Billfolda

Retail Investor Agreement

Between Billfolda Pty Limited and the Retail Investor

1. Definitions

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

AFSL means an Australian Financial Services Licence 503322.

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

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

Application Facility means a facility on Billfolda’s Online 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.

Billfolda , We, Us or Our means Billfolda 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 under the CSF Regime through Billfolda’s Online Platform.

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

CSF Offer Document means the document that a CSF Issuer makes available to Investors through Billfolda’s Online 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 Billfolda’s Online Platform which allows Billfolda, 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) :

  1. A new 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

  2. a misleading or deceptive statement; or

  3. an omission of information required to be included, i.e, minimum information required by law

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

Financial Assistance Restrictions means Billfolda 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 AML 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 Billfolda’s machinery or systems, unless occurring as a result of an act, omission, default or negligence of You or Billfolda.

Gatekeeper Obligations means the obligations that Billfolda has to check:

  1. the identity of the CSF Issuer;

  2. the eligibility of the CSF Issuer;

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

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

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

  6. 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:

  1. 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;

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

  3. any content displayed on or available through the Billfolda Website.

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

Investor Cap means You can only invest $10,000 per CSF Issuer on Billfolda’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 Billfolda is subject.

Online Platform means the Website operated by Billfolda 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 Billfolda’s Online 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 Billfolda to assist Billfoda in providing the CSF Service, including but not limited to identity and document verification and credit checking services.

Website means https://www.billfolda.com.

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

2.Interpretation

    1. Unless the contrary intention appears:

      1. a reference to this Agreement is a reference to this Agreement as amended, varied, novated, supplemented or replaced from time to time;

      2. words or expressions importing the singular include the plural and vice versa;

      3. where a word or phrase is defined or given meaning, any other part of speech or grammatical form has a corresponding meaning;

      4. a reference to money, $ or dollars is a reference to Australian dollars;

      5. a reference to a statute or other law includes regulations and other instruments made under it and consolidations, amendments or replacements of any of them; and

      6. where an act would be required to be done, or a time limit or period would expire, on a day which is not a Business Day, the act may be done, or the limit or period will expire, on the following Business Day.

    1. Headings are inserted for convenience and do not affect the interpretation of this Agreement

3.Warning Statement

    1. 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.

    1. Where You are an international Investor, in addition to clause 3.1, there are also further risks relating to the legality of the Investment in Your country.

4.Incorporation of Other Terms

    1. By creating an account on the Billfolda Online Platform, You agree to be bound by this, Retail Investor Agreement (“this Agreement”) and You also agree to be bound by Billfolda’s:

      1. Terms and Conditions;

      2. Privacy Statement; and

      3. Financial Services Guide (FSG).

    1. By creating an account on the Billfolda Online Platform, You agree that You have read, understood and agree to the Risk Warning on the Online Platform.

    1. Except as specifically provided in this Agreement, this Agreement, prevails over all other agreements to the extent there is any inconsistency between them.

5.Our Service

    1. Billfolda provides an equity Crowd Funding Service under the All or Nothing model which means that the CSF Issuer sets a capital-raising goal, and they must raise this amount and any amount below this, the CSF Issuer, does not keep any of the pledged funds and You, as an investor, do not receive any shares.

6.Registration Requirements

    1. By registering for an Account with Billfolda, You warrant and represent that the following are true and accurate:

      1. Where You are an individual, You have not registered another Account with Billfolda in Your name;

      2. Where You are registering on behalf of a Company, Partnership or Trust, the Company, Partnership or Trust does not have another Account registered with Billfolda for the same legal entity;

      3. You are over 18 years of age;

      4. You will supply us with all information and documentation that We require to allow Us to provide the CSF Service including but not limited to information which will allow us to verify Your source of funds;

      5. You have not and will not supply us with information that is inaccurate or misleading;

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

      7. You will provide Us with any additional information which may be reasonably required to fulfil our legal, regulatory and contractual obligations;

      8. You have the authority to make the Application and enter into Agreements with Us;

      9. Where You are applying on behalf of a Company, You are a Director of that Company and are duly authorised to make this investment;

      10. Where You are applying on behalf of a Partnership, You are a Director or a general partner of a limited partnership; and

      11. Where You are applying on behalf of a Trust, You are a Trustee or a Director of the Trustee.

    1. By registering for an Account with Billfolda, You agree to accept such charges that are advised during the registration process and from time to time.

7.Overseas Investor

    1. 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.

    1. Billfolda is not responsible for determining whether You are legally able to Invest in the CSF Offer. You accept the risk that the Investment may not be legal in Your country and specifically release and fully indemnify Billfolda from any such claim.

    1. You must not invest in a CSF Offer on Billfolda’s Online Platform if You are a citizen or resident of Japan, the United States of America, Canada or any other jurisdiction where offers of this kind may be unlawful or require the Issuer, Billfolda or any other person to be registered or take additional steps under the laws of that jurisdiction.

8.Treatment as a Retail Investor

    1. Billfolda will provide the crowd-sourced service to You as a Retail Investor.

    1. If at a later time You cease to be a Retail Investor, We may stop treating You as a Retail Investor.

    1. To cease being treated as a Retail Investor and to be treated as a Wholesale Investor, You must complete an Exempt Investor Declaration, together with providing Us with proofing documents such as an Accountant’s Certificate.

    1. If at a later time You cease to be a Retail Investor, We will inform You that We intend to stop treating You as a Retail Investor, before We do so.

    1. If You are not treated as a Retail Investor, You will not:

      1. have the Cooling-Off Rights in clause 16.1(a) of this Agreement;

      2. be required to complete a Risk Acknowledgement;

      3. be restricted by the Investor Cap; and

      4. face Financial Assistance Restrictions.

9.Warranty

    1. Billfolda holds and will continue to hold an AFSL with the following authorisations to provide:

      1. a crowd-funding service (CSF Service);

10.documentation

    1. In addition to this Agreement, We will provide You with a Financial Services Guide (FSG), which is to help You make an informed decision about the services We Offer. It includes information about Us, the financial services We provide, fees and compensation arrangements, the dispute resolution avenues available to You and how to contact Us.

    1. CSF Offer Documents published on Billfolda’s Online Platform are prepared by the CSF Issuer.

11.Third Party Terms

    1. By creating an Account You accept and agree to be bound by any terms of Third Party Service Providers.

12.Checks We Perform

    1. Within 21 days of commencement of a CSF Offer on the Billfolda Online Platform, We and Third Party Service Providers, will carry out preliminary checks on directors and senior managers of the CSF Issuer.

    1. We will also undertake eligibility checks of the CSF Issuer to assess if it is capable of making a CSF Offer and checks required by our Gatekeeper Obligations.

    1. If Our checks disclose any concerning fact with regard to the CSF Issuer, its directors and senior management, we reserve the right to withdraw the CSF Offer at any time.

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

    1. The fact that We perform checks and that We list a CSF Issuer on the Billfolda Online Platform, does not in any way offer guidance as to the future performance and results of Your Investment(s).

    1. We do not verify the content of 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.

13.USE OF THE COMMUNICATION FACILITY

    1. Billfolda provides and maintains a Communication Facility for the CSF Offer, on the Online Platform, when the CSF Offer is open or suspended.

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

    1. On the Communication Facility, You will be able to:

      1. post comments about the CSF Offer,

      2. see and respond to posts made by others, including Investors and Potential Investors about the CSF Offer; and

      3. ask the CSF Issuer and Billfolda questions about the Offer.

    1. Billfolda and the CSF Issuer will respond to questions and comments posted on the Communication Facility.

    1. Billfolda will not provide You with Advice.

    1. You must only use the Communication Facility for the purposes as set out in this clause 13.

    1. You accept all liability for comments that You post on the Communication Facility.

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

    1. Billfolda has the right to not publish communications on the Communication Facility if it considers the communication to be:

      1. Misleading or deceptive;

      2. Not made in good faith;

      3. Unlawful;

      4. Content that You do not own;

      5. Irrelevant to the CSF Offer; or

      6. Made for a purpose other than that in clause 13.3.

    1. You have the right to appeal a decision made by Billfolda not to publish Your Communication by contacting concerns@billfolda.com .

    1. If You are frivolous and vexatious in the use of the right to appeal in clause 13.9, We have the right to refuse further appeals made by You under clause 13.9.

    1. If 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 Online Platform.

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

14.MAKING AN APPLICATION UNDER A csf OFFER

    1. You can only make an Application for a CSF Offer that is published by Billfolda on its Online Platform by applying through Billfolda’s Application Facility.

    1. You will be able to access and use the Application Facility for a CSF Offer when the Offer is Open.

    1. All Applications and Application Money for CSF Offers published on Billfolda’s Online Platform must be sent or paid to Billfolda through its Application Facility and will be dealt with by Billfolda in accordance with the applicable Laws.

    1. Prior to making an Application under the CSF Offer You will be required to complete a Risk Acknowledgement, such that You acknowledge that You have read and understood the General Risk Warning before applying under the CSF Offer, which will be provided to You through the Application Facility.

    1. Where You are contacted outside of Billfolda’s Online Platform by a CSF Issuer that has or has had a CSF Offer on the Billfolda Online Platform, You must inform Billfolda immediately if It relates to any form of fundraising (debt or equity), unless the communication is provided for in the CSF Offer Document.

15.REJECTION OF A CSF OFFER APPLICATION

    1. Billfolda has a right to reject Applications in its discretion.

    1. Your CSF Offer Application will be rejected if:

      1. You did not complete Risk Acknowledgement for the CSF Offer prior to applying under the CSF Offer; or

      2. Your Application means that You would invest more than $10,000 in one CSF Issuer on Billfolda’s Online Platform in a 12-month period;

      3. Billfolda exercises its right to reject the Application.

    1. Where Your Application is rejected in clause 15.2, Billfolda will refund Your Application Money, as soon as practicable.

16.WITHDRAWAL RIGHTS

    1. You have the following Withdrawal Rights which You can exercise through the Application Facility:

      1. You have Cooling-Off Rights to withdraw Your application for a CSF Offer within 5 Business Days of applying under the Offer; and

      2. You have the right to withdraw Your application for a CSF Offer, for One Month after a Supplementary Offer Document or a Replacement Offer Document are published on the Online Platform, in the event that the CSF Offer was Defective.

    1. Where You have withdrawn Your Application under Your rights in clause 16.1, Billfolda will refund Your Application Money in full, as soon as practicable.

    1. When you trigger your withdrawal rights within the modified cooling off time your funds will be immediately removed from the approved application listing, even when the funds have not been returned to you (as yet). Should you at a later point wish to continue with an investment in the CSF offer you will need to lodge and pay for a new application, and that application will be ranked at the time of receipt (not the date and time of your earlier application).

17.Fees

    1. We will not charge you fees for Our services provided by the Online 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.

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

    1. We reserve the right to vary the Fees that We charge. Should We propose to vary this arrangement, We will notify You in advance of any change.

    1. At the time of a Successful CSF Offer, We will request that You support Our service by way of a voluntary donation or backer contribution.

    1. You may increase, amend or delete the charge at Your discretion and Your Account status with us will remain unaltered.

    1. We will pay interest that accrues on Application Money received and held in the trust account to the CSF Issuer upon successful completion of their CSF Offer.

    1. Should a CSF Offer fail, We will keep all interest that has accrued on the Application Money and refund You Your Application Money, less, any voluntary donation or backer contribution in clause 17.4, Third Party Service Provider charges payable by You and any of Your purchases including but not limited to rewards or other non-share purchase values.

    1. Our FSG outlines other Fees that We receive for providing Our services.

18.APPLICATION MONEY

    1. Billfolda will hold Your Application Money in trust until it has the obligation to:

      1. refund it in the event that You exercise Your Withdrawal Rights, in accordance with clause 16;

      2. refund it in the event that Your Application is Rejected, in accordance with clause 15;

      3. refund it in the event that the CSF Offer is oversubscribed;

      4. refund it in the event the CSF Offer is Unsuccessful;

      5. refund it in the event the CSF Offer is Closed but not Complete;

      6. pass it to the CSF Issuer when the Offer is Complete.

    1. Billfolda will otherwise deal with Application Money compliantly according the relevant Laws.

    1. Refunds under clause 18.1 will be paid as soon as practicable, but in any event, within 14 days.

    1. This clause will survive in the event that the CSF Issuer withdraws their CSF Offer or the CSF Offer is closed for any reason.

19.THE CSF OFFER

    1. A CSF Offer is open from the time when it is first published on Billfolda’s Online Platform and will remain open until closed by Billfolda giving written notice on the Online Platform that the CSF Offer is closed.

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

    1. Subject to clause 19.2, Billfolda will close a CSF offer at the earliest of the following times:

      1. three months after the CSF Offer is first published on Billfolda’s Online Platform;

      2. any date specified in the CSF Offer Document as the date that the CSF Offer will close;

      3. the CSF Offer is fully subscribed to the Maximum Subscription Amount as defined in the CSF Offer Document;

      4. if the CSF Issuer withdraws the offer;

      5. if Billfolda is no longer satisfied with the results under its Gatekeeper Obligations.

    1. Billfolda will remove a Defective Offer Document from the Online Platform and may either close or suspend the CSF Offer by giving notice on the Online Platform.

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

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

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

    1. The Suspension will continue until a Supplementary Offer Document or Replacement Offer Document is published on the Online Platform or the CSF Offer is otherwise closed.

20.status of a csf Offer

    1. When a CSF Offer is closed, Billfolda will determine whether the CSF Offer is Complete or Unsuccessful.

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

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

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

    1. A CSF Offer can never be Complete in accordance with clause 20.3 if it is closed because:

      1. the CSF Offer was withdrawn by the CSF Issuer; or

      2. Billfolda closed the CSF Offer under its Gatekeeper Obligations.

21.successful cSF offers

    1. Where a CSF Offer is Successful:

      1. the CSF Issuer will issue You with Shares in accordance with the CSF Offer and CSF Offer Document; and

      2. Billfolda will pay Application Money to the CSF Issuer (less fees payable by the CSF Issuer);

      3. Billfolda may agree to accept payment or part payment of its Fees from the CSF Issuer in equities in the CSF Issuer.

22.Billfolda’s Use of the Online Platform

    1. You acknowledge that Billfolda may, on any occasion, invest in and raise money through Billfolda’s Online Platform.

    1. You understand and agree that investment activity of this or similar types of investments by Billfolda is not a recommendation or endorsement in any way.

    1. You confirm that any investment You or Your associated entities makes is not based upon the behavior of, representations by, inactions or omissions of Billfolda.

    1. When the Billfolda Online Platform is used by its Representatives on their own account for fundraising capital, Billfolda will appoint an independent party to review the offer provided to ensure it is consistent with other offers made on the platform, as well as monitoring the fundraising process to confirm that it is conducted in the same manner as other offers made through the Billfolda Platform.

    1. You will be notified in the CSF Offer Document Communication Facility and any other accompanying documentation on the Online Platform, where a circumstance in 22.4 arises.

23.Privacy and Confidentiality

    1. Personal information collected by Billfolda is treated as confidential and is protected by the Privacy Act (Cth) 1988. We will only collect personal information which is necessary to perform the CSF Services. By using the CSF Service and Online Platform, You acknowledge and consent to Billfolda’s Privacy Policy. The Privacy Policy can be found at http://www.billfolda.com/privacy .

    1. Billfolda will use reasonable precautions to maintain the confidentiality of information Billfolda receives from the You and material and/or data You provide, create, input or develop in connection with provision of the CSF Service to You. Nonetheless, because such information, material and/or data may be provided through the internet or another mode of communication You hereby acknowledge and agree that Billfolda cannot assure that such information, material and/or data will continue to be confidential.

    1. You accept the risk of a third party receiving confidential information concerning You and specifically release and indemnify Billfolda from any claim arising out of a third party intercepting, accessing, monitoring or receiving any communication from You intended to be provided to Billfolda or from Billfoda intended to be provided to You.

    1. You acknowledge and agree that Billfolda may disclose Your name and other personal information about You, or information about Your use of the Application and Communication Facilities, to its employees, representatives, officers, agents and affiliates, as well as to a government entity or self-regulatory authority, an internet service provider or any other third party agent or service provider for any purpose related to offering, providing, administering or maintaining the Service, to comply with applicable Laws, or in relation to any claim or action, whether potential or actual, in connection with use of the Service by You.

24.Dispute resolution

    1. If You have a Complaint or Dispute about the financial services that We provide to You, You must follow the process as set out in Our FSG.

25.Intellectual Property

    1. At no time shall either party enter into commitments for or in the name of the other party or use their Intellectual Property for any purpose whatsoever. Other than explicitly provided for in this Agreement, neither party will:

      1. use the other party’s name or Intellectual Property without the prior written approval of the other party; or

      2. represent itself as being affiliated with, or authorised to act for, the other party.

    1. You are authorised solely to view and retain a copy of the pages of the Billfolda Website for Your own personal, non-commercial use. You further agree not to:

      1. use any robot, spider, scraper or other automated device or means to access the Service; or

      2. remove or alter any Intellectual Property or other content displayed on the Website.

26.LIMITATION OF LIABILITY

    1. Billfolda 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 under a Defective Offer Document, where Billfolda is not aware that the CSF Offer Document was defective.

    1. Billfolda will use all reasonable effort to perform its obligations under the Law to perform its Gatekeeper Obligations and will not be liable for any losses that You incur as a result of investing in a CSF Offer that is published on Billfolda’s Online Platform.

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

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

    1. Billfolda is not responsible for any delays, charges or loss incurred due to errors in payment, beneficiary or any information provided by You. You agree to indemnify Billfolda and to accept liability for any losses or charges incurred by Billfolda arising from such error or delay on Your behalf.

    1. Application Money is held in trust with an authorised deposit taking institution in Australia (bank). You waive any liability the bank may have to you arising out of a breach of trust by us, or by any of our employees, contractors, agents or representatives. You understand and accept that the bank is entitled to rely upon and take instruction from Billfolda in relation to Application Money without any further enquiry or liability.

    1. Billfolda is not liable for lost profits or gains that arise from an Investor’s inability to use the service for an acquisition or any number of acquisitions for any reason, including but not limited to due to withdrawal of an offer, limitation on investment, rejection of an application(s).

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

27.INDEMNITY AND SURVIVAL

    1. The You shall indemnify and hold Billfolda harmless 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 in connection with litigation arising from or related to:

      1. Billfolda acting in good faith on Your verbal or written instructions;

      2. Billfolda transferring money to a third party because of instructions that We relied upon, that were sent to Us due to a fraud or cyber security incident or other breach that affected Your business or email address or account details;

      3. the violation of any Law by You; or

      4. Your violation of this Agreement.

    1. You also agree to promptly pay Billfolda for all damages, costs and expenses, including reasonable legal fees and expenses, incurred by Billfolda in the enforcement of any of the provisions of this Agreement. Your obligations under this clause shall survive termination of this Agreement.

    1. Billfolda will treat information provided by You in connection with each CSF Offer as correct, and will not be liable for any delay in making a payment to You, including where the information You provide is incorrect.

28.Amending this Agreement

    1. The terms of this Agreement may be amended by Billfolda at any time. Billfolda will provide notice to You of any such amendment.

    1. Billfolda will provide You with notice of a new version of this Agreement, the next time that You log into Your account on the Online Platform, You will be prompted of this and will be required to confirm You agree to the new version of the Agreement.

    1. If You do not agree the new Version of the Agreement, Your access to the Online Platform will be limited. You will not be able to use the Application Facility or apply for a CSF Offer, and You will not be able to view sensitive parts of the CSF Offer. Your access will be amended in the way described unless or until You agree to the new version of the Agreement.

29.TERMINATION

    1. This Agreement may be terminated immediately by You or Billfolda by Notice to the other in writing. However, termination by either party shall not affect a CSF Offer previously entered into, nor either party’s obligations in relation to the CSF Offer and shall not relieve either party of any outstanding obligations arising out of this Agreement.

    1. In the event that Billfolda is made aware of or has reason to believe any of the following, that:

      1. You provided false or misleading information to Billfolda; or

      2. You have participated in or are participating in or have assisted in or are assisting in money laundering or terrorism financing; or

      3. You are being officially investigated by any Authorities;

      then Billfolda, at its sole discretion, may terminate this Agreement immediately by Notice to You, and Billfolda shall be relieved of any obligations set out in this Agreement or arising out of a CSF Offer Application contemplated by this Agreement, including any obligations arising out of a CSF Offer Application already placed with Billfolda.

30.Anti-Money Laundering

    1. Billfolda takes measures to ensure that it is not participating or assisting in money laundering or terrorist financing. Law enforcement agencies and regulatory authorities may periodically inspect and require copies of Investor information and business records held by Billfolda, to ensure compliance with all applicable anti-money laundering and counter terrorism financing laws.

    1. In appropriate cases all communications and information concerning an Investor or Potential Investor held by Billfolda may be disclosed to and reviewed by law enforcement agencies and regulatory authorities. In addition, You agree to comply with all applicable anti-money laundering and counter terrorism financial laws, and to assist Billfolda to comply with its obligations.

31.CIRCUMSTANCES BEYOND OUR CONTROL

    1. If Billfolda is unable to perform its obligations under this Agreement because of factors beyond its control or because of a Force Majeure Event, Billfolda will notify the 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 Billfolda has been unable to discharge its obligations under this Agreement.

32.Governing Law

    1. 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.

33.GENERAL

    1. The failure of Billfolda to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

    1. If any provision of this Agreement is or becomes invalid or inoperative, it will be severed from this Agreement, the remainder of which will continue to bind You and Billfolda.

    1. Any rights or obligations that You have under this Agreement will not be assigned, transferred, sold or otherwise conveyed, except with the prior consent of Billfolda. Billfolda may, however, transfer any rights or obligations it may have pursuant to this Agreement to another party without Your consent. You will execute any documents (including a deed of novation) reasonably required by Billfolda to effect such a transfer.

    1. This Agreement is binding on and continues for the benefit of each Party, its successors and permitted assigns.