Under ASIC Class Order 02/0273 (Class Order), we are required to provide you with the following statement (Notice):
In this Agreement:
We are an intermediary offering business introduction services for investors and Companies offering securities. That means we provide services to both Companies and to investors by identifying potential investment opportunities for both Companies and investors. We do not provide investment nor financial advice. We make no representation nor endorsement regarding any Offer by virtue of a Company making an Offer being introduced to You via our website.
We act as a business introductory agent for Companies on the one hand, and selected investors (or a specific type of investor) on the other hand, in respect of an offer of securities. In this role, we do not in any way undertake to facilitate the offer of securities by a Company to You nor do we make any recommendation or endorsement that you should subscribe for securities in a particular Company. Our role is simply to do our best to introduce You to Companies and to introduce Companies to You who align with your investment profile and to provide You with a service that will allow you to establish a meaningful dialogue with Companies, and, perhaps a potential investment (Services).
For an investor to receive Services from Us, You will need to successfully register and subscribe through our Website in accordance with the procedure set out in clause 4 of the General Terms. Additionally, as part of our subscription process, we may ask You to provide us with certain information to verify whether You qualify as a Wholesale Investor. This is set out in the Service Terms. We may communicate this information to a Company to assist them with their own verification processes and consideration of whether You are eligible to invest.
Currently, our Services are only available to persons, Eligible Companies and Eligible Trusts who qualify as Wholesale Investors although we may change our offering of Services under this Agreement in the future.
You and Snowball Effect agree to comply with the terms of this Agreement, comprising:
1.1 These General Terms apply to You in respect of the Services that we provide to You.
1.3 You may also find the frequently asked questions section helpful at snowballeffect.com.au/frequently-asked-questions.
2.1 We accept the following types of members as eligible to use our Services:
3.1 To use our Services, you will need to meet the criteria as either a sophisticated investor or a professional investor (as those terms are defined under the Corporations Act).
3.2 Under the Corporations Act, a person is a 'sophisticated investor' if:
3.3 Under the Corporations Act, a person is a 'professional investor' if:
3.4 As a business introduction service, we do not undertake in any way to facilitate offers of securities to You. However, during the registration and subscription process under clause 4, we will ask You questions to determine whether or not You would qualify as a sophisticated investor or a professional investor as set out in clause 3.2 and 3.3 and we will use this information to align You with a Company best suited to You and Your circumstances. You should be aware that Snowball Effect is not currently accepting applications from persons who do not qualify as professional or sophisticated investors. We may change the categories of persons to whom we offer our Services to in the future in our absolute discretion.
4.1 Before you are able to use our Services, You must complete the registration process and successfully register and subscribe to our Services through our Website. If You are an individual, You must confirm by completing the registration process that You are at least 18 years old.
5.1 An investor who accesses an Offer by a Company from outside Australia, or who is not an Australian citizen, or who by virtue of their non-Australian citizenship has laws of a country outside Australia applying to them (International Investor) is solely responsible for ensuring their compliance with all laws of any country outside Australia which are relevant to them when accessing such Offer and if and when subsequently subscribing for any securities as a result of us introducing the International Investor to the Company as a result of that Offer. Any International Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for securities to an Offer.
5.2 Neither Snowball Effect, nor any of its directors, officers, members, advisers, or employees nor their related entities represent that an Offer may be lawfully offered, in compliance with any applicable legislation or other requirements in any jurisdiction outside Australia, or pursuant to an exemption available under another jurisdiction, or assume any responsibility for facilitating such distribution or offering.
5.3 If You are, or become, an International Investor You will be liable to Snowball Effect, the Company and any of Snowball Effect's and the Company's directors or officers or advisers, and You hereby indemnify them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of Your non-compliance with clause 5.1.
6.1 We may, in our absolute discretion, refuse membership or cancel or suspend your membership, or discontinue dealing with You, if at any time we are concerned about any of the following:
7.1 Each investor, regardless of their status, is entirely responsible for any decision they make to participate or not to participate in any Offer. Snowball Effect, as a business introduction service, shall have no liability to You in connection with your decision to participate in an Offer (whether in contract, equity, tort (including, without limitation, negligence) or under any other theory of law or cause of action howsoever arising) unless such liability arises out of the fraudulent actions of Snowball Effect or a material breach by Snowball Effect of its obligations expressly provided for in this Agreement.
7.2 The Services provided to You by Snowball Effect are expressly limited to the descriptions in this Agreement, and do not include any taxation advice. An investment in an Offer may have taxation consequences depending on your circumstances and it is your responsibility to seek any necessary professional advice on the taxation implications of investment in an Offer.
8.1 Snowball Effect does not currently charge You any fees in offering the Services to You. We reserve the right to change our fees at any time. We will notify You in advance if we propose to charge You fees for our Services.
9.1 Each Offer will include information and documents (as applicable) prepared by the Company relating to the Offer (Offer Documents) and there may be a forum visible to Snowball members allowing them to ask questions of the management of that entity (Forum).
9.2 Offers will only be made available to you through our Website if You successfully register on the Website following the registration process set out in clause 4.1 of this agreement.
9.3 Each Offer will include documentation between the Company and each investor who decides to invest in the Offer but will not include an application form. Investors will need to contact the Company directly which Snowball Effect will facilitate through the Website.
9.4 To successfully subscribe and register to the Website, You will be required to sign this Agreement, which is generally done electronically by entering your initials through the online investment process.
9.5 When You sign the Agreement, You will be legally bound by its terms.
10.1 Some Offers may have a Forum, as described in clause 9.1. You may only use that Forum for lawful and genuine purposes, and must not post or disseminate any material unrelated to the Offer, content that may reasonably be considered offensive to other users of the Website, or material or data in violation of any law (including data or other material that is protected by copyright or trade secrets which You do not have the right to disclose). Snowball Effect has the right, in its sole discretion, to remove any material from the Forum if it considers it to be inappropriate.
13.1 When investing as an Eligible Trust, each Trustee by signing the Agreement represents and warrants to Snowball Effect that, pursuant to the terms of the Trust Deed (described in clause 13.3 below), they have authority to enter into and to be bound by the Agreement.
13.2 If the registration process is completed on behalf of an Eligible Company, the director or authorised person completing the registration process (Authorised Person) confirms they have the necessary authority to register the Eligible Company as a recipient of the Services and that the Eligible Company will be bound by the terms of this Agreement. Without limiting clause 12.1, the Authorised Person hereby indemnifies Snowball Effect against any loss whatsoever (including out of pocket expenses, loss of profit, loss of goodwill, loss of opportunity, loss of anticipated savings, loss of revenue, and any legal or other cost incurred in defending any claim or allegation) that it incurs as a result of the Authorised Person's lack of authority.
13.3 If the registration process is completed on behalf of an Eligible Trust, each trustee of that Eligible Trust confirms that they are authorised to register the Eligible Trust as a recipient of the Services and enter into this Agreement in the capacity as a Trustee pursuant to the terms of the trust deed (or other governing or constituent document) of that Eligible Trust (Trust Deed).
14.1 You must comply with any identification and other anti-money laundering requirements that we may ask for including as required under the Anti-Money Laundering and Counter-Terrorism Financing (Prescribed Foreign Country) Regulations 2018 (Cth) and the Anti-Money Laundering and Counter-Terrorist Financing Rules Instrument 2007 (No.1) (Cth). In particular, we may require information about the sources of funds You will use to invest. You agree that we may communicate this information to Companies who may use this information to assess whether or not they believe that You are eligible to invest in them.
14.2 You must update Us if any information that You have provided changes before any transaction. If your email address changes, You must tell Us as soon as reasonably practicable. This is so we can satisfy our reporting obligations to You. Communication by Us addressed to the last email address You have supplied is deemed to be effective notice to You for all purposes.
14.3 Giving Us your email address means that we, and any Company You invest in, can use it for all communications with You.
14.4 You acknowledge that we may provide your personal details to any Company You invest in through the Website (Personal Information). Although we will make all reasonable endeavours to ensure that your Personal Information is otherwise kept confidential (including as required under the Privacy Act 1988 (Cth), we may also disclose Your Personal Information and other information to the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulatory Authority (APRA) if we are compelled to do so under law.
15.1 We may from time to time amend, supplement, vary, or replace (amend) the terms of this Agreement provided that such amendment does not materially affect your then existing rights in respect of the period up to that point, whereupon You shall be deemed to have agreed to the amended terms. You agree that You shall have been sufficiently notified of any such amendment by dispatch of an email or by notification on our Website drawing it to your attention. You agree that the amended version of the Agreement posted on the Website shall thereafter constitute the Agreement governing the relationship between You and Us. If You do not accept an amendment, please do not use this Website thereafter.
16.1 Snowball Effect shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (which shall include, without limitation, any delays caused or contributed to during the registration process outlined in this Agreement).
17.1 Nothing in this Agreement is intended to avoid the provisions of Schedule 2 'the Australian Consumer Law' (ACL) of the Competition and Consumer Act 2010 (Cth) (CCA) nor the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) except to the extent permitted by the CCA and the ASIC Act (or to exclude liability arising under any other statute). If and to the extent that such liability cannot be lawfully excluded under those Acts, this Agreement shall be modified only to the extent necessary to give effect to that intention.
18.1 This Agreement is effective once You have signed (electronically or otherwise).
18.2 This Agreement may be signed in any number of counterparts and each counterpart together shall constitute the Agreement.
18.3 Any provision of this agreement which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That provision will not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
19.1 This agreement is governed by the laws applicable in the state of New South Wales, Australia and the parties submit to the exclusive jurisdiction of courts exercising jurisdiction in that state.
1.1 Our Services are only available to individuals, Eligible Companies and Eligible Trusts who qualify as Wholesale Investors and who successfully register and subscribe to our Services through the Website. As part of our subscription and registration process, we will request information from you as set out in clause 2 of these Service Terms to verify that you qualify as a Wholesale Investor.
2.1 If You are a Wholesale Investor (and are investing in that capacity), You may be required to provide wholesale investor certification documentation in accordance with the requirements of the Corporations Act to Snowball Effect. This information may also be relied on by each Company You invest in (Wholesale Investor Documentation) to verify that you are a Wholesale Investor under Australian law.
2.2 You must update Us if any material part of that information, or your Wholesale Investor status, changes.
2.3 You hereby represent and warrant to Snowball Effect and any Company making an Offer that all information You supply in respect of your Wholesale Investor status (including your Wholesale Investor Documentation) is true, accurate and complete in all respects as at the date of this Agreement and at the time of any investment made in a Company.
2.4 Each investor who purports to be a Wholesale Investor, but who is not or who ceases to qualify as a Wholesale Investor, will be liable to the Company making the Offer and Snowball Effect and any of its directors or officers or advisers, and hereby indemnifies them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of that investor's non-compliance with this clause 2.
2.5 In addition to the clause 14.4 of the General Terms (confirming that we can also disclose to ASIC and APRA this Agreement and any information You give Us, or which we hold about You), You agree that we can provide your personal details and your Wholesale Investor Documentation to a Company making an Offer and in respect of a sale of securities, and also to the underlying entity that those securities are issued by (where the Offer is in respect of the sale rather than the issue of securities).
3.1 We do not undertake any background checks for the benefit of investors in respect of offers by Companies. Neither Snowball Effect nor its directors, officers or advisers makes any recommendation nor endorsement to any person on the suitability of any offers by Companies.
3.2 Snowball Effect does not verify the content of the Company materials provided by Companies. We have not undertaken an independent review of the information provided in any Company materials and we make no representation in relation to the completeness or accuracy of any information contained in the Company materials. Notwithstanding any other provision of this Agreement, You agree that we will not be held for liable for any loss that You suffer as a result of Your reliance on the information contained in the Company materials.
We strongly recommend that You obtain appropriate professional advice about the nature of any proposed investment and how it relates to your circumstances.
4.1 You acknowledge that the Company making an Offer may require You to provide additional confirmation of your eligibility to invest in that Offer.
4.2 Snowball Effect does not provide any advice to You on whether or not You are legally eligible to invest in an Offer. You confirm to Snowball Effect that if You are not sure whether You are eligible to invest, You have sought and received legal advice as to your eligibility. You agree that You will be liable to Snowball Effect and any of its directors or officers or advisers, and You hereby indemnify them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of Your non-eligibility.
5.1 Any communication to You in respect of an offer from a Company is being made by the Company making the Offer, regardless of whether the communication is sent to You through a Snowball Effect communication channel or Snowball Effect personnel.
5.2 Snowball Effect does not verify the content of any such communication.
6.1 You agree that a person who is a seller of securities (as opposed to a Company that is issuing securities) may disclose details about You to the underlying entity that such securities are issued by.
THE SNOWBALL EFFECT LIMITED
YOU as the INVESTOR by typing your initials in the box on the registration form