Terms of Use for Consultants and other Professionals Registering on FUNDEXA

(UPDATED 31 MARCH 2018)

Definitions

These Terms of Use (“Terms”) govern your use of all FUNDEXA websites including those located at www.fundexa.com, www.fundexa.net. www.fundexa.net (collectively “Website”) and/or any FUNDEXA software applications, including the FUNDEXA Fund Finder web application and any information you download from the Website or by any other means (“Applications”).

FUNDEXA is a web-based investor meetings service managed by Fundexa Corporation (“Fundexa Corp”) in partnership with various e-procurement technology experts and contractors (collectively referred to as “we”, “us” and “our”).

The Terms and any other rules, policies, notices or procedures on the Website and Applications form a binding contractual agreement (“Agreement”) between the user (“you”, “your”) of the Website and/or Applications and us.

For that reason the Agreement is important and you should ensure that you read it carefully and contact Fundexa Corp with any questions before you use the Website and/ or Applications.

You can contact us on: bill@fundexa.com (with Subject line – Re: Terms and Conditions).

By registering and using the Website and/or Applications, you acknowledge and agree that you have had sufficient chance to read and understand the Agreement and you agree to be bound by it. If you do not agree to the Agreement, please do not use the Website and/or Applications. These Terms should be taken in conjunction with any previous agreement that you may have signed with us.

We may amend the Agreement from time to time without notice to you. In the event that we do, the amended Agreement will be made available here, on the Website. You should therefore check here regularly to ensure that you are made aware of any changes to the Agreement. Should you continue to use the Website and/or Applications once the amended agreement has been made available, you will be taken to have agreed to it.

The Service

FUNDEXA provides an online marketplace that enables people or entities (“Clients”) looking to meet investors (“Investors”) to select and engage with people or entities prepared to perform that service (“Consultants”) by arranging meetings between Client and Investors (“Roadshows”, “Service”, “Project”).

The Website and/or Application may not be used for any other purpose.

Through the Website, Clients are able to issue Requests for Roadshows (“Request for Proposal”, “RFP”), invite bids from Consultants (“Proposals”), review competitive bids, choose a suitable Consultant and award a contract (“Contract”).

Collectively, the process of issuing a Request for Proposal by a Client, receiving Proposals from Consultant, evaluating Consultant Proposals and awarding a Contract by the Client to a Consultant shall be called “Transaction”

FUNDEXA Is a Not a licensed Financial Institution or Adviser. FUNDEXA does not offer investment advice. FUNDEXA is not associated or partnered with any of the banks, brokers, financial advisers, venture capital funds, equity investors and other finance groups ("Financial Institutions") listed on the FUNDEXA Website and its Applications.  Furthermore, FUNDEXA is not involved in any agreements between Users and these Financial Institutions or in the representation of Users in dealing with them as part of any investor meeting or roadshow program arranged through FUNDEXA. At no point may FUNDEXA be held liable for the actions of either parties in their dealings with each other.

FUNDEXA Is Not An Investor Relations Firm. FUNDEXA does not offer investor relations advisory services. Consultants are not the employees or agents of FUNDEXA.  Companies registered on FUNDEXA may have a commercial relationship with FUNDEXA.  However, FUNDEXA is not involved in agreements between Users or in the representation of Users in dealing with Clients and individual roadshow programs or investor meetings. At no point may FUNDEXA be held liable for the actions or omissions of any User performing investor relations services for you.

FUNDEXA Is Not A Referral Service. FUNDEXA is not a referral service. FUNDEXA does not select or endorse any individual Consultant to service a Client, nor any Client to appoint or engage a Consultant. While FUNDEXA uses commercially reasonable efforts to verify that our registered Users are qualified professionals, we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any User. FUNDEXA does not warrant or guarantee that Users are covered by professional liability insurance. FUNDEXA encourages Clients to research any potential Consultants before engaging investor relations services.  FUNDEXA encourages Consultants to research any Clients before accepting investor relations projects.

FUNDEXA does not vouch for any of its Users; including Clients and Consultants. Providing a service where companies and investors can meet does not imply an endorsement of any subscribing Consultant or Client. FUNDEXA does not sanction statements a User may post on the FUNDEXA Website or Applications.

FUNDEXA Does Not Guarantee Results. FUNDEXA will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Website, and any use or reliance on User-Generated Content is solely at your own risk.

Registration

In order to use the Service or certain parts of it, you are required to register a Request for a Roadshow as a Client ("Client Account") (publicly listed company or an advisor to a publicly listed company) or a Consultant ("Consultant Account") (by invitation only, investor relations firm). Unless otherwise specified, collectively the Client Account and Consultant Account shall be called “User Account”. When registering for a User Account, you agree to provide truthful and complete information when requested. It is your responsibility to ensure that you update your information should it change at any stage.

You will be provided with a login and password that will be unique to your User Account. You are responsible for maintaining the security of your User Account, all activities that occur under your User Account and any other actions taken in connection with your User Account. You cannot describe or assign keywords to your User Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. Fundexa Corp reserves the right change or remove any description or keyword that it considers inappropriate, unlawful or otherwise likely to cause us liability.

You must immediately notify us (by writing to bill@fundexa.com with Subject line – Re: User Account) of any unauthorised uses of your User Account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

Please refer to our Privacy Policy for information on how we use your personal information

Background Checks

If You are a USER, FUNDEXA has the right, but not the obligation, to verify whether the information displayed in Your Account is accurate. You hereby grant to FUNDEXA the right to conduct background checks to confirm the accuracy of any User Information that is available on Your Account including without limitation Your name and address, e-mail address, telephone number, photographs, geographical location, billing information, Your professional degree program and institution and year of graduation, any post-graduation work experience, any other of Your qualifications. THE USER HEREBY GRANTS TO FUNDEXA THE RIGHT TO CONDUCT A BACKGROUND CHECK BY REGISTERING WITH THE WEBSITE UPON RECEIVING YOUR EXPLICIT CONSENT. THE USER AGREES AND ACKNOWLEDGES THAT FUNDEXA RESERVES THE RIGHT TO DISTRIBUTE RESULTING INFORMATION, AS SET FORTH IN THIS PARAGRAPH, TO INTERESTED CUSTOMERS POTENTIALLY SEEKING WORK FROM YOU.

Using the Service

By using the Service, you acknowledge and agree that:

(a) Certain material accessible through the Service is provided to third parties and we are not responsible for such material or its interpretation or use; and

(b) where the Service provides the facility to enter into transactions with third parties, you acknowledge that we are not involved in the actual transaction with between Clients and Consultants and as a result have no control over the Services requested or performed or content posted on the Website and/or Application

Your Conduct

You must not use the Website and/or Applications or Service (or let it be used) for:

(a) Illegal Purposes: Infringe any applicable law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, criminal law, anti-discrimination and trade practices/fair trading laws); to request or offer to perform any illegal service; or to enable a minor to access material inappropriate for a minor or to establish (or attempt to establish) contact with a minor;

(b) Invade Privacy: In a way that is harmful, threatening, invasive of another’s privacy or to menace, harass or stalk any person; to distribute material that is defamatory, obscene or could cause offence or harm; to publish or otherwise distribute personal or identifying information about another person without that person’s express consent; or to make unsolicited contact with any person or menace, harass or stalk any person;

(c) Destructive & Annoy: To distribute malicious or destructive computer viruses or to accept, transmit or distribute unsolicited bulk electronic messages; and

(d) Misrepresent & Infringe: To impersonate any person or entity, including, but not limited to us, or falsely state or otherwise misrepresent your affiliation with a person or entity; or in a manner that infringes any other person’s intellectual property rights, confidential information or other rights. You may not transfer your User Account to another party without our consent

(e) Communicating with others: Clients and Consultants may from time to time and in support of Transaction use the messaging capability available on the Website. We are not liable for any of the information shared or communicated via the message boards or the inbox private messaging.

Your Content

If you operate a FUNDEXA  User Account, and/or comment on, post material to, post links on or otherwise make (or allow any third party to make) material available by means of the Website and or Applications (collectively called “Content”), you are entirely responsible for the that Content and any harm resulting from that Content. That is regardless of whether the Content in question constitutes (but not limited to) text, graphics, an audio file or computer software. By making Content available, you represent and warrant that:

(a) the Content is not considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;

(b) the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

(c) if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

(d) you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

(e) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

(f) the Content is not spam, is not machine or randomly generated and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or further unlawful acts;

(g) your User Account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods;

(h) your User Account is not named in a manner that misleads users into thinking that you are another person or company;

(i) the Content will not cause you or us to breach any law, regulation, rule, code or other legal obligation; and

(j) the Content will not bring us, or the Website and/or Applications into disrepute.

By submitting Content for inclusion in your User Account or to the Website and/or Applications, you grant us a world-wide, royalty free, and non-exclusive license to use that content in any way (including without limitation, reproducing, changing and communicating the Content) and permit us to authorise any other person to do the same thing. If you delete any Content, we will use reasonable efforts to remove it from the Website and/or Applications, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, we reserve the right (though not the obligation) to, in our sole discretion (i) refuse or remove any content that, in our reasonable opinion, violates any of our policies or agreements or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Service to any individual or entity for any reason, in our sole discretion.

Entering into a Transaction

Clients and Consultants Transact directly with each other once introduced by FUNDEXA. We are not a party to the Transaction. When entering into a Transaction, the following process will occur:

(a) A Request for Proposal has to be issued. To prepare an RFP, a Client will need to forward a Request for Roadshows through the Website and FUNDEXA will then Create a RFP based on this information on their behalf;

(b) The RFP may need to contain information to assist the Consultant formulate a view on the requirements of the Roadshow and can include:

  • Name of the Roadshow (mandatory)
  • Deadline for suppliers to submit their bids. The default time zone is Australia, can be changed if required (mandatory)
  • Ticker Code and Stock Exchange of the Client or company that will be Roadshowed (mandatory)
  • Information requested in the Review section of the Request for Proposal
  • Location and Dates for when the Roadshow needs to occur. A Client can choose multiple dates and locations
  • A questionnaire that will need to be completed by all Consultants
  • Choice of currency in which bids will need to be submitted

(c) Once completed, the RFP will issued to all suitable Consultants registered on the FUNDEXA  and have indicated their capability to provide Roadshow services in the locations specified on the RFP

(d) Consultants are notified via their nominated email address that FUNDEXA or a Client has issued an RFP for a Roadshow.

  • A Consultant can indicate their desire to participate and prepare a Proposal in response to the RFP. A Consultant can also choose not participate.
  • A Consultant can modify a Proposal as many times as required provided it is not after the deadline for Consultants to submit their bids
  • A Consultant is not under any obligation to submit a proposal

(e) When the deadline for submitting bids has elapsed, FUNDEXA will inform the Client so they can choose a Consultant based on the Proposal responses and award the Contract.

  • A Client is not under any obligation to award a Contract for a Roadshow to a Consultant if it is deemed that the Proposals did not address the RFP adequately.

(f) The Client and Consultant may need to sign a Roadshow Agreement between both parties.

  1. Roadshow Agreement

The Roadshow Agreement may incorporate the terms, conditions, rules, policies and guidelines governing the provision of Roadshow services between the Client and Consultant. It may need to be signed as soon as the Client awards the Contract to the successful Consultant.

Client Obligations

You acknowledge that FUNDEXA does not endorse or recommend any particular Consultant, nor do we vouch for the accuracy or completeness of the information provided by Consultants in relation to Roadshows. You must make your evaluation of the accuracy or completeness of the information, opinion, advice or other Content made through the Website.

We do not guarantee that Consultants will respond to an RFP and, in the event that no Consultants respond with a Proposal, you will be required to find alternative means to undertake a Roadshow.

You are solely responsible for the suitability of any transactions which you enter into by means of the Website. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any Transaction. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Website and/or Application.

You acknowledge that we do not accept any responsibility or liability for any failure or delay on the part of any Consultant in providing Roadshow services to you nor are we responsible for any acts or omissions of any other person (such as an Investor) in the course of a Roadshow.

When using the Website, you agree to

(a) To supply all necessary information for the issue of an RFP in good faith and with the full intention of awarding a Contract and participating in a Roadshow and not any other purposes such as market research.

(b) Provide all necessary information in the Request for Roadshow such as is required for Consultants to prepare a comprehensive Proposal in response to the RFP;

(c) Respond to all enquiries from Consultants in regards to an RFP as soon as possible and share any material changes or new information with all Consultants who have indicated their desire to prepare a Proposal;

(d) Provide all necessary information required of the successful Consultant to implement the roadshow in accordance with the Roadshow Agreement; and

(e) Deliver all payments for Roadshow services delivered to you as per the Roadshow Agreement, unless the Consultant has materially changed or deviated from the Roadshow Agreement

When using the FUNDEXA service, you agree not to

(f) Circumvent or manipulate the fee structure or billing process agreed to in the Roadshow Agreement; and

(g) Download or aggregate Consultant information from the Website for the purpose of communicating or engaging with Consultants external to the Website other than in support of the Transaction.

Consultant Obligation

You acknowledge that FUNDEXA do not endorse or recommend any particular Consultant, nor do we vouch for the accuracy or completeness of the information provided by third parties in relation to Roadshows.

You will be notified via your nominated email when a Client issues an RFP, however you can choose to decline participation and not submit a Proposal in response to the RFP.

You are solely responsible for the suitability of any transactions which you enter into by means of the Website. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any transaction. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Website and/or Application.

You acknowledge that we do not accept any responsibility or liability for any failure or delay on the part of any Client in regards to the Roadshow process nor are we responsible for any acts or omissions of any other person (such as an Investor) in the course of a Roadshow.

A Transaction can be cancelled at any point during the RFP process, a Contract has been awarded or even after the Roadshow Agreement has been signed. You acknowledge that it is the Client’s discretion and that we have no influence or responsibility over the completion of a Transaction.

On being selected or short-listed for a Roadshow, you will have direct access to the Client, and will have account responsibility for the Roadshow if your Proposal is successful. Accordingly, all decisions and activities relating to the work will be your responsibility, including all aspects of the roadshow (including but not restricted to client liaison, pitch preparation, marketing, investor engagement, scheduling, assisting with logistics and attending meetings as required by the introduced client), as well as retaining absolute discretion over setting your fees and recovering costs for each Roadshow.

The decision to appoint you will be at the sole discretion of the Client. We are not responsible for the delivery of the contracted roadshow, nor liable for any resulting fees owing as a result of a client engaging your services. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Website and/or Application.

In addition to the below, when using the Website, you agree to the following terms and conditions:

(a) To respond to an RFP in good faith and with full intention of been appropriately qualified and adequately resourced to meet Client’s requirements;

(b) Provide all necessary information required for Client to make an impartial and objective decision in regards to awarding the Contract;

(c) Respond to all enquiries from the Client in regards to an RFP in a timely manner;

(d) Provide all necessary information required for the Client prepare for the Roadshow in accordance with the Roadshow Agreement;

(e) Invoice the client appropriately as determined by the Roadshow Agreement; and

(f) Deliver to FUNDEXA  the fee agreed with Fundexa Corp  based on a portion of total Consultant fees earned from any Contracts awarded to your through the FUNDEXA  Website.

When using the Website, you agree not to:

(g) Circumvent or manipulate the fee structure or billing process agreed to in the Roadshow Agreement;

(h) Download or aggregate Client or Consultant information from the Website for the purpose of communicating or engaging with Consultants external to the Website other than in support of the Transaction;

(i) circumvent the Roadshow Transaction process for future roadshows with current and prospective Clients;

(j) Use information shared with you through the Website to engage directly in any activity deemed as being in competition with us;

Fees, Services and Taxes

The Website is free to use and register for both Clients and Consultants.

As at 1 Jan 2018, Consultants agree and acknowledge payment of the fees agreed between the Consultant and Fundexa Corp  as 10% of the total Consultant fees earned from each Contract awarded through the Website.

Fundexa Corp  retains the right to review and revise the fees and agrees to advise all Consultants registered on the platform with any material change to the quantum of fees in advance of making any changes.

Consultants will invoice Clients for any Roadshows agreed through the Website and Fundexa Corp  will in turn invoice Consultants on the commencement of each Roadshow. Fundexa Corp  retains the right to review and revise the fees process and agrees to advise all Consultants registered on the platform with any material change to the structure of the fees process in advance of making any changes.

Unless otherwise stated, all fees quoted are in Australian Dollars.

A Consultant is responsible for paying any taxes, including any goods and services or value added taxes resulting from Roadshows, which maybe applicable in their legal jurisdiction.

Fundexa Corp  is a company incorporated in Australia, all fees earned by us from Australian Consultants will be subject to a 10% Goods and Services Tax (GST) on all fees, which will be shown separately on all invoices.

Consultants and Clients are responsible for obtaining their own tax advice with regard to any transactions completed through the Website.

Refunds and Remedies

A Client is not entitled to a refund if they change their mind about the Roadshow service they asked for. For cancelled Contracts, and subject to the terms set out in the Roadshow Agreement, a Client maybe entitled to a refund for unconsumed Services. A Client may also be entitled to a refund if the Service has a major problem such as:

(a) A Consultant failing to disclose information that would have stopped the Client from awarding the Contract had they known about it;

(b) A Consultant disclosing that it is unable to deliver on the terms of Roadshow Agreement and FUNDEXA is not able to identify a suitable replacement within a reasonable time;

(c) A Consultant being deemed to have significantly deviated from the terms and conditions set out in the Roadshow Agreement.

  • In order for a Client to receive a refund under these circumstances, the dispute shall first be subject to a mediation process arranged through FUNDEXA, the costs of which are to be paid equally by both parties to the dispute.
  • Subject to the results of the mediation process, a Client maybe refunded.

You acknowledge and agree that we do not participate in the Transaction. You further acknowledge and agree that

(d) in the event that dispute arises between a Client and Consultant in relation to a Transaction, we are not under any obligation to become involved or otherwise participate in such a dispute except to facilitate the dispute mediation process as set out in the Roadshow Agreement; and

(e) You hereby release Fundexa Corp, its officers, employees and agents from claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way related to such disputes and/or the Service.

To the maximum extent permitted by law, in no event shall we be liable for any direct and indirect loss, damage or expense of every kind and nature arising out of or in any way related to such disputes and/or the Service, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

(f)  Furthermore, any liability on our part, or on the part of our officers, employees or agents for damages for or in respect of any claim arising out of or in connection with the relationship established by this agreement or any conduct under it, other than any liability which is totally excluded by paragraphs (d) and (e), as well as terms outlined under ‘2. The Service’ hereof, shall not in any event (and whether or not such liability results from or involves negligence) exceed one thousand Australian dollars (AUD$1000).

Mediation

(a) The parties shall endeavour to settle any dispute arising out of or relating to this agreement, including with regard to its existence, validity or termination, by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation.

(b) The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (the Guidelines).

(c) The terms of the Guidelines are hereby deemed incorporated into this agreement.

(d) This clause shall survive termination of this agreement.

Indemnification

You agree to indemnify, defend and hold harmless, Fundexa Corp, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys’ fees and court costs) which arise out of or relate to:

  1. any act or omission (including negligent acts or omissions) of the User in the performance or purported performance of any Service;
  2. any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  3. wilful misconduct or gross negligence in your performance of consulting services hereunder; or
  4. your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
  5. any activity which you engage on or through FUNDEXA.

This indemnity will survive termination of these Terms and Conditions.

Modification and Termination

You acknowledge and agree that

(a) We retain complete control over the Website and Applications and may alter, amend or cease the operation of the Website and/or Applications (or any part thereof) with or without notice at any time in our sole and absolute discretion; and

(b) The Website and/or Applications will not operate on a continuous basis, and may be unavailable from time to time (including, but not limited to, for maintenance purposes).

We are not liable to you or any third party for any modification, suspension or discontinuance of the Website and/or Applications. This and any other Agreement between you and us automatically terminates, if for any reason, we cease operate the Website and/or Applications.

You agree that we, our sole discretion, reserve the right (but not the obligation) to delete/deactivate your account, block your email or IP address, or otherwise terminate your access to or Use the Website and/or Applications (or any part thereof) immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if we believe that you have acted inconsistently with the Terms.

You agree that we are not to be liable to you or any third-party for any termination of your access to the Service. If you wish to terminate your User Account, you may simply discontinue using the Website and Applications. All provisions of these Terms which by their nature should survive termination, shall survive termination, including (but not limited to) ownership provisions, warranty disclaimers, indemnity and limitations of liability.

General

The Website and/or Applications may contain links to other websites. We do not endorse, sponsor or approve of any content available in any linked website. When you are using third party websites, you are bound by any documents that govern the use of those third party websites (i.e. terms of use and privacy policy).

If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. Our failure or delay in enforcing any provision of these Terms at any time does not waive its right to enforce the same or any other provision(s) in the future.

These Terms are governed by the laws of New South Wales, Australia, and each party submits to the jurisdiction of the Courts of New South Wales, Australia.