Wholesale investor & CRIISP Terms and Conditions

CRIISP – NEW SHARE ALLOTMENT
Platform Operator – Investor Terms And Conditions

​By establishing an Investor Account and by completing the Investor Account Set Up you agree with Wholesale Investor Pty Limited (ACN 131 512 715) (Platform Operator) to the following Terms:

1. Platform

This Platform is provided and operated by Platform Operator as an administrative and clerical service only.

​The Platform is provided and operated to assist both investors (Investors), including you, and corporate operators (Entities) with the provision of Entity information (by the Entity), the investigations and enquiries of Investors of the Entity information and ultimately, if appropriate, the application for the Entity securities as seamlessly as practicable. 

​The Platform enables Entities to: electronically post, amend and add to the information which constitutes its deal room (Deal Room); provide the means to receive and respond to Investor enquiries (Q&A); to provide other relevant information; and to manage the proper electronic population of its application process, subject to approval by the Entity.

​The Platform enables the Investor to: electronically access, review and consider relevant information about an Entity, its business and any investment opportunity that the Entity is offering (Deal Room); to make enquiries of the Entity and receive responses from the Entity (Q&A); to receive other relevant information and assist with the proper electronic population of the Entity’s application process, subject to approval by the Entity.

​Platform Operator makes you aware:

​The Platform provides assistance to both Entities and Investors, however, we act for the Entities in providing the Platform and charge our administration fee to the Entities.

The information and material each Entity posts on the Platform is warranted to be accurate and current and is not false, misleading or deceptive by the Entity, however, it is not vetted or reviewed by Platform Operator and you (and each Investor) must satisfy yourself in this regard.

The Deal Room Application Form information is warranted to be accurate and current and is not false, misleading or deceptive by the Entity, however, it is not vetted or reviewed by Platform Operator and the Investor must satisfy itself in this regard.

Investment in a new business carries high risks.  It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice;

The information and material contained on the Platform about any Entity may not be the only information on which the investment decision is made and is not a substitute for a disclosure document, product disclosure statement or any other notice or information that may be required under the Corporations Act (Act), as the Act may apply to the investment.  Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports; and

Prospective investors should be aware that no established market may exist for trading of any securities or interests that may be offered.

Please read these Terms carefully. By using, reading or browsing the Platform, making an application and/or clicking “I agree”, this signifies that you have read, understood and agreed to be bound by the Terms and our Privacy Policy found at https://www.criisp.io/terms-privacy-policy. If you do not agree to the Terms or the Privacy Policy, you must cease usage of the Platform immediately.

​Platform Operator reserves the right to review and change any of the Terms by updating this page at its sole discretion at any time. If you do not agree to any changes once brought to your attention, you must cease accessing, usage of and participation on the Platform immediately.

2. Your Account

In order to access the Platform, you are required to register an account with Platform Operator (Investor Account).

In order to create an Investor Account, you are required to provide Platform Operator  with:

​(a) Your registration information such as your name, address, email address, phone number and location (or if a corporate entity your nominated persons registration information);

(b) A user name; and

(c) A password.

​Once you have completed the registration process you (or your nominated person) will be a registered user of the Platform (User) and by creating the Investor Account the User represents that the User (and if a corporate entity is involved, then the corporate entity [both hereafter referred to as you]) agree to be bound by the Terms.

​You warrant that the registration information you provide to Platform Operator will be kept accurate, correct and up to date.

You understand that by supplying Platform Operator your address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from Platform Operator. If you do not wish to receive updates you may contact us at [email protected]

​By registering for an Investor Account, you represent and warrant to Platform Operator that:

​(a) you have the right, authority and capacity to agree to and abide by the Terms;

(b) if you are the User who is registering with Platform Operator or making an application on behalf of an entity, both the User and the entity is taken to have accepted the Terms and the User is taken to have been duly authorised to bind that entity; and

(c) you will use the Platform in a manner consistent with any and all applicable laws, regulations and these Terms.

3. Usage

You (and the User) (together You) represent, acknowledge and agree:

​Investor Account

​(a) not to share your Investor Account with any other person (except with the officers or employees of the Investor entity for the legal needs of the Investor entity business);

(b) use the Platform only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; 

(c) maintain the confidentiality of your Investor Account and all the activities under your account;

(d) notify Platform Operator following any unauthorized use of your Investor Account.

Content, Compliance and Role

(e) Platform Operator is not responsible for the information and material the Entity posts to the Platform including but not limited to any information memorandum, offer documents or the like complying with the Corporations Act, ASIC regulatory guides, the Australian Consumer Law and any other relevant law.

(f) Platform Operator is only providing administrative and clerical services to the Entity by making the Platform available for the Entity. Further Platform Operator has not provided any guidance or advice regarding the terms and conditions or completeness  of the Entity Deal Room or any offering or the structure of any offering made by the Entity.

(g) You warrant that you are a ‘sophisticated’ or ‘professional’ investor or are a ‘wholesale client’ within the meaning of the Act.

(h) You warrant that where you complete and lodge an application for securities of an Entity, that if approved by the Entity, you will finalise all outstanding matters within your control (including payment of funds and providing a completed accountants certificate) without delay and at the least within the next 7 days.

(i) Platform Operator is only providing a clerical and administrative service to the Entity for which an administration fee is charged. You are aware we grant access to the Platform to you free of charge, to enable proper exposure of the Entity Deal Room and make the offering to only sophisticated and professional investors and wholesale clients.

(j) We reserve the right to remove your Investor Account or close your access to the Platform for any reason whatsoever, including (but not limited to) if it is found that you are not a sophisticated or professional investor or a wholesale client or the information you provide is considered to be incorrect, not current, false, misleading or deceptive, offensive or outside standards or regulations.

Disclaimer

​(k) Platform Operator does not warrant:

compliance with regulatory requirements by providing and maintaining the Platform.

Platform Operator has vetted or reviewed the Entity Deal Room.

The Entity Deal Room content is accurate and current and is not false, misleading or deceptive.

An established market exists for the Entity securities or interests which may be offered.

Release and Indemnity

(l) You release Platform Operator from all sums of money, accounts, claims, actions, proceedings, demands and expenses which you at any time have or had against Platform Operator arising out of the Platform or your use of the Platform and anything done or omitted to be done by you or any other party in respect of the Platform or compliance with any laws.

(m) You indemnify Platform Operator from: any losses incurred by Platform Operator; all liabilities incurred by Platform Operator; and all costs actually payable by Platform Operator to its own legal representatives (whether or not under a costs agreement) and other expenses incurred by Platform Operator in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); in connection with: a breach of these Terms by you; your application for Entity securities; anything done or omitted to be done by you or others  in connection to your use of the Platform; the failure to comply with any laws by you or others; or any acts or omissions of you or your agents, employees or contractors.

(n) You will not hold Platform Operator liable and will indemnify Platform Operator against any claim, demand or loss which may be suffered arising from an Entity not complying with a completed application for Entity securities (which has been pre-populated and issued from your account email address and electronically signed via the Platform) or arising from you or the Entity not obtaining the benefit of an application made by you via the Platform.

Limitation of liability

​(o) To the maximum extent permitted by law, if for any reason Platform Operator is directly or indirectly liable to you in connection with the Terms or the use of the Platform (whether in respect of negligence or other tort, breach of contract or warranty, breach of statute or statutory duty, equity or otherwise) the maximum aggregate liability of Platform Operator in respect of all claims made by you will be an amount equal to the aggregate of all amounts actually paid by you to Platform Operator as the charged fee for access and use of the Platform or $100 whichever is the lesser.

Termination

​(p) Platform Operator may terminate this agreement with immediate effect by giving you notice if;

You do any act or thing that in Platform Operator’s opinion, may contravene compliance with any laws or which has a detrimental effect on the reputation of Platform Operator.

You fail to pay any amount due and payable within 14 days of the due date.

You breach a term of this agreement which is capable of being remedied and is not remedied within 7 days of written notice being provided by Platform Operator to you, specifying the breach and requiring it to be remedied; or is not capable of remedy.

You dispose of the whole of your assets, operations or business, other than in the ordinary course of business, as determined by Platform Operator.

(q) If this agreement is terminated in accord with the preceding clause, Platform Operator may remove your Investor Account from the Platform and end you access to the Platform and take any other action it considers reasonably necessary.

(r) Termination of the agreement as contemplated above does not relieve you from your obligations under paragraphs (l), (m), (n) and (o).

4. Disclaimer and Limitation of Liability

​The content on the Platform about you is provided by you and we believe it to be accurate and current and not false, misleading or deceptive. Whilst information about the Entities is provided by them and is assumed to be accurate and current and not false, misleading and deceptive.

Platform Operator and its directors, officers, agents, employees or contractors (personnel):

​(a) Do not provide any warranty or representation as to the information’s accuracy or completeness;

(b) Do not warrant that your access will be free from interruptions or errors.

Platform Operator and its personnel shall not be liable in any way for any loss or damage, howsoever arising out of or in connection with your access to the Platform and/or any omissions from the content of the Platform and/or actions taken based on information provided by an Entity, except where liability is made non-excludable by legislation.

Where the liability is made non-excludable by legislation, the breach of any warranty or condition or loss sufferred, which cannot be excluded is limited at Platform Operator’s option to either:

​(a) the supply of the goods (or equivalent goods) or services again; or

(b) the payment of $100 or the cost of having the goods (or equivalent goods) or services supplied again whichever is the lesser.

Platform Operator – Entity Terms And Conditions

​By establishing a Deal Room Account and by completing the Deal Room Account Set Up you (being the Entity for which an Entity Account is created together with the registered user of the Entity Account) agree with CRIISP Pty Limited (ACN 633 626 114) (Platform Operator) to the following Terms:

​1. Platform

​This Platform is provided and operated by Platform Operator as an administrative and clerical service only, for the administration fee charged to you.

​The Platform is provided and operated to assist both investors (Investors) and corporate operators (Entities), including you, with the provision of Entity information (by the Entity), the investigations and enquiries of Investors of the Entity information and ultimately, if appropriate, the application for Entity securities as seamlessly as practicable. 

The Platform enables Entities to: electronically post, amend and add to the information which constitutes its deal room (Deal Room); provide the means to receive and respond to Investor enquiries (Q&A); to provide other relevant information; and to manage the proper electronic population of its application process, subject to approval by the Entity.

The Platform enables the Investor to: electronically access, review and consider relevant information about an Entity, its business and any investment opportunity that the Entity is offering (Deal Room); to make enquiries of the Entity and receive responses from the Entity (Q&A); to receive other relevant information; and assist with the proper electronic population of the Entity’s application process, subject to approval by the Entity.

Platform Operator makes you aware that we will inform the Investors prior to using the Platform and accessing your Deal Room that:

​The Platform provides assistance to both you and Investors, however, we act for you in providing the Platform and charge our administration fee to you.

The information and material you (and each Entity) post on the Platform is not vetted and reviewed by Platform Operator and you (and each Entity) must ensure that it is accurate and current and is not false, misleading or deceptive.

The Deal Room Application Form information is provided by you (and each Entity) and is not vetted and reviewed by Platform Operator and you (and each Entity) must ensure that it is accurate and current and is not false, misleading or deceptive.

Investment in new business carries high risks.  It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice;

The information and material contained on the Platform about any Entity (including you) may not be the only information on which an investment decision is made and is not a substitute for a disclosure document, product disclosure statement or any other notice or information that may be required under the Corporations Act (Act), as the Act may apply to the investment.  Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports; and

Prospective investors should be aware that no established market exists for trading of any securities or interests that may be offered.

Please read these Terms carefully. By using, reading or browsing the Platform, by electronically posting, amending and adding information which constitutes your Deal Room, by otherwise participating on the Platform and/or clicking “I agree”, this signifies that you have read, understood and agreed to be bound by the Terms and our Privacy Policy found at https://www.criisp.io/terms-privacy-policy. If you do not agree to the Terms or the Privacy Policy, you must cease accessing, usage of or participating on the Platform immediately.

Platform Operator reserves the right to review and change any of the Terms by updating this page at its sole discretion at any time. If you do not agree to any changes once brought to your attention, you must cease accessing, usage of or participation on the Platform immediately.

2. Your Account

In order to access the Platform, you (through a nominee) are required to register an account with Platform Operator (Entity Account).

In order to create an Entity Account, you are required to provide Platform Operator with:

(a) your nominated person’s registration information such as name, position in the Entity, address, email address, phone number and location;
(b) a user name; and 
(c) a password.

Once you have completed the registration process your nominated person will be a registered user of the Platform (User) and by creating an Entity Account the User represents that both the User and you agree to be bound by the Terms.

You warrant that your nominated person is properly authorized and that any registration information the User or you provide to Platform Operator will be kept accurate, correct and up to date.

You understand that by supplying Platform Operator with your nominated person address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from Platform Operator. If you do not wish to receive updates you may contact us at [email protected]

By registering for an Entity Account, you and the User represent and warrant to Platform Operator that:

(a) you have the right, authority and capacity to agree to the Terms;
(b) if you are the User who is registering with Platform Operator or making an application on behalf of an Entity, both the User and the Entity are taken to have accepted the Terms and the User is taken to have been duly authorised to bind the Entity; 
(c) you and the User will use the Platform in a manner consistent with any and all applicable laws, regulations and these Terms; and
(d) you and the User agree to pay the Platform Operator the administration fee as disclosed and within the timeframe required by the Platform Operator.

3. Usage

You (and the User) (together You) represent, acknowledge and agree:

Entity Account

(a) not to share your Entity Account with any other person, except with the officers or employees of the Entity for the legal needs of the Entity business;
(b) use the Platform only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; 
(c) maintain the confidentiality of your Entity Account and all the activities under your account;
(d) notify Platform Operator following any unauthorized use of your Entity Account.

Content, Compliance and Role

​(e) You are responsible for the information and material you post to the Platform including but not limited to any information memorandum, offer documents or the like complying with the Corporations Act, ASIC regulatory guides, the Australian Consumer Law and any other relevant law and that you have obtained independent advice in relation to your offering on the Platform (including but not limited to legal advice, accounting advice, taxation advice and financial advice) and you acknowledge having a reasonable opportunity to obtain such advice.
(f) Platform Operator is only providing administrative and clerical services by making the Platform available for you to present your Deal Room and offering as you determine. Further Platform Operator has not provided any guidance or advice regarding the terms and conditions of your Deal Room or any offering or the structure of any offering made by you (including legal, accounting, taxation and financial advice).
(g) You warrant that you are seeking investors who are ‘sophisticated’ or ‘professional’ investors or are a ‘wholesale clients’ within the meaning of the Act;
(h) Platform Operator is only providing a clerical and administrative service to you for which an administration fee is charged. You are aware we also grant access to the Platform to Investors free of charge, to enable proper exposure of your Deal Room to sophisticated or professional investors and wholesale clients.
(i) We reserve the right to remove your Deal Room or other material from the Platform or close your access to the Platform for any reason whatsoever, including (but not limited to) if it is found that the material is inaccurate, not current, false, misleading or deceptive, is considered to be offensive or outside standards or regulations or if you do not pay our administration fee when it is payable.

Disclaimer

(j) Platform Operator does not warrant:

compliance with regulatory requirements by providing and maintaining the Platform.

Prospective investors will apply or subscribe for any offer made by you.

An established market exists for your securities or interests which may be offered.

Release and Indemnity

​(k) You release Platform Operator from all sums of money, accounts, claims, actions, proceedings, demands and expenses which you at any time have or had against Platform Operator arising out of the Platform or your use of the Platform and anything done or omitted to be done by you in respect of the Platform or your compliance with any laws.
(l) You indemnify Platform Operator from: any losses incurred by Platform Operator; all liabilities incurred by Platform Operator; and all costs actually payable by Platform Operator to its own legal representatives (whether or not under a costs agreement) and other expenses incurred by Platform Operator in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); in connection with: a breach of these Terms by you; your Deal Room and offering; anything done or omitted to be done by you in connection to your use of the Platform; your failure to comply with any laws; or any acts or omissions of you or your agents, employees or contractors.
(m) You will not hold Platform Operator liable and will indemnify Platform Operator against any claim, demand or loss which may be suffered arising from an Investor not complying with a completed application to your offering (which has been pre-populated and issued from the investors account email address and electronically signed via the Platform) or arising from the Investor not obtaining the benefit of an application made to you via the Platform.

Limitation of liability

(n) To the maximum extent permitted by law, if for any reason Platform Operator is directly or indirectly liable to You in connection with the Terms or the use of the Platform (whether in respect of negligence or other tort, breach of contract or warranty, breach of statute or statutory duty, equity or otherwise) the maximum aggregate liability of Platform Operator in respect of all claims made by you will be an amount equal to the aggregate of all amounts actually paid by you to Platform Operator as the charged administration fee for access and use of the Platform.

Termination

(o) Platform Operator may terminate this agreement with immediate effect by giving you notice if;
You do any act or thing that in Platform Operator’s opinion, may contravene compliance with any laws or which has a detrimental effect on the reputation of Platform Operator.
You fail to pay any amount due and payable to Platform Operator within 14 days of the due date.
You breach a term of this agreement which is capable of being remedied and is not remedied within 7 days of written notice being provided by Platform Operator to you, specifying the breach and requiring it to be remedied; or is not capable of remedy.
You dispose of the whole of your assets, operations or business, other than in the ordinary course of business, as determined by Platform Operator.
(p) If this agreement is terminated in accord with the preceding clause, Platform Operator may remove your Deal Room from the Platform and end you access to the Platform and take any other action it considers reasonably necessary.
(q) Termination of the agreement as contemplated above does not relieve you from your obligations under paragraphs (k), (l), (m) and (n).

Administration Fee

(r) You agree to pay the administration fee charged by Platform Operator, as set out in the attached schedule, within 14 days of the due date.

4. Disclaimer and Limitation of Liability

The content on the Platform about you is provided by you and we believe it to be accurate and current and not false, misleading or deceptive. Whilst information about the Investors is provided by them and is assumed to be accurate and current. However, Platform Operator and its directors, officers, agents, employees or contractors (personnel):

(a) Do not provide any warranty or representation as to any of the information’s accuracy or completeness;
(b) Do not warrant that your access will be free from interruptions or errors.

Platform Operator and its personnel shall not be liable in any way for any loss or damage, howsoever arising out of or in connection with your access to the Platform and/or any omissions from the content of the Platform and/or actions taken based on information provided by an investor or you, except where liability is made non-excludable by legislation.

Where the liability is made non-excludable by legislation, the breach of any warranty or condition or loss suffered, which cannot be excluded is limited at Platform Operator’s option to either:

(a) the supply of the goods (or equivalent goods) or services again; or
(b) the payment of the sum contemplated by paragraph (n) above.

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