Terms of Service

Introduction

These website terms of use (Terms) detail the terms of use for the Australian Digital Asset Exchange platform, which is hosted by or on behalf of Australian Digital Asset Exchange Pty Ltd ABN 23 626 705 806 of Level 10, 440 Collins Street, Melbourne VIC 3000 Australia (ADAX, we, us), at http://www.adaxonline.com.

The ADAX platform is a cloud-based hosted distribution, deal management and administration software platform designed for use by fund managers, intermediaries and wholesale client investors (the Platform). The Platform is designed to provide a means of enabling intermediary dealer groups, brokers and financial advisers (Intermediaries) and fund managers (Product Issuers) to upload, store and share investment deal information with their wholesale/sophisticated investors (Investors) (collectively Users) and provides deal management and administration services through a central dashboard interface. Reference to the “Platform” includes all features and functionality on the online system, which is available from this website.

These Terms were last updated on 11 February 2019. It is effective between you and us as of the date of you accepting these Terms.

Structure of Agreement

These Terms govern your access to and use of the Website, and if you are an Investor, your access to and use of the Platform for you to manage your interest in investments with participating Intermediaries and/or Product Issuers. is a legal contract between you and ADAX. By accepting this Agreement, you agree to be bound by this Agreement. You accept these Terms by continuing to access and use the website.

If you do not have such authority, or if you do not agree with these terms and conditions, you may not access or use the website or Platform or any service available from them. If you are a Product Issuer or an Intermediary, you cannot register to use the Platform in those capacities, and you must enter into a separate written agreement with us.

These Terms and any material incorporated into these Terms by reference, and any additional terms that on our website that are stated to apply to certain parts of the Platform (together, these terms), govern your access to and use of the Platform. All of these terms form a binding contractual agreement between you as user of the website and Platform, and ADAX.

Licence grant

Subject to these terms, ADAX grants you a non-exclusive, non-transferable, limited licence, without the right to sublease or sublicense, to access this website, and if you are an Investor, the Investor-specific functionality of the Platform from the website, for your own lawful internal business purposes. You must not or permit anyone to access or. Any rights that are not expressly granted to you in these terms are expressly reserved by ADAX.

Platform

ADAX will be responsible for operating and maintaining (or arranging the operation and maintenance of) the hosting environment, including the hardware and equipment, on which the website and Platform are hosted.

ADAX will use reasonable endeavours to ensure that:

the Platform is available 24 hours a day, 7 days a week except for: (i) scheduled down time for maintenance purposes (for which ADAX will endeavour to give at least 8 hours’ notice via the Platform web page and to conduct outside of business hours Monday Friday, Australian Eastern time), and (ii) unavailability caused by events or circumstances beyond ADAX’s reasonable control including acts of God, extremes of weather, acts of government, flood, fire, earthquake, disruptions to power, communications or other facilities, civil unrest, acts of terror and labour strikes; and
the Platform does not contain any malicious code, including worms, viruses and Trojan horses.

You are responsible for maintaining your own equipment from which you access and use the website and the Platform, as well as connectivity to the Internet to access and use the Platform.

Changes to Platform

ADAX may modify the website and the Platform (including to add or remove features and functionality) by giving you written notice of its intention to do so. Some of those changes may result in a change to the fees payable and we will give you a notice of that change pursuant to clause 14.

Eligibility to access and use the Platform

By subscribing to, accessing or using the Platform you warrant and represent:

you and your authorised users are over 18 years of age;
you complete to our satisfaction, any required verification process, which may involve you providing us with certain identification information and documentation;
any content that you add to the Platform, is accurate, complete, up to date and not misleading (and you will remove or update it promptly if any circumstance arises that renders that warranty untrue); and
if you are an Investor, you are a wholesale client or a sophisticated investor as defined in the Corporations Act 2001 (Cth) (Corporations Act) or otherwise not required to be given a disclosure document under the Act

Acceptable use of the Platform

Access to and use of the website and the Platform is subject to your compliance with these terms. Without limitation you must not access or use the website or the Platform, or add any content, information or material to the Platform:

unless you hold all necessary rights, licences and consents to do so;
that would result in a breach of any law, regulation, rule, code or other legal obligation, including (without limitation) any financial services, anti-money laundering or counter-terrorism financing law or any law relating to the handling of personal information;
that is or could reasonably be 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;
that would bring ADAX, the website or the Platform, into disrepute;
that infringes the intellectual property or other rights of any person;
that violates any law, statute, ordinance, or regulation; or
that is false, inaccurate, incomplete or misleading.

You must not, and you must ensure that your authorised users do not:

access the website or the Platform through the use of a robot, spider, scraper or other automated means;
cause or allow the website or the Platform to be reverse-engineered, disassembled or de-compiled, or use (except as expressly authorised in this Agreement) any part of the website or Platform or its features or functionality, or information or materials contained on or obtained from or through the Platform except via means of access approved by us;
allow the Platform to be used by, or disclosed to, any person except your authorised users;
provide access to website or the Platform to third parties (for example as a service bureau platform);
sell, resell, license or sublicense access to the website or the Platform, or archive, modify, reproduce, redistribute, display, perform, publish, license, create derivative works from, offer for sale to any person, or frame or mirror the website or Platform or any part of them;
access or use the Platform in order to build a competing product or service, or to copy any feature or function of the Platform;
circumvent, remove, amend, deactivate, degrade or thwart any security protections on the website or the Platform;
introduce any malicious code or damaging content, information or material to the Platform, or otherwise send or transmit any content, information or material that is designed to, or that has the effect of, interrupting, destroying or limiting the website or the Platform’s (or the Platform’s users’) functionality or our or a third party’s computing systems or networks;
interfere with or disrupt access to or use of the website or the Platform by anyone authorised by ADAX; or
remove or alter any of our intellectual property rights notices embedded in or accessible on or from the website or the Platform.

If you communicate to others through the website or the Platform, you agree only to do so for lawful and legitimate purposes.

You must not post or disseminate any content, information or material that is unlawful or that is unrelated to the use of the website or the Platform, including unsolicited commercial e-mail. When you communicate to others through the website or the Platform, you represent that you are permitted to do so. We are under no obligation to ensure that communications made through or documentation accessible from the website or the Platform are lawful. We reserve the right to remove any content, information or material from the website or the Platform at any time in our sole discretion.

Responsibility for your account

You must ensure that all access details, including logins, usernames and passwords, required to access the Platform are kept secure and confidential. You must immediately notify us upon becoming aware of any actual or likely unauthorised use of your access details or any other breach of security. You are responsible for the acts, omissions or defaults of any person using a login (including username and password and other means of access) that has been allocated to you, and all uses of and activities undertaken on your account. You must take all actions that we reasonably consider necessary to maintain or enhance the stability, integrity or security of the website, the Platform, your data or our computing systems and networks.

Your data

We agree that, as between you and us, you own all right, title and interest in any data or information that you provide to us via the Platform (your data). You grant us a non-transferable, non-exclusive, irrevocable, perpetual licence to use your data solely for the purpose of your access to, and use of, the Platform or as otherwise contemplated by these terms. You must maintain copies of all of your data. Where you apply to participate in as an Investor an investment deal on the Platform, you also grant the Product Issuer and any relevant Intermediary the right to use data that you submit to them for the purpose of their management and administration of that investment deal.

You are responsible for the accuracy, completeness and legality of your data. You are also responsible for ensuring there are appropriate security safeguards, policies and procedures in place to protect the security and integrity of your data when on your systems and in transit between your systems and the Platform.

We may aggregate anonymous or de-identified data, including regarding usage, potential improvements of or functioning of the Platform and market trends. As between you and ADAX, ADAX will own all right, title and interest in such aggregated data. ADAX may use the de-identified data for its own purposes including to identify and develop new or improved functionality and improved performance of the Platform, and the development of algorithms and recommendation engines, trend analysis, and support and maintenance of the Platform.

Fees

ADAX’s fees (if any) are calculated in accordance with its Fee Schedule (as updated and notified to you from time to time). ADAX may invoice you for the fees monthly, and may deliver those invoices by electronic means. ADAX will continue to invoice you, and you will continue to be liable to pay ADAX for, subscription and other fees until your access to the Platform under these terms is terminated in accordance with these terms.

ADAX may amend its Fee Schedule from time to time by providing you with at least 30 days’ prior notice. Unless you terminate your subscription with ADAX prior, the revised fees will apply to your continued access to and use of the Platform after the expiry of that notice period. If you do not accept that fee increase, then you may terminate these terms by written notice, which must be given before the effective date of the fee increase. Termination under this provision will be effective 30 days after the date you give the notice to ADAX.

To the extent not prohibited by law, and except as otherwise set forth in these terms, fees payable in advance are non-refundable.

You are responsible for payment of all taxes and duties due in relation to these terms (except for taxes based on our net income). If and when applicable, GST and other taxes payable on access to our Platform will be set out on our invoices. By accepting these terms, you agree to pay us an amount equivalent to the GST and taxes so imposed.

ADAX’s invoices are payable within 14 days of the date of invoice, without set-off or deduction of any kind. If you are late in payment of an invoice, then without limiting our rights in relation to the default, we may (a) suspend your access to and use of the Platform, and deactivate and render inaccessible any documents or your data stored on the Platform (until the default has been cured); and (c) charge you interest at the rate that is 2% above the rate set from time to time under the Victorian Penalty Interest Rate Act 1983, which will compound daily and will be payable at the same time as the overdue amount.

Third Party Data Services

From time to time ADAX may give you access to data from third party sources and websites (Third Party Data Services). You acknowledge and agree that the Third Party Data Services are provided for your convenience only and only for your use in conjunction with the website or the Platform. Your access to and use of any Third Party Data Services are governed by, and subject to, the terms and conditions applicable to them, as specified by the relevant Thirds Party Data Services provider.

Third Party Data Services are provided “as is” and without any warranty of any kind, including as to quality, accuracy or completeness. To the extent permitted by law, you release ADAX from liability arising from your access to or use of any Third Party Data Services. The principal Third Party Data Services are described on the website at:

Service: Email Relay. Vendor: https://www.mailgun.com/
Service: IP Address Lookup. Vendor: https://geoipify.whoisxmlapi.com/
Service: SMS Relay. Vendor: https://www.burstsms.com.au/
Service: Australian Address Lookup. Vendor: https://addressr.io/
Service: Document Manager/ Conversion. Vendors: https://www.syncfusion.com/
Service: Document Viewer. Vendor: https://www.docuvieware.com/contact/

Any update or change to the principal Third Party Data Services will be notified on that page.

Disclaimers

You expressly acknowledge and agree the following:

No part of the website or the Platform constitutes or is intended to constitute financial product advice or dealing by ADAX. ADAX does not hold an Australian Financial Services Licence and is not otherwise authorised to provide any financial services in Australia or anywhere else in the world.
ADAX is not liable or responsible for any reliance placed on the website or the Platform and the contents placed on the website or the Platform by users, by you, or by anyone whom you may inform of its contents.
ADAX makes no guarantee of any specific results from the use of the website or the Platform.
ADAX does not hold an Australian Financial Services Licence and is not otherwise authorised to provide any financial services. We are not liable or responsible for any reliance placed on the website or Platform and the contents placed on the website or the Platform by Users, by you or anyone who you may inform of its contents.
Where you take any decision, or enter into any agreement with any other person, as a result of your access to or use of the website or the Platform, you acknowledge that you do so having independently made all such investigations and taken all such professional advice as may be necessary to enable you to make an informed and independent decision. You agree to comply with any such agreement and with any relevant laws that apply to that agreement.

Warranties

We warrant that:

the Platform will operate in all material respects in accordance with its documentation (as updated from time to time);
we will provide any services under these terms with reasonable care, skill and diligence, having regard to the nature of the services.

To the fullest extent not prohibited by law, and except for express warranties contained in these terms, we absolutely disclaim all warranties and guarantees, including expressed or implied warranties and guarantees, but not limited to, implied warranties of merchantability and fitness for any particular purpose.

Indemnity

You indemnify us, our affiliates, and our and our affiliates’ officers, employees, directors and agents, against all claims, costs, expenses, damage and loss arising from or in connection with:

your, or your authorised users’, breach of any provision of these terms; or
your, or your authorised users’, acts or omissions in relation to the Platform or these terms.

Limitation of liability

A party’s liability arising out of or in connection with these terms or the Platform (whether in contract, equity, negligence, tort or for breach of statute or otherwise), including your indemnification obligation under clause 22, will be reduced by the extent, if any, to which the other party’s wrongful or negligent act or omission contributed to the loss.

Neither party will be liable to the other party for any indirect, consequential, special, punitive, exemplary or incidental damages of any kind, or loss of data, opportunity, reputation or profits, however caused, arising out of or in connection to these terms or the Platform, even if it has been advised of the possibility of those damages. To the fullest extent permitted by law, ADAX’s liability, regardless of how caused, arising out of or related to these terms and the Platform, will not exceed the 12 months average fees paid by you to ADAX for your access to and use of the Platform. We will not have any liability in relation to any matter, regardless of how caused, arising out of or related to this website.

The foregoing limitations will apply regardless of the legal theory of liability, whether in contract, equity, negligence, tort or for breach of statute or any other theory whatsoever.

Nothing in these terms operates to exclude, restrict or modify the application of any provision of any statute where to do so would contravene that statute, or cause any provision of these terms to be void. If we fail to comply with a guarantee under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) in respect of goods or services supplied under these terms which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then our liability for failure to comply with such guarantee (other than a guarantee under sections 51, 52 or 53) is limited, at our option, to:

supplying the services again; or
payment of the cost of having the services supplied again.

Amendments

We reserve the right to change, modify, add or remove portions of these terms from time to time. We will notify you of the change by publishing the updated version of these terms on the website, and your continued use of the website and the Platform after that time will constitute your acceptance of the change, It is your responsibility to check these terms regularly for changes.

Electronic transactions and notices

Where possible we choose to perform transactions by means of electronic communication in accordance with the Electronic Transactions Act 1999 (Cth) and any regulations. You agree to use electronic means to form, or agree, or agree to, or bind you to, legal obligations. Where you indicate through electronic means your agreement to, or acceptance of, terms, offers and other documents, you will be taken to have agreed to, or signed them. You agree to receiving notices, information, documentation and other disclosures from us in electronic form. You must regularly check your email, the Platform and your account for these. We suggest that all such electronic communications be printed or stored electronically for your future reference. Our address for electronic communications and notices is info@adaxonline.com.

Survival

Any provision of these terms that are expressed to survive, or by their nature survive, termination or expiry of these terms will survive such termination or expiry and continue in effect.

Severability

If any provision of these terms is held to be illegal, void, or unenforceable in any state or territory then such a clause will not apply in that state or territory and will be deemed not to have been included in these terms in that state or territory, but will continue to be fully enforceable and part of these terms in all other states and territories. The deemed exclusion of any term pursuant to this paragraph will not affect or modify the full enforceability and construction of the remaining provisions of these terms.

Disputes

By accepting these terms, you agree to use your best endeavours to use negotiation and mediation to resolve disputes arising from or in connection with these terms. Please notify us in writing of any dispute you may have.

Entire Agreement

These terms make up the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing. No other term is to be included in these terms except where it is required to be included by any legislation of the Commonwealth, or any state or territory. All implied terms except those implied by statute and which cannot be expressly excluded are expressly excluded.

Governing law and Jurisdiction

These terms are subject to the laws of the State of Victoria and Australia. If there is a dispute between you and us that results in litigation then you must irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria.