- Term conditions

Terms and Conditions

General

1. The SpringCapital Investment Pty Ltd ACN 626 777 053 (“SpringCapital”, “we”, “us” or “our”) General Terms and Conditions set out below (the “Terms and Conditions”) apply to dealings between you as the investor (“you”) including use of our website located at www.springcapital.com.au (“the Website”), the SpringCapital Investment Platform (“SCIP”) and any investment made available to you by us on the SCIP by way of you holding an interest in a specified unit trust (“Fund”).
2. You acknowledge that you have read and understood these Terms and Conditions and that you will be bound by them, before accessing the Website or applying to subscribe to a Fund. The terms "SpringCapital", "we", "us" or "our" also refer to SpringCapital Nominees Pty Limited (ACN 619 036 663), or SpringCapital Club Pty Ltd (ACN 627 763 526) when it is acting as the trustee of a trust (a “SpringCapital Fund”), either collectively or individually, as the context requires.
3. We may, from time to time, amend the Terms and Conditions, subject as to content and period of notice, to the terms of the relevant unfair contract terms legislation. Any amendments will be posted on the Website and will take effect immediately after such posting, subject to the terms of the unfair contract terms legislation. If you do not agree to any amendments to the Terms and Conditions, you must not continue to access the Website, use the SCIP or invest in a Fund.
4. You agree we may modify or disable the Website or the SCIP in part or in whole temporarily or permanently at any time, if necessary in the circumstances, and you agree that while we will attempt to give you with prior notice of such actions you further agree that in the event of not doing so, we are not liable to you for any consequent loss or damage.
5. We may transfer our obligations under these Terms and Conditions provided that the transferee undertakes to perform all of our obligations.

Investment and the SCIP

6. You acknowledge that we will only make the SCIP and investment in a Fund available to eligible and successful applicants.
7. Your investment in any Fund on the SCIP is subject to certain conditions (the “Fund Conditions”), being:

• these Terms and Conditions;
• the term sheet for each Fund (“Term Sheet”) which you agree to review for details of unit pricing and fees;
• the application form or other subscription document as applicable for the relevant Fund (the “Subscription Documents”); and
• the trust deed for the relevant Fund (the “Trust Deed”).

8. The trustee of the relevant SpringCapital Fund (the “Trustee”) will issue units in the Fund once:

• you agree to the Subscription Documents;
• we have received cleared funds into an account nominated by us; and
• the Trustee in its discretion accepts your offer to invest.

9. In the event the Trustee rejects an offer by you to invest, your application monies will be returned to you without interest.
10. Once you have invested the Trustee will provide you an electronic confirmation of your units and price paid. Your receipt of that confirmation signifies that that you agree to be bound by the Fund Conditions and that you will meet all your obligations in those documents on time.
11. If there is any inconsistency between the provisions of the Term Sheet, the Trust Deed and these Terms and Conditions, unless otherwise stated in the Term Sheet the Trust Deed will prevail to the extent of the inconsistency.
12. By investing in a SpringCapital Fund on the SCIP, you agree and acknowledge that:

• you will only obtain exposure to the investments held by the relevant Fund;
• SpringCapital or its associates may act in the acquisition and disposal of any asset held by a SpringCapital Fund on behalf of other persons and authorise SpringCapital to deal with any asset and any other funds it manages as an undivided whole, to the extent necessary for the efficient management or administration of the asset, subject to the Trustee maintaining systems and records that distinguish the asset from the property of any other person;
• SpringCapital and any of its related parties and affiliates may issue, buy, sell and otherwise deal in assets of a SpringCapital Fund as Trustee or on its own behalf, and may be paid commissions or other payments in respect of such assets. Such dealings may affect the value of the asset that underlies the relevant SpringCapital Fund;
• SpringCapital may have a conflict of interest in these circumstances and accept that SpringCapital will avoid conflicts where possible and will otherwise manage them appropriately as required by law;
• your investment is not being made with funds that are the proceeds of crime, money laundering or any other fraudulent or criminal activity;
• SpringCapital reserves the right to reject your application for the SCIP or any investment in a Fund in our sole and unfettered discretion and without cause or reason;
• you agree you will pay all amounts due in relation to any investment in a Fund (including any fees if applicable) by the due date by BPAY, direct credit or direct debit;
• you are a Wholesale Client (as defined in the Corporations Act 2001 (Cth)); you and any co-beneficiary of yours in a private trust are not a politically exposed person;
• an investment in a SpringCapital Fund is speculative with substantial risk including potential loss of all invested capital and an obligation to pay any uncalled capital commitments for any partly paid units you hold in that SpringCapital Fund.

13. Redemptions from a SpringCapital Fund may not be permitted under the Fund Conditions and there may be no established secondary market for units in a particular SpringCapital Fund.
14. By investing in a SpringCapital Fund on the SCIP, you agree and acknowledge that:

• you will only obtain exposure to the investments held by the relevant SpringCapital Fund;
• SpringCapital or its related parties or associates may act in the acquisition and disposal of any asset held by a SpringCapital Fund on behalf of other persons and authorise SpringCapital to deal with any asset and any other funds it manages as an undivided whole, to the extent necessary for the efficient management or administration of the asset, subject to the relevant Trustee maintaining systems and records that distinguish the asset from the property of any other person;
• SpringCapital and any of its related parties and associates may issue, buy, sell and otherwise deal in assets of a SpringCapital Fund as Trustee or on its own behalf, and may be paid commissions, fees or other payments in respect of such assets and that such dealings may affect the value of the asset that underlies the relevant SpringCapital Fund;
• SpringCapital may have a conflict of interest in these circumstances and you also acknowledge that SpringCapital will avoid such conflicts where possible and will otherwise manage them appropriately as required by law;
• your investment is not being made with funds that are the proceeds of crime, money laundering or any other fraudulent or illegal activity;
• you have relied in every respect on your own independent investigation, enquiries and appraisals in deciding to invest and you have had the opportunity to obtain independent financial, taxation, legal, and investment professional advice;
• neither SpringCapital nor any of its officers, directors, advisers, associates, employees, contractors or related parties (each an “Affiliate”) have provided any financial product advice, general or personal, in connection with any SpringCapital Fund or made any representations or warranties in connection with a SpringCapital Fund or the performance of a SpringCapital Fund (or any investment made by a Fund) other than those that might be contained in the Fund Conditions, if any;
• you have not relied or acted on the contents of any representation, investor presentation, statement, warranty, promise, undertaking, agreement or other information, whether made expressly or implied, by an Affiliate or purported to have been given on behalf of the Trustee or operator of any SpringCapital Fund (“Operator”), except as expressly set out in the Fund Conditions, if at all;
• no person has been authorised by SpringCapital or the Operator to provide any such representations or other information;
• if you are required to make provide a contribution of capital after the Issue Date as set out in Term Sheet that contribution is determined at the absolute discretion of the Trustee and is required under the Fund Conditions; and
• if you fail to pay contributions of calls when determined and required by the Trustee, interest on the unpaid instalment will be charged to you and your units may be forfeited in which case monies paid up previously by you may be entirely forfeited in accordance with the Fund .

General Information only provided

15. You acknowledge that the Website and the SCIP have been prepared by SpringCapital for promotional purposes only and they are not an offer to sell, or an invitation to buy a financial product, or otherwise a recommendation to deal in a financial product and accordingly that they are not a source of financial product advice.
16. You acknowledge that all reasonable efforts have been made to ensure that the information and content contained in the Website is accurate and up to date and that SpringCapital has no liability to you in relation to any reliance by you on any information displayed or depicted on the Website.
17. You agree and warrant that you or any of your associates or related parties will not violate, attempt or procure or induce another person to violate the security of the Website nor undertake any unauthorised or illegal behaviour in relation to operation of the website and you agree to indemnify us for any loss or damage that we may incur as a result of your involvement in any such behaviour.
18. Neither SpringCapital nor its Affiliates are liable to you or any third party for any direct or indirect loss or damage incurred by you or the third party arising from any information provided on the Website or any misuse of information on the Website.
19. You agree to maintain the confidentiality of any password you use to access the Website and to inform SpringCapital if there is any unauthorised use of your access to the Website or if there is any other breach of security.

Intellectual Property

20. The Website and all content on it of any form are the property of SpringCapital or its third party suppliers or licensors.
21. Subject to these Terms and Conditions and operation of applicable law we provide you with a non-transferable and non-exclusive licence to access and download content from the Website or from any other source that we might make available to you from time to time.
22. You agree not to do anything that breaches our intellectual property rights, including but not limited to, not distributing content the property of SpringCapital without the prior written consent of SpringCapital.

Privacy

23. You agree and acknowledge that you have read and understood the Spring Capital Privacy Policy and that you have provided to us current and complete information about yourself or, if you are acting on behalf of a body corporate, that you are authorised to provide information on behalf of that body corporate, and that that information is current and complete.

Anti-Money Laundering

24. The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act) requires us to identify and verify the identity of investors in the Funds.
25. Therefore we need to collect certain information including and documentation from you failing which we will not be in a position to consider your application, and you agree and acknowledge that we are not liable to you as a result of any loss of opportunity, or any other loss you may incur as a result of your failing to provide us with required information.
26. You acknowledge that we may be required to collect further information from you in accordance with our customer due diligence obligations under the AML/CTF Act, and that at all times we may be required to take certain disclosure and document retention and copying in order to comply with our obligations under the AML/CTF Act.

Further General Agreement

27. In making application under these Terms and Conditions and investing in a Fund you:

• warrant that you have read and understood these Terms and Conditions, the Term Sheet, the Trust Deed for the Fund, and the Fund Conditions;
• agree to receive all documents and information from us through electronic communications, that you cannot opt out of electronic notifications by us of information about the SCIP, and that you will notify us of any matter by email;
• agree that you will execute transactions with us through the Website or otherwise electronically or in a form otherwise notified by us;
• agree that the Trust Deed will prevail in the event of any inconsistency between it and these Terms and Conditions;
• agree and confirm that a person who you have notified to us as being authorised to operate your account can provide to us on your behalf binding instructions that we can rely on;
• agree that we may pay referral fees to any person in connection with your investment in a Fund, consistent with the relevant provisions of the Corporations Act 2001 (Cth);
• agree to review promptly (and in any case within 1 business day of receipt) any transaction confirmations sent to you and advise us in writing, electronically of any errors; and
• agree that we have not provided any warranty or promise that your investment will be successful, and that you understand and accept the risks that may be part of any investment.

Disclaimer of Liability

28. You agree that that we do not undertake to provide access to the Website wholly secure and free of disruption, and that subject to any relevant statutory law we have no liability to you as a result of any loss or damage caused to you by any such disruption.
29. You further agree that SpringCapital does not accept liability for any lack of completeness of, or accuracy of, the information contained on the Website, nor for any errors or omissions in the Website content.
30. Generally, to the extent allowed by statutory law (including where applicable the Australian Consumer Law or the Australian Securities and Investments Commission Act 2001 (Cth)) we exclude liability to you for any loss or damage claimed by you arising out of your use of, or lack of access to, the Website.
31. You indemnify SpringCapital and its Affiliates for any loss or damage suffered by any of them as a result of your breach of these Terms and Conditions or any misuse of Website content.

Governing Law

32. These Terms and Conditions are governed by the law of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.