Financial Services Guide

1.INTRODUCTION

This Financial Services Guide (FSG) is dated 14 January 2018 and is has been prepared for the purpose of assisting you, as a retail client, in deciding whether to use any of the financial services offered by Billfolda Pty Limited (Billfolda), ACN 620 995 548, Australian Financial Services Licence number (AFSL) [ #503322]. This FSG is for both CSF Issuers and Investors who are retail clients of Billfolda.

2.PURPOSE OF THIS GUIDE

The FSG aims to clearly define the role and responsibility of Billfolda when it provides retail clients with the financial services as described in this FSG. In particular the FSG contains information about:

documents that we give you that you should read in relation to offers we advance ;
the financial services we are authorised to provide under our AFSL;
the financial products to which those financial services relate to;
our contact details;
how you can reach us and provide us with instructions;
how we, our staff, affiliates and other associated persons are remunerated for the services offered as well as any applicable associations or relationships between us and any related party and issuers
how complaints can be made, and how they will be managed.

3. CONTACT

Billfolda can be contacted via the details below:

Registered business address Billfolda
Suite 11, 330 Wattle Street
ULTIMO NSW 2007 Australia

Phone +61 2 9280 2655

Email [email protected]

Website https://billfolda.com

4.OFFER DOCUMENTS

In deciding to invest in any crowd-sourced funding offer (CSF Offer), you must read the CSF Offer document, including any attached document or other offer document relating to the offer in full.

Should you invest in a CSF Offer, you will have a 5 business day cooling off period from when you apply to invest in a CSF Offer and you will have a 30 day cooling off period from the time when a replacement or supplementary CSF Offer document is published, if a CSF Offer document has been found to be defective.

5.FINANCIAL SERVICES WE ARE AUTHORISED TO PROVIDE UNDER OUR AFSL AND THE PRODUCTS TO WHICH THOSE SERVICES RELATE

Billfolda is authorised to provide the following financial services:

Billfolda to carry on a financial services business to:
1. provide a crowdfunding service for the following classes of financial products:
  1. fully-paid ordinary shares of an eligible CSF company;
    1. published on an offer platform operated by the licensee only;
      1. titled Billfolda; and
      2. accessed via www.billfolda.com;
      to retail and wholesale clients.

Financial products available through Billfolda are new securities issued by eligible companies (CSF Issuers) that are not listed on an Australian exchange on or before the time of the CSF Offer. The name of the CSF Issuers, nature of their businesses and the details of their CSF Offers are accessible at https://billfolda.com

Crowd-Funding Service

Billfolda is authorised to provide a Crowd-Funding Service in Australia.

Billfolda provides a Crowd-Funding Service to a person who uses the Application Facility for a crowd-sourced funding Offer to make an application for the Offer. This service is provided from the time the person first uses the Application Facility to make an application pursuant to the CSF Offer.

Billfolda also provides a Crowd-Funding Service to a company making a CSF Offer, a CSF Issuer. This service is provided from the time the company enters into a hosting arrangement for the CSF Offer.

The CSF Service provides a process for offer creation and compliance checking in accordance with our gatekeeper obligations. Upon publication of a CSF Offer, we assist by obtaining applications in relation to the offers, facilitation of a communications channel, administration of cooling off rights, suspension, replacement and closure of CSF Offers and capping of investments

Financial Product Advice

Billfolda is not authorised to provide general or personal financial product advice. Factual information provided by Billfolda is given without taking account of your objectives, financial situation and needs. Billfolda strongly recommends that you consider your own specific objectives, financial situation or needs and seek independent accounting, financial, taxation, and legal advice, prior to making any investment decision.

Billfolda reserves the right, in its sole discretion, to refuse registration, terminate or suspend any person's registration, or refuse to permit any person to invest in any Issuer.

The terms under which Billfolda will provide the Crowd-Funding Service are set out in Billfolda’s:

Website Terms of and Conditions;

Investor Agreement; and

Hosting Agreement.

All of the above documents are available on the Billfolda Website and or outlined to as they apply to each party.

6.BENEFITS BILLFOLDA MAY GIVE OR RECEIVE

Investor Fees

We may charge you a fee to become registered to invest on our Online Platform. When we do so, we will calculate the amount with reference to the direct, third party costs of the provision of the services, such as for identity verification.

Success Fees

Billfolda may receive success fees, which are paid to Billfolda by the CSF Issuer of securities upon successful completion of a CSF Offer. The amount of these fees is not ascertainable, but we will calculate the amount as a percentage of the amount of new securities allotted (i.e. based on the amount of new funds raised) via Billfolda’s Online Platform. These fees may be paid by the CSF Issuer in cash or shares in the CSF Issuer.

Interest on Application Money

Interest may be earned on money received by Billfolda from investors who apply to participate in CSF Offers and held in Billfolda’s trust account. Billfolda does not retain this interest and will remit all interest on application moneys deposited with Billfolda to the CSF Issuer upon successful completion of their CSF Offer. However, where the CSF Offer is not successful, all interest earned on application money will be retained by Billfolda, after making good all refunds of application money.

Further Investment Fees

Billfolda will receive a percentage of investment fees from a CSF Issuer for any side investment agreement money they receive for two years after their Offer was published on Billfolda’s Online Platform, where the investment is received from:

An investor who invested in the CSF Offer;
An applicant in the CSF Offer;
A person who accessed the CSF Offer; or
A person who contacted Billfolda or the Issuer in relation to the CSF Offer during the time the CSF Offer was open or suspended or closed, pending a determination of the status of the CSF Offer.

Side investment agreement fees are not payable to the extent that the investors and or offers are notified to Billfolda prior to the CSF Offer or otherwise exempted in writing by Billfolda.

Billfolda may vary the terms of side investment agreement fees from time to time, and from offer to offer.

You will find further details regarding the particulars of any remuneration, commission or benefits payable to Billfolda in respect of a particular CSF Offer in our FAQ on Billfolda’s Online Platform. You can request further particulars of the remuneration Billfolda receives in respect of a particular CSF Offer before you invest in the offer via the website, or by contacting us.

Remuneration of employees, representatives and directors

Billfolda employees, representatives and directors are remunerated by way of salary and other employee benefits. Discretionary performance bonuses may be paid to employees and representatives. Directors may receive commissions or benefits calculated by reference to the quantity or value of shares issued under CSF Offers.

Referral Fees

Billfolda may pay commissions, or other benefits, to parties who refer investors or CSF Issuers to Billfolda. This may be a recurring or one-off payment and may vary from transaction to transaction. Typically this fee will be calculated as a percentage of the total value of financial products acquired by the person in relation to a CSF Offer.

You will find further details regarding the particulars the particulars of any referral fees payable in respect of a particular CSF Offer within the offer on Billfolda’s Online Platform.

7. ASSOCIATIONS AND RELATIONSHIPS

Billfolda, its employees, representatives and associates may invest in Issuers and CSF Offers which are published on Billfolda’s Online Platform.

Billfolda, its employees, representatives as associates may use Billfolda’s Online Platform on their own personal account for CSF Offers. When this occurs, Billfolda has procedures in place to ensure the independence of the CSF Offer and you will be notified on Billfolda’s Online Platform if there is an association or relationship between the CSF Issuer and Billfolda.

8. HOW TO INVEST THROUGH BILLFOLDA AND PROVIDE BILLFOLDA WITH YOUR INSTRUCTIONS

To access or make a CSF Offer, you must register with Billfolda and complete an Investor Agreement or Hosting Agreement, as applicable and provide Billfolda with any further documentation that it requires. These forms are and confirmations are provided through Billfolda’s Online Platform.

Upon confirmation of your contact details, you will become a registered user of Billfolda’s Online Platform.

To make a CSF Offer or invest in a CSF Offer you must be logged-in to Billfolda’s Online Platform.

Any instructions we receive through Billfolda’s Online Platform through your account, will be taken to be instructions from you (this includes making a CSF Offer, investing in a CSF Offer and exercising your Withdrawal and Cooling-Off Rights).

9. COMPLAINTS AND DISPUTE RESOLUTION

Billfolda is committed to providing clients with a high standard of service. We take complaints from clients very seriously and address them with appropriate care and attention. Our aim is to remedy problems quickly and to your complete satisfaction.

If you have a complaint about the financial services that Billfolda has provided to you, you should write to our Complaints Officer at the address below or call +61 2 9280 4877 or email [email protected].

Complaints at Billfolda
Suite 11, 330 Wattle Street
ULTIMO NSW 2000

If you are unhappy about the progress of your concern, please feel free to escalate your matter to [email protected] .

If you are not satisfied with the resolution offered by our either Complaints Officer, you can access our external dispute resolution scheme. Billfolda is a member of the Credit and Investments Ombudsman (CIO). The CIO is a free service for complainants.

The CIO can be contacted at:

Credit & Investment Ombudsman
www.cio.org.au
Toll Free: 1800 138 422
PO Box A 252
South Sydney NSW 1235

10. COMPENSATION ARRANGEMENTS

Billfolda has arrangements to maintain adequate professional indemnity insurance to compensate retail clients. Billfolda’s professional indemnity insurance complies with section 912B of the Corporations Act 2001. This policy is subject to terms and exclusions and covers claims made against Billfolda in relation to financial services provided by our current and former employees and representatives.