Platform Terms and Conditions
1. Welcome to AgCrowd!
1.1. Welcome to AgCrowd www.agcrowd.com.au, a crowd sourced funding (CSF) intermediary platform (the Platform). The AgCrowd Platform facilitates interactions between:
(a) CSF Issuers; and
making it easier for CSF Issuers and Investors to locate, communicate and arrange payment for offers and intended offers of fully-paid ordinary shares (CSF Offers) and expressions of interest campaigns (EOIs) in eligible CSF Issuers and other companies seeking to raise investment capital (the Services).
1.3. The AgCrowd Platform is operated by AgCrowd Pty Ltd ACN 620 434 988 AFSL 511673 (AgCrowd, we or us). Access to and use of the Platform, or any of our associated products or Services, is provided by AgCrowd. Please review the AgCrowd Financial Services Guide for more information about us.
1.4. Please read our Terms carefully. By using, browsing and/or reading the AgCrowd Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the AgCrowd Platform, or any of Services, immediately.
1.5. AgCrowd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When we updates our Terms, we will use reasonable endeavours to provide you with notice of updates of the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of our full Terms for your records.
2.1 Unless stated otherwise, all CSF Offers on our Platform are only available for investment by Australian Retail and Wholesale Clients as those term are defined in the Corporations Act (2001) Cth (the Act) who are fully registered with AgCrowd. Full registration includes verification of your identity and confirmation of your investment status as required by the Act.
2.2 If you are applying for shares under a CSF Offer from Australia or if you are a citizen or resident of Australia (for individuals) or a company incorporated in Australia (for companies) and:
ð you are a retail client for the purposes of section 738D of the Act in relation to a CSF Offer, you agree that the total sum of your investments made through our CSF Platform will not exceed $10,000 through CSF Offers by the same Issuer in any 12-month period and, in addition to any other information we may require, to provide 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. 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, respectively; or
ð you are a person who does not meet the definition of a retail client under Chapter 7 of the Corporations Act and, in addition to other information we may require, you provide to us an accountant’s certificate and declaration enabling us to treat you as a “wholesale client” as defined under Chapter 7 of the Corporations Act.
2.3 Each registration to our Platform is for a single user only. Your account is personal to you and is not transferable. You are responsible for keeping your user name and password secure. You agree to take all responsibility for all activities that take place under your account and to notify us immediately upon you becoming aware of any unauthorised use of your account or any other breach of security. We reserve the right to take any action we deem appropriate on receiving notification from you of unauthorised use of your account or a breach of security.
2.4 In submitting information to AgCrowd, whether via the Platform or otherwise, this shall constitute a representation on your part that that information you submit is true and correct in all material respects and does not contain any untrue, unreliable, false, misleading or materially inaccurate, out of date information including by omission.
2.5 You are solely responsible for the security of any passwords associated with your registration. We will have no liability arising because of any unauthorised third party accessing your account and will not be responsible for any loss or damage.
3. Gatekeeper Checks
3.1 AgCrowd carries out checks on each CSF Issuer and its directors and senior managers in accordance with our obligations as a CSF intermediary platform provider under the Act, before we permit a CSF Issuer to make a CSF Offer and raise funds on our Platform. The fact that any CSF Issuer is permitted to use the Platform and our Services does not provide any guidance as to the performance of any CSF Issuer or the results of any investment in that 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.
3.2 AgCrowd carries out verification checks on each Investor in a CSF Offer and you agree to provide any consents requested by us to allow us to carry out checks in accordance with the requirements of our Anti-Money Laundering and Counter-Terrorism Financing Act (Cth) 2006 obligations.
4. Payment Processing Services
5. Third Party Content and Links
5.1 From time to time we will place links to external websites on the Platform. We will do so only as a courtesy, and principally to enable Investors to assess better any potential investment opportunity. These links do not signify that we endorse the websites.
5.2 Those external websites are used at your own risk. We make no claim or representation regarding, and accept no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from our Platform, or websites linking to our Platform. Such websites are not under the control of AgCrowd and we are not responsible for the contents of any linked website or any link contained in a linked website, or any review, changes or updates to such websites. We provide these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by us of any website or any information contained therein. When you leave our Platform, you should be aware that our Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from our Platform.
6.1 You are solely responsible for your conduct and activities on and regarding to the Platform and any and all data, text, information, graphics, images, photographs, profiles, audio, video, items, and links (together, Content) that you submit, post, and display on the Platform.
6.2 Your Content and your use of the Platform must be in good faith and shall not:
(a) be false, inaccurate or misleading;
(b) be fraudulent or involve the sale of illegal, counterfeit or stolen items;
(c) infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
(d) violate the Terms, any Platform policies, any community guidelines, any project guidelines, or any applicable laws, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, misleading or deceptive conduct or false advertising);
(e) be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, or impersonate or intimidate any person (including AgCrowd staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
(f) be obscene or contain child pornography;
(g) contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information host images not part of a listing;
(h) modify, adapt or hack AgCrowd or modify another website so as to falsely imply that it is associated with our Platform;
(i) appear to create liability for AgCrowd or cause AgCrowd to lose (in whole or in part) the services of AgCrowd’s isps or other suppliers; or
(j) link directly or indirectly, refer or contain descriptions of goods, experiences or services that are prohibited under the Terms as posted on the Platform.
7. Improper Usage of the Platform
7.1. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your use or access to the Platform if we terminate the Service or if we suspect, after investigation, that you have misused the Platform, our Services, violated the Terms, or have otherwise used the Platform service to conduct any fraudulent or illegal activity.
7.2. In the event an account is suspended or terminated for your breach of our Terms (in each case as determined in our sole discretion), the Platform may suspend or terminate the account associated with such breach and any or all other accounts held by you or your affiliates, and your breach shall be deemed to apply to all such accounts.
8. An Important Note
Children (persons under the age of 18 years) are not eligible to use our services unsupervised and we ask that children do not submit any personal information to us. If you are under the age of 18 years, you can use this service only in conjunction with and under the supervision of your parents or guardians.
9. Copyright and Intellectual Property
9.1. The Platform, the Services and all of the related products of AgCrowd are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by AgCrowd or its contributors.
9.2. All trademarks, service marks and trade names are owned, registered and/or licensed by AgCrowd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a user to:
(a) use the Platform pursuant to the Terms;
(b) copy and store the Platform and the material contained in the AgCrowd Platform in your device's cache memory; and
(c) print pages from the Platform for your own personal and non-commercial use.
9.3. AgCrowd does not grant you any other rights whatsoever in relation to the Platform or the Services. All other rights are expressly reserved by AgCrowd.
9.4. By accessing any CSF Issuer page on the Platform including any information in a private data room, you recognise and acknowledge the competitive value and confidential nature of all the information in the data room and agree that:
(a) all information available on the page or in the data room is confidential and should not be released/disclosed to any other party or reproduced or used in any way other than for you to assess whether an offer is an appropriate investment for you; and
(b) you will take all reasonable steps to protect the confidential nature of the information.
9.5. Confidential information does not include information which is generally known to the public or is in the public domain other than as a result of a breach of confidentiality.
9.6. AgCrowd retains all rights, title and interest in and to the Platform and all related Services. Nothing you do on or in relation to the Platform will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
9.7. You may not, without the prior written permission of AgCrowd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third-party Services for any purpose, unless otherwise provided by these Terms.
11.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
11.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) AgCrowd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
11.3. Any information on the Platform relating to an offer is of a general nature and does not purport to be complete, nor does it contain information which would be required in a prospectus or disclosure document prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (the Act).
11.4. The information published on the Platform is intended for retail investors and their advisors and consultants. It is not investment advice or financial product advice and does not take into account your investment objectives, financial circumstance or particular needs. Before making any investment decisions, you should consider your own personal circumstances and seek professional advice from your accountant, lawyer or other professional adviser.
11.5. Any statements, opinions, projections, forecasts and other material (forward looking statements) are based on various assumptions. Those assumptions may or may not prove to be correct. None of AgCrowd, its officers, employees, agents, advisers or any other person named in on the Platform makes any representation as to the accuracy or likelihood of fulfilment of any forward looking statements or any of the assumptions upon which they are based.
11.6. You acknowledge that AgCrowd, the Platform and the Services are only intended to facilitate the interactions between a CSF Issuer and an Investor and does not offer any services other than the Services. AgCrowd holds no liability to you as a result of any conduct of its users or the misuse of your Content by any party (including other users).
11.7. While AgCrowd endeavours to ensure that the Platform is normally available 24 hours a day, we shall not be liable if for any reason the Platform is unavailable at any time or for any period.
11.8. Access to the Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond AgCrowd’s control.
12.1. While AgCrowd endeavours to ensure that the information on the Platform is correct, AgCrowd does not warrant the accuracy and completeness of the material on the Platform. AgCrowd may make changes to the material on the Platform, or to the products or services and prices described in it, at any time without notice.
12.2. The material on the Platform is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, AgCrowd provides you with the Platform on the basis that AgCrowd excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality and fitness for purpose) which, but for this legal notice, might have effect in relation to the Platform.
12.3. AgCrowd's total liability arising out of or in connection with the Services or the Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the will not exceed the total fees paid by you to us in the twelve (12) month period prior to the event giving rise to the liability.
12.4. You expressly understand and agree that AgCrowd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
12.5. You acknowledge and agree that AgCrowd holds no liability for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you as a result of providing Your Content to the AgCrowd Platform.
13.1. You can simply choose to terminate the Terms and stop using the AgCrowd Platform at any time. In addition, you may also contact AgCrowd through the following link: email@example.com and request that we deactivate your account.
13.2. You acknowledge that your use of the AgCrowd Platform is subject to AgCrowd's discretion and AgCrowd may, in the event of your breach of the Terms, at its sole discretion, withdraw your rights to use the AgCrowd Platform on the provision of written notice with immediate effect.
13.3. AgCrowd may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) AgCrowd is required to do so by law;
(c) AgCrowd is transitioning to no longer providing the Services to Members in the country in which you are resident or from which you use the service; or
(d) the provision of the Services to you by AgCrowd is, in the opinion of AgCrowd, no longer commercially viable.
13.4. Subject to local applicable laws, AgCrowd reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the AgCrowd Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts AgCrowd's name or reputation or violates the rights of those of another party.
13.5. When the Terms come to an end, all of the legal rights, obligations and liabilities that you and AgCrowd have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
14.1. You agree to indemnify AgCrowd, its affiliates, employees, agents, contributors, third party content Borrowers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the AgCrowd Platform or attempts to do so; and/or
(c) any breach of the Terms.
AgCrowd does 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 the Australian Securities Investment Commission (ASIC) or a CSF Offer to be closed or suspended. You indemnify us against all losses, costs and liabilities in connection with a transfer of shares. You should seek professional advice in relation to any transfer of shares issued through a CSF Offer.
16. Disputes between CSF Issuers and Investors
16.1. If you have a dispute with a CSF Issuer listed on our Platform, you release us (and our officers, directors, agents, and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.
16.2. Notwithstanding section 15.1, if a CSF Issuer and Investor are unable to resolve a dispute, AgCrowd will use reasonable efforts to mediate in respect of such dispute.
17. Disputes between you and AgCrowd
17.1. If the unlikely event of a dispute arises between you and AgCrowd, we strongly encourage you to first contact us directly to seek a resolution by going to the AgCrowd Contact page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
17.2. You may refer any complaint in relation to AgCrowd or the services we provide to us directly or to the Australian Financial Complaints Authority (AFCA), an external dispute resolution scheme approved by ASIC, at www.afca.org.au, by telephone at 1800 931 678, by email at firstname.lastname@example.org.
18.1. The EOI Campaigns and CSF Offers published on our Platform are not offers to the public and does not constitute a direct or indirect offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue a CSF Offer Document or make the Offer.
18.2. It is the responsibility of any prospective Investors outside Australia to ensure compliance with all laws of any country relevant to their Application for securities and any such prospective investors should consult their professional advisers as to whether any government or other consents are required or whether any formalities need to be observed to enable them to apply for and be allotted any securities. No action has been taken to register or qualify the securities or the Offer or otherwise to permit a public offering of the securities in any jurisdiction outside Australia and our Platform is not an invitation in relation to any of the securities in any place which, or to any persons to whom, it would not be lawful to make such invitation.
18.3. If you are applying for shares under a CSF Offer from outside Australia, or if you are not a citizen or resident of Australia (for individuals) or a company incorporated in Australia (for companies), you are solely responsible for ensuring that it is lawful for you to access and receive CSF Offers and to make investments in them.
18.4. 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 out time) incurred as a result of an overseas Investor’s failure to comply with the Terms.
20. Governing Law
20.1. The Services offered by AgCrowd are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the AgCrowd Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
20.2. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
22.1. AgCrowd and you are independent parties, and nothing in this Agreement creates a partnership, employment relationship or agency.
22.2. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.
22.3. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision.
22.4. Our rights under this Agreement will survive any termination of this Agreement.
22.5. AgCrowd will not be liable for any delay or failure to provide its services caused by a factor outside our reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint).
23. Priority of the Hosting Agreement over these Terms and Conditions
To the extent of any inconsistency between the Hosting Agreement between AgCrowd and each CSF Issuer and these Terms and Conditions, the terms of the Hosting Agreement will prevail between the parties.
24. Communications by Email
You agree that communications between you and AgCrowd will primarily be by email or other electronic means, and you consent to receiving all information from us by such means.
25.1. We may change update these terms and conditions from time to time based on your comments and our need to accurately reflect our data collection and disclosure practices. All changes to these terms and conditions are effective after we provide you with at least thirty (30) days' notice of the changes by posting the changes on the Platform and sending email to users who select such notification preference. We provide you with thirty (30) days’ notice to allow you the opportunity to notify the Site if you do not agree to such changes as described.
25.2. Send questions, comments or complaints to email@example.com.
Thank you for visiting AgCrowd.
Dated: 4 March 2019.
General CSF Risk Warning – Corporations Regulations Reg 6D.3A.10
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.
Even though 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 have difficulty recovering your money.
Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.
26. Mobile Devices Terms
If you’re accessing our Platform from a mobile device using a AgCrowd Mobile Application (the ‘Application’), the following terms and conditions (‘Mobile Devices Terms’) apply to you in addition to the applicable Mobile Privacy and Legal Notice or End User License Agreement, as the case may be. Your use of the Application confirms your agreement to these Mobile Devices Terms.
27. Additional Terms
27.1. Additional terms and conditions that apply to you based on the mobile device the Application is installed on:
iOS – Apple
1) These Mobile Devices Terms are an agreement between you and AgCrowd, and not with Apple. Apple is not responsible for the Application and the content thereof.
2) AgCrowd grants you the right to use the Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
3) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
4) Apple is not responsible for the investigation, defence, settlement, and discharge of any third party intellectual property infringement claim.
5) Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to:
6) (a) product liability claims;
7) (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and
8) (c) claims arising under consumer protection or similar legislation.
9) In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application.
10) Apple and Apple’s subsidiaries are third party beneficiaries of these Mobile Devices Terms, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Mobile Devices Terms against you.
Windows – Microsoft
2) You may install and use one (1) copy of the Application on up to five (5) devices you personally own or control and which are affiliated with the Windows Live ID associated with your Windows Marketplace account. You may not install or use a copy of the Application on a device you do not own or control.
3) Microsoft, your device manufacturer, and (if applicable) your wireless carrier are not responsible for providing support services for the Application.
4) Microsoft, the wireless carriers over whose network the Application is distributed (if applicable), and each of their respective affiliates and suppliers (collectively, ‘Disclaiming Distributors’) give no express warranty, guarantee, or conditions under or in relation to the Application. To the extent permitted under your local laws, the Disclaiming Distributors exclude any implied warranties or conditions, including those of merchantability, fitness for a particular purpose, and non-infringement.
5) You, and not the Disclaiming Distributors, bear the risk of using the Application (even if the Disclaiming Distributors have been advised of the possibility of damages to you). You may have additional consumer rights under your local laws which these Mobile Devices Terms cannot change.
6) To the extent not prohibited by law, you will not seek to recover any consequential, lost profit, special, indirect, or incidental damages from any Disclaiming Distributor.