth) as in force from time to time.

Corporations Regulations means the Corporations Regulations 2001 (Cth) as in force from time to time.

Defect (that means a CSF Offer Document is defective) :

·         A circumstance that has arisen that would have been required to have been included in the CSF Offer Document, had it arisen before the Document was published;

·         a misleading or deceptive statement; or

·         an omission of information required to be included.

Exempt Investor Declaration means a declaration that You are not a Retail Investor.

Financial Assistance Restrictions means AgCrowd and the CSF Issuer cannot provide You with financial assistance to make Your CSF Application.

Financial Product Advice has the meaning in section 766B of the Corporations Act.

Financial Services Laws has the meaning in section 761A of the Corporations Act and, for the avoidance of doubt, includes the Corporations Act, Privacy Act and Anti-Money Laundering Laws.

Force Majeure Event means events or causes including but not limited to an act of God, peril of the sea, unavoidable accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or in law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, Law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of international, State or Commonwealth law or regulation, or any damage of AgCrowd’s systems, unless occurring as a result of an act, omission, default or negligence of You or AgCrowd.

Gatekeeper Obligations means the obligations that AgCrowd has to check:

a.     the identity of the CSF Issuer;

b.     the eligibility of the CSF Issuer;

c.     the eligibility of the CSF Issuer’s CSF Offer;

d.     whether the CSF Offer Document contains the minimum information required;

e.     whether the CSF Offer Document is worded and presented in a ‘clear, concise and effective’ manner;

f.      the CSF Issuer’s directors, senior managers and other officers.

General Risk Warning means the exact wording of the warning which is contained in Regulation 6D.3A.03 of the Corporations Regulations.

Intellectual Property means all intellectual property and know-how of the parties to this Agreement including without limitation:

a.     patents, copyright, registered designs, trade names, registered and unregistered business names, domain name registrations, trade secrets, trade marks (unregistered and registered), trading names, logos, including the right to have Confidential Information kept confidential;

b.     any application or right to apply for registration of any of those rights; and

c.     any content displayed on or available through the AgCrowd Platform.

Investor means a person who applies to invest in the CSF Offer through the Application Facility on AgCrowd’s Online Platform.

Investor Cap means You can only invest $10,000 per CSF Issuer on AgCrowd’s Online Platform in any 12-month period.

Law means any local or foreign law, regulation or judgement, court order or sanctions regime to which AgCrowd is subject.

Online Platform means the Platform operated by AgCrowd through which the CSF Issuer offers Shares and Investors invest money in exchange for those Shares. The Online Platform includes both the Communication Facility and Application Facility.

Personal Advice has the meaning in section 766B(3) of the Corporations Act.

Privacy Act means the Privacy Act 1988 (Cth).

Potential Investor means any person who has accessed the CSF Offer Document on AgCrowd’s Platform.

Professional Investor has the same meaning as in section 9 of the Corporations Act.

Replacement Offer Document means an Offer Document that replaces an original CSF Offer Document that is a Defective Offer Document, to correct the defect.

Representative means officers, directors, employees, contractors and agents.

Retail Client has the same meaning as in Chapter 7 of the Corporations Act.

Retail Investor, You or Yours means a Retail Client who invests in a CSF Offer.

Risk Acknowledgement means an acknowledgement that contains the exact wording as prescribed in Regulation 6D.3A.07 of the Corporations Regulations and is to be digitally signed by a Retail Investor before they invest in the CSF Offer.

Shares means fully-paid ordinary shares in the CSF Issuer.

Successful CSF Offer means a CSF Offer that has reached the minimum subscription amount as required in the CSF Offer Document.

Supplementary Offer Document means an Offer Document that is attached to an original CSF Offer Document that is a Defective Offer Document, to correct the defect.

Third Party Service Provider means another party that provides services to AgCrowd to assist AgCrowd in providing the CSF Service, including but not limited to identity and document verification and credit checking services.

Platform means www.agcrowd.com.au

Wholesale Investor means an Investor in a CSF Offer who fulfils the definition of a wholesale client in section 761G of the Corporations Act.