TERMS AND CONDITIONS

INTRODUCTION

Welcome to the Syndicate Solutions website available at: www.syndicatesolutions.biz (Site). This website is owned and operated by Syndicate Solutions Pty Ltd (ABN 44 007 967 571) (Syndicate Solutions) , directors, officers, employees, service providers, contractors and successors and assignees (collectively we or us or our).

These Services Terms and Conditions (Terms and Conditions) apply to every client who uses our website, information, documents, software and any other products and/or services that we provide (together referred to as “Services”). Please read these Terms and Conditions carefully. By using our Services you agree to comply with and be bound by these Terms and Conditions.

The terms “you” or “your” refers to the Site user, collectively referred to as “the Parties” or each a “Party”. Our Terms and Conditions and Privacy Policy govern the relationship between Syndicate Solutions Pty Ltd and you in connection with the use of our Site and Services. For our website terms of use please refer to the Terms of Use section.

In using our Services you warrant that you have had sufficient opportunity to access these Terms and Conditions and contact us, and that you have read, accepted and will comply with our Terms and Conditions, and that you are 18 years or older. If you do not agree to these Terms and Conditions, do not use our Site and/or Services.

DEFINITIONS

Confidential Information includes confidential information about your business, structure, programs, processes, methods, operating procedures, activities, products, services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, Intellectual Property, technology, and any other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”.

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

ADVICE AND REFERRAL SERVICES

Syndicate Solutions Pty Ltd does not provide advice. You agree that Syndicate Solutions is a referrer only, collecting information regarding your business and passing this on to potential Investors (Investors). You and the Investors agree that Syndicate Solutions does not in any way recommend investment to the Investors or warranty the accuracy of the information in any way whatsoever. You and the Investors agree that the information will be provided “as is” without warranty of any kind. You and the investors agree that Syndicate Solutions has not undertaken any due diligence to verify the accuracy of the information and its representations. In accepting our Services you agree that Syndicate Solutions shall have no liability to you for any loss or damage you may suffer or incur, as a result of the information referral. You further agree that in using our Services that Syndicate Solutions Pty Ltd is not providing any investment advice on your securities that may be issued as part of any negotiations with parties that we refer your information to. You agree that any fee charged for our Services is not related to any securities transactions that may result from negotiations with parties we refer your information to.

You acknowledge that any information we supply to you, by whatever means, including any assistance in the preparation of documentation, is not advice, but is information provided for informational purposes only, and that you are recommended to seek professional advice if you intend to use that information in any way whatsoever.

CANCELLATION BY US

Should we deem that you are using the Site in a manner that could damage our business or reputation, we reserve the right to exclude you from the Site and/or cancel your subscription and we are under no obligation to make any refund to you.

CANCELLATION POLICY

Syndicate Solutions does not automatically renew your subscription.

As a result no cancellation policy is required.

However, if you wish to have your information removed from our records, please contact us at enquiries@syndicatesolutions.biz.

CHARGES

By submitting your information (including any attached documentation) and accepting these Terms and Conditions as part of your submission and transacting the charges that we have applied to the submission, you have agreed to the charges that we have made to supply you with our Service.

All transactions conducted on the site will appear on your credit card or PayPal statement as “Syndicate Solutions”.

Syndicate Solutions does not store your credit card details on our server(s). All credit card transactions are protected by SSL encryption as depicted by the locked icon in your browser window.

We provide no warranty or guarantee in relation to the credit card or PayPal services on the Site, except as provided for above. We provide no warranty or guarantee whatsoever in relation to the credit card or PayPal services that occur in relation to our transactions outside our Site.

All credit card transactions are processed in United States Dollars (USD). Currency conversions are completed by your card issuer. We advise you to check with your financial institution for any fees that may apply to international transactions and any currency conversions that occur in relation to our transactions. We accept no liability for any loss or damage resulting from charges in relation to international transactions or currency conversions in relation to the transactions on the Site.

COMMUNICATIONS

We are not under any obligation to monitor or respond to any communications in relation to the Site or the Services, but we have the right to check, investigate and respond to any such communications. We reserve the right to revoke your ability to communicate via the Site or to us and/or to use our Services immediately at any time and for any reason.

You acknowledge that we will not communicate with you in relation to your submission or application except to:

  1. notify you of receipt of the submission or application;
  2. request any further information or documentation in relation to the submission;
  3. notify you of interest from third parties;
  4. aid in the preparation of documentation, should that be part of the Service.

Specifically, you acknowledge that we are under no obligation to represent you in dealings with investors, or to promote you to investors, or to act as a communicator between you and investors, beyond providing your information to investors in the manner described on the Site and in the submission or application.

We do not endorse the content of any information on the Site and remind you that it is for informational purposes only and should not be relied upon, and encourage you to seek professional advice in relation to its use.

COPYRIGHT AND INTELLECTUAL PROPERTY

This Site is copyright to Syndicate Solutions Pty Ltd and Syndicate Solutions reserves all rights in relation to the Site, the information contained therein and the intellectual property represented.

You are specifically prohibited from copying any of the Site’s content or replicating any of the commercial models presented on the Site and Syndicate Solutions Pty Ltd reserves all rights in relation to these matters.

DELIVERY

Due to the nature of the industry in which the Services are provided, no guarantee can be given as to the timeframe on full delivery of Service.

EMAIL

You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with any electronic transmission between you and us, for any delay or non-delivery of any electronic transmission between you and us and for any damage caused to your system or any files by a transfer.

EXPORT AND IMPORT RESTRICTIONS

There are no export or import restrictions in relation to our Services.

GST OR SIMILAR

If and when applicable, GST or similar will be included in any charge to you for our Services. By accepting these Terms and Conditions you agree to our inclusion of GST or similar in our charges to you for our Services.

GUARANTEE

Syndicate Solutions Pty Ltd guarantees to provide the Services as they are stated on the Site.

Syndicate Solutions Pty Ltd expressly denies any guarantees, real or implied, that are not stated on the Site.

Syndicate Solutions Pty Ltd expressly provides no guarantees:

  1. that your submission will be of interest to any potential investor; or
  2. that your submission will result in an investment from any potential investor; or
  3. that your submission will result in communications with any potential investor; or
  4. that your submission will result in any actions on the part of any potential investor; or
  5. that your submission will result in any material change to your business, venture, project or otherwise.

INDEMNITY

You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

  1. any information you supply that is not accurate, up to date or complete or is misleading or a misrepresentation;
  2. any breach of these Terms and Conditions; and
  3. any misuse of the Services;

by you, your employees, contractors or agents.

You agree to cooperate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect or misleading information you have given us.

Syndicate Solutions Pty Ltd expressly provides no indemnity:

  1. that your submission will be of interest to any potential investor; or
  2. that your submission will result in an investment from any potential investor; or
  3. that your submission will result in communications with any potential investor; or
  4. that your submission will result in any actions on the part of any potential investor; or
  5. that your submission will result in any material change to your business, venture, project or otherwise.

The obligations under this clause will survive termination of these Terms and Conditions.

INTELLECTUAL PROPERTY

By using this Site and submitting your information to us that may include Intellectual Property in order for us to provide our Services, you:

  1. warrant that you have all necessary rights to provide the information and intellectual property to us; and
  2. grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide right to pass this information and intellectual property on to third parties in provision of our Services to you; and
  3. expressly recognise that we are not liable in any way whatsoever for third party use of that information and intellectual property; and
  4. consent to any act or omission which would otherwise constitute an infringement of your Moral Rights; and
  5. agree that your consent to us using the information and intellectual property to provide you with our Service is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false and misleading statement.

INVESTORS

Syndicate Solutions only refers to Wholesale Investors as defined under the Corporations Act 2001 (Cth) or to registered investment funds.

By using this site and submitting your information you agree to Syndicate Solutions Pty Ltd or its representatives either making this information available to third parties for review, or passing this information on directly to third parties for review.

Investors using our Services agree that Syndicate Solutions is not providing any investment advice on securities that may be issued as part of any negotiations with parties whose information we make available to the Investors.

JURISDICTION AND GOVERNING LAW

Syndicate Solutions Pty Ltd and the Site comply with Australian Consumer Law and both are governed by the laws of the State of South Australia. By using the Site you agree to be bound by the laws of the State of South Australia.

These Terms and Conditions are governed and construed in accordance with the laws of South Australia. We and the Parties irrevocably and unconditionally submit to the exclusive jurisdiction of South Australia.

LIMITATION OF LIABILITY

This clause will survive termination of these Terms and Conditions.

Syndicate Solutions Pty Ltd and its directors, officers, employees, service providers and contractors are not liable in contract, tort, warranty, strict liability, any other legal theory or otherwise to you for any loss or damage suffered, of whatsoever nature, howsoever arising, including indirect and consequential loss, in respect of any matter relating to your use of this Site or its Services.

The information, including statements, opinions, documents and materials contained in this Site (information) is for general information purposes only. The Information does not take into account your specific needs, objectives or circumstance and does not constitute advice or services. Any reliance you place on the Information, and any use of the Services or documents on the Site is at your own risk. If you are not satisfied with any part of the Site, our Services or these Terms and Conditions you should cease using the Site and the Services.

You acknowledge that the Information and documents may contain mistakes, inaccuracies and errors. Syndicate Solutions Pty Ltd expressly excludes any liability for such mistakes, inaccuracies and errors to the fullest extent permissible by law. You should carefully review the Information to ensure that it does not contain any mistakes, inaccuracies or errors and is appropriate to your circumstances. We recommend that you obtain professional advice if you are unsure whether the Information or Services are appropriate to your circumstances.

It is your responsibility to ensure that the Information and/or Services meet your specific requirements. Before acting on the Information or using the Services we recommend that you consider whether it is appropriate for your circumstances, carry out your own research and seek professional advice where necessary. The Information on the Site and the Services provided must not be relied upon for your decision making and you should seek professional advice where necessary in relation to this.

Syndicate Solutions and the Site do not provide any representation, warranty, indemnity or guarantee as to the performance, accuracy, timeliness, completeness or suitability of the Information or the Services for any particular purpose. We give no warranty, indemnity or guarantee that the Site or any documents are free of viruses.

The laws in each jurisdiction vary and are updated from time to time. We make no warranty or representation that the Site or the Information is suitable for any particular jurisdiction or that they are in line with relevant laws in any particular jurisdiction or are up to date in regards to any particular jurisdiction.

We give no warranty, indemnity, representation or guarantee in relation to any losses or charges resulting from transactions on the Site involving currency conversions or transactions on the Site involving different currencies.

Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms and Conditions. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights. Except for your Statutory Rights, all material, work, Information and Services are provided to you without warranties of any kind, either express or implied and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

If you are a consumer as defined in the ACL the following applies to you: We guarantee that the Services that we supply to you are rendered with due care and skill, are fit for the purpose that we advertise, will be supplied within a reasonable time; or that you are acquiring the Services for a result which you wish the Services to achieve.

Where the provision of Services depends on your information or response, and there is a delay in your response or you supply incomplete or incorrect information, then we have no liability in relation to any delays caused by you or the need to rectify the information you have supplied.

To the extent permitted by law we exclude all express or implied representations, conditions, guarantees, warranties and terms relating to the Information, Services and these Terms and Conditions except as set out in these Terms and Conditions. To the maximum extent permitted by law, we are not and will not be liable or responsible for any expenses, losses, costs or damages (whether direct or indirect) caused to or incurred by any user of the Information, Site or Services, including damages for loss of use and/or loss of data, arising out of the performance of the Site and/or Services and/or use of the Information.

Notwithstanding the above in the setting we are liable for any loss or damage then such liability will be limited to either our re-supplying the Services to you, or at our option refunding to you the amount paid by you to us for the Services for which we are liable.

MODIFICATIONS

We reserve the right to amend in any way we see fit the Site, the Services offered, the Information, documents and the Terms and Conditions under which the Services are offered, including but not limited to the costs associated with the use of the Site, our Services and our refund policy, without notice to you.

You agree that by continuing to use the Site and our Services after the date of any amendment to the Site, Services offered, the Information, documents and/or the Terms and Conditions under with the Services are offered, that you are agreeing to the relevant amendments.

PERSONAL AND CONFIDENTIAL INFORMATION

You consent to us providing information, including personal information and confidential information to our related bodies corporate, our service providers, agents, contractors and third parties (some of whom may be in a different country to you) who are involved in us providing our Services to you.

We and you, including employees and contractors, agree not to disclose personal and confidential information except in providing our Services to you.

PRIVACY

Our Privacy Policy sets out the manner in which we treat your personal information and is available on request from enquiries@syndicatesolutions.biz.

Syndicate Solutions Pty Ltd takes your privacy seriously. When submitting your information you agree to Syndicate Solutions Pty Ltd using this information to provide its Services to you, including passing that information on to third parties, some of which may be in a different country to you.

PUBLICITY

You consent to us advertising or publically announcing that we have undertaken work for you.

REFUND CONDITIONS

Syndicate Solutions provides a refund (less transaction and currency conversion charges) for online services where the service was not as advertised on the Site, and if a valid request for a refund based on the service in relation to the transaction being not as advertised on the Site is made within 30 days of the transaction.

Syndicate Solutions will provide a full refund (less transaction and currency conversion charges) if a request to cancel a transaction is made within 14 days of the transaction.

You acknowledge that Syndicate Solutions will not commence work on your submission or application until the initial 14 days has elapsed and that if you elect to cancel your transaction during this time that this will also result in cancellation of the service that related to the transaction.

To request a refund, contact us at enquiries@syndicatesolutions.biz.

Apart from requests in relation to a service not being as advertised on the Site, no requests for a refund will be considered if made longer than 14 days following a payment.

Approved refunds will be processed within 28 days of the approval by us.

RELATIONSHIPS

Syndicate Solutions operates and Site and owns the documents, software and intellectual property which can be accessed through the Site. By accessing the Site, purchasing documents on it or using any of our Services, you are entering into a commercial agreement only with Syndicate Solutions Pty Ltd.

These Terms and Conditions and your use of the Site and our Services are not intended to create a relationship other than a commercial relationship between you and us, including but not limited to a relationship of partnership, joint venture, investment or employer-employee.

RESTRICTED USE

You agree not to:

  1. Use the Site or Services for unauthorised or unlawful purposes (unauthorised use of the Site and any of our Services may be a criminal offence and/or give rise to a claim for damages);
  2. Re-sell or attempt to benefit in a commercial fashion from any of the content available on the Site;
  3. Introduce any form of malicious software into the Site or Services;

You are not permitted to copy, reproduce, transmit electronically or otherwise use the Site in whole or in part, whether in original form or amended in any way.

RESTRICTING ACCESS

We reserve the right to restrict or terminate your access to our Site and any of our Services at any time without notice.

SEVERANCE

If any clause or provision (or part thereof) of these Terms and Conditions is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a clause or provision (or part thereof) of these Terms and Conditions cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the clause or provision (or part thereof) will be severed from these Terms and Conditions in relation to the jurisdiction in which it is unenforceable or invalid, but will remain intact in relation to all other jurisdictions, and the remaining clauses and provisions (and the remaining parts thereof) of the Terms and Conditions will remain valid and enforceable in all jurisdictions.

TERMS OF USE

In using our website you agree to comply with and be bound by these Terms and Conditions. For detailed information on aspects of the website you should refer to the relevant section in these Terms and Conditions.

Use of our website is affected by factors outside our control, including the software on our computer and network conditions and as a result we provide no warranty as to the performance of the website and by using our website you agree that we have no liability whatsoever for any losses or damages incurred by you in relation to use of the website. If you do not agree with these terms do not use our website.

WARRANTY

Syndicate Solutions Pty Ltd does not provide a warranty in relation to its Services.

Syndicate Solutions Pty Ltd expressly provides no warranties:

  1. that your submission will be of interest to any potential investor; or
  2. that your submission will result in an investment from any potential investor; or
  3. that your submission will result in communications with any potential investor; or
  4. that your submission will result in any actions on the part of any potential investor; or
  5. that your submission will result in any material change to your business, venture, project or otherwise.

ENTIRE AGREEMENT

These Terms and Conditions make up the entire agreement between you, us and the Site and supersede any other agreement, understanding or arrangement between you, us and the Site, whether oral or in writing.

FOR QUESTIONS AND NOTICES CONTACT US AT

enquiries@syndicatesolutions.biz

LAST UPDATE:    12 December 2011

© Syndicate Solutions Pty Ltd 2011