Terms and Conditions

Member Term and Conditions

These Terms and Conditions apply to Members who apply and are granted access to the Chatham Capital Exchange website (Website) and the Chatham application (App) (together, the Site), owned and operated by Chatham Capital Exchange (ABN 59 507 342 067).

The Site is designed to assist a Member either;

1. Offer an opportunity to other Members to invest in unlisted businesses and / or investment schemes (including property, equities and other equity classes), or

2. Invest in unlisted businesses and / or investment schemes (including property, equities and other asset classes).

By using either the Website or the App, You (the Member), agree to be bound by these terms and conditions (Terms and Conditions). You also acknowledge that Chatham Capital Exchange (Chatham Capital, We, Us, Our) have provided you with our Privacy Policy.We have the right to update these Terms and Conditions from time to time. You should regularly review the Site to familiarise yourself with our updated Terms and Conditions.

1 Important disclaimer

1.1 We provide information on our Site about investment opportunities offered by individuals, financial institutions, businesses and other organisations.

a) Chatham Capital Exchange Pty Ltd (Chatham) is primarily a platform for wholesale, sophisticated and professional investors to directly invest private equity.

Chatham provides a business introduction service in accordance with ASIC Class Order 02/273 (Class Order) which provides an exemption to the disclosure requirements under section 708 of the Corporations Act (Cth) 2001 (Act).

Subscribers to our website,com.au (Website), may come across opportunities in which they would like to invest, however, they may not be considered a ‘Sophisticated’ or ‘Professional’ investor within the meaning of the Act and they would therefore (without the Class Order) be subject to the disclosure requirements of the Act.

The Class Order provides these potential investors and share issuers/sellers with the framework in which they are able to raise private equity without complying with the disclosure requirements under the Act.

We confirm that:

A) we may receive an agreed upon fee for providing the business introduction service; and

B) neither the Website nor Chatham is endorsed or approved by ASIC.

1.2 We wish to make you aware:

1.2.1. Investment in new business carries high risks. It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice;

1.2.2. The information contained in our Website has been prepared by or on behalf of the person who is proposing to issue or sell the securities or scheme interests and neither Chatham nor the publisher (if any) has undertaken an independent review of the information contained in our Website;

1.2.3. The information contained in our Website about the proposed business opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, product disclosure statement or any other notice that may be required under the Act, as the Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports;

1.2.4. Prospective investors should be aware that no established market exists for the trading of any securities or scheme interests that may be offered; and

1.2.5. The Website is subject to this Class Order.

1.3 While we have made every effort to ensure that all such information is correct and complete, we have relied on information provided to us by the Member. We take no responsibility and do not make any representations, either express or implied, as to the quality, accuracy, reliability or credibility of information or material provided or linked on the Site by the Providers or the tools (or any calculation) or tables on the Site.

1.4 The information contained in the Site and any results provided to you are not personal advice or an endorsement or recommendation of any Products by us. We are:

(a) not suggesting that you invest in a particular business or opportunity or accept a particular Investor Response (see section 4 below) from a particular Member;

(b) not making a recommendation as to the suitability of an opportunity for your purposes; or

(c) not trying to assist you to apply for a particular opportunity with a Member,

(d) able to provide additional facilitation services for premium listings however these services are also provided within the confines of section 1.3.

1.5 We recommend that you evaluate your own individual needs, objectives and situation and seek independent professional advice before acting upon any information provided or linked on the Site or accepting or making an Offer. Please ensure you check any information, including specific requirements quoted by a Member, if you intend to rely on them.

1.6 The Site may contain links to other websites or advertising by external third parties. Those links or advertising are not an endorsement or recommendation of any material on those linked websites or any third party products and services offered by, from or through those sites.

2 Use of the App

2.1 Subject to these Terms and Conditions, we may grant you a non-transferable, non-exclusive, royalty-free, license to install one copy of the App, solely on your handheld mobile device and solely for your individual use for the purpose of receiving our Services, when and if an App is available for use.

2.2 We own and remain, at all times, the owner of the App. You must not otherwise copy, transmit, distribute, reproduce (for compensation or otherwise), licence, alter, adapt, reverse engineer or modify the whole or any part of the App in any way.

2.3 You acknowledge that rights in the App are not sold to you, and that you have no rights in, or to, the App or the technology used or supported by the App other than the right to use each of them in accordance with these Terms and Conditions.

2.4 You must:

(a) not remove or tamper with any copyright notice attached to or contained in the App;

(b) not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App or any operating system;

(c) not use the App in any way that could damage, disable, overburden, impair or compromise the App, our systems or security or interfere with other users; and

(d) comply with any applicable law and regulation relating to downloading, using or otherwise exporting the technology used or supported by the App, which may include but is not limited to not using the App in a country where the use of the App is unlawful.

3 Submitting an Investor Request

3.1 If you are acting on behalf of a corporation /partnership, by signing this Agreement you confirm you have the authorisation of the relevant officers of the corporation that you act on their behalf. By doing so, you warrant that:

(a) you are at least 18 years of age;

(b) all information provided by you is correct;

(c) you are eligible to register and use the Site and have the right, power and ability to enter into and comply with these Terms and Conditions;

(d) you will be solely responsible for the activity that occurs while you use the Site;

(e) you will not impersonate any other person or use another person’s registration details without their permission; and

(f) you will not harass or interfere with another user’s use and enjoyment of the Site.

3.2 When a Member submits an Investor Request you are asking the Offering Member to provide an indicative response. We retain the information contained in that Investor Request and may transmit the Investor Request, or part of the Investor Request to the Offering Member.

4 Chatham Capital Exchange and Member responsibilities regarding an Investor Request

4.1 By submitting an Investor Request you consent to us using the information contained in that Investor Request to provide you with the Services, including the disclosure of that information to the Member and other relevant third party service providers.

4.2 If you are the Offering Member, Chatham Capital Exchange will advise you that an Investor Request has been received. The Offering Member has the right to view the details contained in the Investor Request and decide whether they wish to disclose the specific details of their Offer to the Investor.

4.3 If the Offering Member approves disclosure of their investment details, Chatham Capital Exchange will facilitate the introduction of the Investing Member and Offering Member in a timely manner.

5 Member obligations when entering into a Transaction Agreement

5.1 When a Member signs a Transaction Agreement relating to a specific investment opportunity, relevant Members will subsequently deal directly with that Member and not with Chatham Capital Exchange.

5.2 The Offering Member will contact the Investing Member using the contact details provided, usually within 5 Business Days.

5.3 Member’s are:

(a) not our employee(s), contractors or agent(s), and we will have no liability to you in relation your dealings with the Member including any advice or recommendations they may make; and

(b) entirely responsible for their Investor Responses and all offers made available and offered through the Site. You should refer to any applicable terms and conditions provided by the Member in connection with the Response.

5.4 The Investing Member will make all arrangements in relation to the information required from the Offering Member and the Investing Member will be responsible for any and all fees and charges (if any) payable to the Offering Member or in relation to their Products.

5.5 Any dispute between the Investing Member and the Offering Member must be resolved by the relevant Members. We are under no obligation to resolve or assist you in resolving a dispute with another Member.

5.6 You must ensure that any information provided is complete, accurate and not misleading.

5.7 The Site is made available by to you only for personal or non-commercial use in obtaining the Services. You must not use the Site:

(a) for commercial purposes (including for competitive advantage or to the competitive disadvantage of us);

(b) in any manner that is inconsistent with the purpose for which the Site is provided;

(c) in any manner which is in breach of any laws; or

(d) in any other way which is not expressly permitted by these Terms and Conditions.

5.8 Without limiting the above, you will not and will not permit a third party to:

(a) use or access the Site or its content in a way that infringes the intellectual property rights or other rights of any person;

(b) copy or disclose to any person, any content other than as expressly permitted by these Terms and Conditions;

(c) use any method or process (including data scraping, collection or accumulation tool, robot, spider or scripted responses) for the purpose of obtaining, processing, copying, replicating, distributing, reconfiguring, republishing, viewing, assessing, analysing, modifying or repackaging the content;

(d) use any method or process to consolidate or combine the content with any other content, data, information, images or material;

(e) reverse engineer, disassemble or otherwise attempt to construct or identify the Site’s source code, formulas or processes;

(f) use, access or retain any content in any manner or form whatsoever, unless expressly permitted by these Terms and Conditions;

(g) use, obtain or attempt to obtain from this Site, information in order to identify or discover pricing, underwriting, rating and related business methodology or systems;

(h) do anything which will or may damage, disrupt access to or interfere with the proper operation of the Site;

(i) do anything which will or may place an unreasonable load on the infrastructure of Site; and

(j) transmit any material which contains viruses or other computer codes designed to interrupt, limit or destroy the efficient operation of this website, its software or hardware.

6 Chatham Capital Exchange’s rights to terminate or suspend access to the Site

6.1 We may restrict your access to the Site for any period of time necessary if:

(a) we need to conduct an investigation or resolve any pending dispute related to your access to the Site; or

(b) necessary to comply with any applicable law or court order, or if requested by law enforcement or governmental entity. You will be notified of such restricted access unless we are legally prevented from notifying you.

6.2 We reserve the right to cancel, suspend, discontinue or terminate your access to the Site if you:

(a) breach these Terms and Conditions;

(b) breach any of our policies;

(c) pose an unacceptable credit or fraud risk;

(d) provide any false, incomplete, inaccurate, or misleading information; or

(e) suffer from death or bankruptcy.

6.3 If your access to the site is suspended, they may be renewed once we form the view that the reason for the suspension has been suitably remedied.

6.4 If your access to the Site is cancelled, discontinued, suspended or terminated, you acknowledge that:

(a) you will release and forever discharge us and any of our officers, employees, servants, agents, contractors, related bodies corporate and assigns (Personnel) from all claims that you may have against us or our Personnel for any cancellation, discontinuation suspension or termination of your access to the Site; and

(b) you will not bring a claim against us or any of our Personnel for any cancellation, discontinuation suspension or termination of your access to the Site.

7 Personal Information

7.1 We take all reasonable steps to protect the information in our systems from misuse, interference, loss, and any unauthorised access, modification or disclosure.

7.2 You understand that any message or information you send using the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

7.3 All content and services on or available through the Site are provided on an ‘as is’ basis and we do not make any representation or give any warranty or guarantee in respect of the App or its content.

7.4 You agree that by using the Site, you will be solely responsible for ensuring the security of access to the Site by third parties.

8 Intellectual Property

8.1 All copyright, trade marks and all other intellectual property rights in the Site and its content included in the Site and all software and source codes connected with the Site (Intellectual Property) is owned by Us or its related companies.

8.2 Any use of the Intellectual Property without our express permission is prohibited.

8.3 Trade marks and other rights used under license by us (for example, in advertising Third Party Products) are used with permission and are owned by the relevant third party.

9 Indemnity

9.1 You agree to indemnify and keep indemnified us against all claims, obligations, liabilities, expenses, losses, damages and costs that we may sustain or incur as a result, whether directly or indirectly, of any breach of these Terms and Conditions or use of the Site by you.

10 Fees

10.1 Chatham Capital Exchange receive payment of Listing, Enquiry and Transaction fees at the rates specified below from the Offering Member for listing an Investment opportunity and facilitating the transaction process;

10.1.1 Following successful completion of the due diligence process, a Listing Fee of $500* is charged to the Offeror. Chatham Capital Exchange does not charge a Listing Fee if an Opportunity is not approved for listing.

10.1.2 For Capital (Equity, Debt or variation of) Transactions, a fee of $500* is payable when Chatham Capital Exchange receives and forwards an investment enquiry that fits the Offerors criteria.

10.1.3 Capital (Equity, Debt or variation of) Transactions – Standard Listing

Deal Value* (excluding GST) Transaction Fees (excluding GST)

$0 up to $2,000,000 1.0% or minimum of $5,000

$2,000,001 up to $5,000,000 0.7% or minimum of $20,000

Over $5,000,001 0.5% or minimum of $35,000

* All values are in AUD and exclude GST

A Capital Transaction is one that results in a transfer of shareholder equity or debt regardless of whether that permits the incoming shareholder to any voting entitlement. Capital (Equity, Debt or variation of) Transactions – Active Listing

Deal Value* (excluding GST) Transaction Fees (excluding GST)

$0 up to $2,000,000 Minimum of $8,000

$2,000,001 up to $5,000,000 0.9% or minimum of $25,000

Over $5,000,001 0.7% or minimum of $40,000

10.1.4 Fund Transactions (Investments) Fee Schedule

In addition to the $500* Listing Fee, Offerors of Fund Investment Opportunities are charged in accordance with the following schedule;

(a) $1,500 or 1.0% of funds invested, whichever is the greatest, for each new investment, and;

(b) 0.25% of funds subsequently rolled over in any 12 month period; and

(c) 1.0% of additional funds invested by existing clients in any annual period.

A Fund Transaction is one where the investor is investing money in either an equity fund, property fund or some similar fund. The investor does not become a shareholder in the company issuing or managing the fund.

10.2 By accepting these Terms and Conditions, Members who offer investment opportunities agree to pay us according to the Fee schedule upon 14 business days of receipt of the Invoice issued by Chatham Capital Exchange relating to the commercial execution or settlement of the investment transaction.

10.3 By accepting these Terms and Conditions, Members who decide to invest in an opportunity introduced by Chatham Capital Exchange agree to notify us within 10 business days via telephone, email or in person, upon commercial execution or settlement of the investment transaction.

11 Limitation on Liability

11.1 To the fullest extent permitted by law:

(a) any liability for any loss (including indirect or consequential loss, loss of profits or economic loss), death, injury or damage which you may suffer (directly or indirectly) in connection with or arising out of any breach by us of these Terms and Conditions, is excluded;

(b) you release us from any liability and expressly waive any claims you may have against us arising out of or in connection with your booking;

(c) any condition or warranty which would otherwise be implied by law into these Terms of Use (Implied Warranty) is excluded.

11.2 To the extent an Implied Warranty cannot be excluded, our liability in respect of the Implied Warranty is limited to the remedies required of us under applicable law (including the Australian Consumer Law (ACL)). You may be entitled to the benefit of consumer guarantees under the ACL. Nothing in these Terms of Use attempts to exclude operation of the ACL and any exclusions or limitations of our liability are subject to any overriding provisions or non-excludable consumer guarantees under the ACL.

11.3 We will not be liable or responsible for:

(a) any failure to perform, or delay in the performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control, including failure or suspension of public or private telecommunications networks;

(b) the Site not meeting your individual requirements or the Site containing defects or errors, as the Site has not been developed specifically for you. It is your responsibility to ensure that the facilities and functions of the Site meet your requirements;

(c) any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your mobile device, data or proprietary material due to your use of the Site or attempt to access a third party website linked to the Site; or

(d) breaches caused by a third party accessing your loan application as a result of your failure to ensure the security of access to the Site from your computer or mobile device.

11.4 Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organisation, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

11.5 If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the Offeror shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

12 Privacy

12.1 You confirm that you have read, understood and accepted our Privacy Policy.

13 Confidentiality

13.1 Confidential information disclosed by the Offeror under this Agreement (“Confidential Information”) can be described as and includes:

Financial, technical and / or business information relating to the Offeror’s finances and financial projections, costs, profit and margin information, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

In addition to the above, Confidential Information may also include, and the Investor shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by the Offeror in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by the Offeror in any other manner and identified as confidential at the time of disclosure and is also summarised and designated as confidential in a written memorandum delivered to Investor within thirty (30) days of the disclosure.

13.2 The Investor shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with the Offeror.

13.3 The Investor shall limit disclosure of Confidential Information within its own organisation to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the Offeror. The Investor shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

13.4 This Agreement imposes no obligation upon the Investor with respect to any Confidential Information (a) that was in the Investor’s possession before receipt from the Offeror; (b) is or becomes a matter of public knowledge through no fault of the Investor; (c) is rightfully received by Investor from a third party not owing a duty of confidentiality to the the Offeror; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the Offeror; or (e) is independently developed by the Investor.

13.5 The Offeror warrants that he/she has the right to make the disclosures under this Agreement.

13.6 This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Investor any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in this Agreement. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

13.7 Neither party has an obligation under this Agreement to make any agreement, investment or purchase from the other party. The Offeror may, at its sole discretion, using its own information, offer such investments, products and/or services for sale or investment and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.

13.8 This Agreement states the entire Agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior Agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorised representatives of both parties.

13.9 This Agreement is made under and shall be construed according to the laws of Australia. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of South Australia.

14 Complaints

14.1 If you are dissatisfied with how we have provided you with our Services, please contact us at enquiries@chathamcapital.com.au.

14.2 We will acknowledge your complaint within 7 business days. We will provide you with a decision on your complaint within 30 business days.

15 General

15.1 These Terms and Conditions are governed by the laws of the State of South Australia and you submit to the non-exclusive jurisdiction of the Courts of that State.

15.2 In the event that any term or condition of these Terms and Conditions is illegal, void or unenforceable, then such term or condition shall be severed from these Terms and Conditions to the extent only of that illegality, voidability or unenforceability. All remaining provisions will be enforceable.

15.3 We may at any time assign our rights and interests or novate our rights and obligations (in whole or in part) in connection with these Terms and Conditions. You may not assign any of your rights or obligations under these Terms and Conditions without our prior written consent.