Policies

Liquidity – Terms of Use Agreement

Introduction

Liquidity Technology Pty Ltd (ACN 650 875 595) (‘Liquidity’) operates a website known as Liquidity.com.au (“Website”) that facilitates equity capital markets transactions and the trading of securities. Liquidity also provides marketing and investor relations services.

Liquidity is a Corporate Authorised Representative (CAR No. 001293556) of Mac Equity Partners (AFSL number 338731). This license is for Wholesale clients only. We are not allowed to, and do not, make offers to people who do not qualify as a Wholesale client (section 761G of the Corporations Act) and as either a Sophisticated or Professional Investor (section 708 of the Corporations Act — paragraphs 8-11).

If you are unsure if you qualify, please see below or contact us.

For the avoidance of doubt we do not work with Retail investors, nor do we offer securities under the Small Scale Offerings exemption for Retail investors (section 708 of the Corporations Act — paragraphs 1-7).

To use Liquidity, we require you to create an account via the Website, verify your ID and verify you qualify as a Wholesale or Professional Investor. There are a couple of ways you can do this:

1. Sophisticated Investor

A Sophisticated Investor is someone who passes one of the following tests, whereby they are then assumed to have sufficient knowledge to be able to evaluate an offer without the need for a full disclosure document. The two tests are:

1. a gross income of $250,000 or more per annum in each of the previous two years, or
2. net assets of at least $2.5 million.

In calculating this amount, you may include any assets or income from any companies you control. We don’t need to know specifics, but you are required to supply a letter from your accountant outlining that you pass at least one of these two measures. The certificate must be less than six months old when joining but can last for 2 years.

2. Professional Investor

To be a Professional Investor you must either:

1. hold or be named on a relevant Australian Services Financial License (AFSL); or
2. have or control gross assets of at least $10 million (including any assets held by an associate or under a trust that you manage).

General Advice Warning

Liquidity undertakes to provide no advice. In instances where advice has been provided, or information is presented in such a way as it appears to provide advice then we iterate that this advice is general and does not take into account your objectives, financial situation or needs. You should consider whether the advice is suitable for you and your personal circumstances. If advice relates to the acquisition, or possible acquisition of a particular financial product, you should read any relevant or applicable document provided.

This Website may contain past performance information in relation to certain financial products.  Please note that investments can go up and down and past performance is not a reliable indicator of future performance.

Detailed Terms and Conditions

1. About this website

Liquidity.com.au is owned and operated by Liquidity Technology Pty Ltd (ABN 53 650 875 595).

2. Terms of use

These Website terms of use (‘Terms’) and the documents set out in clause 5 below govern your access to and use of the Website. You should read these Terms and the other documents in clause 5 below carefully before using this Website. You should also familiarise yourself with and, where applicable, take advice on the laws and regulations applicable to your dealings with Liquidity in the place of your domicile/residence and, if applicable, all other relevant jurisdictions.

3. Your access/use implies agreement

The Website is available for your use only on condition that you agree to these Terms and the documents set out in clause 5 below. By accessing/using the Website, you are signifying that you agree to be bound by these Terms and the documents set out in clause 5 below.

4. Application for A Liquidity Account (“Liquidity Account”)

To sign up for a Liquidity Account, you must provide all the information requested in the account opening link on the Website.

Liquidity will verify your ID and qualification as a Wholesale or Professional Investor. Liquidity, in its sole discretion, will decide whether to accept an application. In opening a Liquidity Account, you appoint Liquidity as your authorised agent and power of attorney for the purpose of:

1. Engaging with third party service providers to provide financial services to you, including (but not limited to) execution and clearing services and holding client money;
2. Providing instructions to third party service providers, on your behalf, in connection to the financial services provided to you.

Liquidity uses Openmarkets Australia Limited (ABN 38 090 472 012, AFSL number 246705) (Openmarkets) as a clearing house to execute, clear and settle trades made under your Liquidity Account.  By placing orders to purchase and sell financial products on a securities exchange using the  Website, you:

1. agree to open a trading account with Openmarkets and authorise Liquidity to provide trading instructions to Openmarkets on your behalf; and
2. appoint Liquidity as your agent for the purposes of providing trade instructions executed on the Website through to Openmarkets.

You will be charged fees to undertake these trades as set out in Openmarkets’ Financial Services Guide.

You will also be required to settle your trades with a linked cash account as outlined in Openmarkets’ Client Agreement.

5. Terms and Conditions You must agree to

By submitting an account opening request, you warrant that you have read and understood and agree to be bound by the following terms and conditions:

1. these Terms;
2. the Liquidity Loyalty Program Terms and Conditions;
3. Privacy Statement;
4. The Liquidity Capital Market Transaction Terms and Conditions;
5. The Master ECM Terms;
6. Openmarkets Client Agreement;
7. Openmarkets Financial Services Guide; and
8. Openmarkets Privacy Policy;

6. Term

The Terms commence when we accept your application and continue until your account is terminated.

7. Termination

Liquidity may, at its absolute discretion and without giving reasons, suspend or terminate your Account with Liquidity.

8. Modifications to the Terms

Liquidity may revise and update these Terms and the other terms and conditions in clause 5 above at any time. Your continued usage of the Website after any changes to these Terms and the other terms and conditions in clause 5 above mean you accept those changes.

9. Discontinuance

Liquidity may, at any time and without notice to you, discontinue the Website, in whole or in part. Liquidity may also exclude any person from using our Website, at any time, and at our sole discretion. Liquidity is not responsible for any liability you may suffer arising from or in connection with any such discontinuance or exclusion.

10. Our Services

We are authorised to provide financial product advice and deal in securities and Australian carbon credit units (“financial products”) (by applying for, acquiring, varying or disposing of to Wholesale clients) on behalf of another person, in respect of securities and Australian carbon credit units.

Our Service includes:

1. providing a platform for Wholesale clients to trade financial products;
2. providing you with information on how to participate in an investment opportunity and to acquire financial products;
3. providing you with information in relation to investment opportunities posted by brokers and offerors;
4. enabling you to submit bids in relation to various investment opportunities;
5. where you receive an allocation in respect of a bid, notification of the allocation, an offer document and a mechanism to transact the offer; and
6. providing a loyalty program which, amongst other things, will enable you to accumulate rewards in accordance with the Liquidity Loyalty Program Terms and Conditions.

11. Placing Orders to Transact on a Securities Exchange

Orders to purchase and sell financial products on a securities exchange using the Website shall be in accordance with the Openmarkets’ Client Agreement and these Terms.

12. Capital Market Transactions

Investment opportunities presented by Liquidity on the Website will be in accordance with the Liquidity Capital Markets Transaction Terms and Conditions and may be accompanied by a bid form and an offer document prepared by an offeror setting out the terms and conditions of the bidding process.

Any additional terms and conditions contained in a bid form and/or offer document shall apply in conjunction with these Terms.

Except as otherwise stated in the offer document, the Master ECM terms shall apply.

By submitting a bid to acquire a financial product, you are entering into an arrangement where: a.    you irrevocably agree to acquire any allocation you may receive through submitting a bid (full or partial); b.    you represent that when you submit a bid, you will have sufficient funds to pay for the full bid amount at the time the bid is firm, and at the time the bid is settled; c.     you warrant that all information provided by you in a bid is complete and correct and is not misleading. You agree that we may rely on that information unless and until we receive signed written notice of any change to the information from you through our communication channels provided on our Website. Any such varied information will be covered by this warranty; d.    you warrant that you have full power and authority to enter this bid and exercise the rights to perform the obligations under the Liquidity Capital Markets Transaction Terms and Conditions, the bid conditions, these Terms and to the extent applicable, the Master ECM Terms.

You acknowledge that Liquidity and/or any offeror reserves the right to close a bookbuild early or extend the bookbuild closing time in their absolute discretion (but have no obligation to do so), without recourse or notice to you.

Liquidity reserves the right to decline your bid, in its sole discretion, without explanation or prior notice. This may include where we consider your bid ambiguous, incomplete or unclear or would result in a breach of law. We will use our best endeavours to pass on all bids to any offeror, but we do not guarantee we will do so, or do so by a certain time.

Liquidity may, in its sole discretion, impose restrictions or conditions on your ability to bid.

Any bid you submit through the Website is a binding and irrevocable offer to acquire the financial products specified in the bid, in accordance with these terms and any additional terms specified by any broker or offeror.

If your Bid is passed on to a broker, we accept no responsibility for any failure or delay by the Broker or offeror to consider the bid.

13. Your Instructions

You may instruct us to enter into transactions for the sale or purchase of financial products, on your behalf.

We may accept instructions either orally or in writing, including by electronic measures.  We are under no obligation to verify the authenticity of any instruction or purported instruction and may act on any instruction without further enquiry or delay.  You cannot revoke your instructions after they have been executed.

We may, acting reasonably, decline your instructions and not act on a particular instruction given, or purported to be given, and may defer action or seek further information (including verification of an instruction) as we see fit.  We are not required to provide a reason for declining any instructions.

You must not instruct us to enter into any transaction which could cause us to breach the Corporations Act or any other applicable laws or Rules, including without limitation, in relation to:

1. Market manipulation, false trading, market rigging, fictitious transactions, wash trading or matching of orders;
2. Insider trading;
3. Short selling;
4. Creating a disorderly market or otherwise prejudicing the integrity or efficiency of the market; or
5. Misleading or deceptive conduct.

You must not knowingly provide instructions that, if executed, will result in there being no change of beneficial ownership of the relevant financial product. If you are more than one person:

1. the liabilities of each person under these Terms are direct, joint and several; and
2. we may act upon instructions received from any of you; and
3. any notice or communication provided by us to one of you will be deemed to have been provided to all of you.

You acknowledge and agree that we will not be liable for any loss or liability incurred or suffered by you arising out of, or in connection with, our declination, cancellation or delay of an instruction, and will not be responsible for any missed market opportunities during the time required to execute your instructions, comply with our internal procedures or the procedures of any third party service providers, including those imposed under the Corporations Act or the Rules.

14. How we are paid Fees

You will be charged fees for conducting trades as set out in the Openmarkets Financial Services Guide. In addition, we may be remunerated as follows:

1. we may receive Fees associated with capital raisings from offerors and/or brokers;
2. we may receive Fees from third parties associated with marketing, investor relations and shareholder engagement services from third parties;
3. we will receive a commission of 10% from Openmarkets Australia Limited in relation to a transaction in which Openmarkets Australia Limited deals in a financial product on behalf of the user, less any support fees, ASX fees, and other overheads that relate directly to trading and operations in respect of such trades;
4. we may receive a Fee from offerors, brokers or other relevant entities for providing investor relation and marketing services in relation to information which is uploaded on the Liquidity website; and
5. we may receive Fees for providing corporate advisory services from companies whose information is uploaded onto the Liquidity Website.

For the purpose of this clause, “Fees” may include cash payments and/or equity-based payments (for example, shares, options or some other form of securities).

15. Undertakings and Acknowledgements

You undertake that you will promptly:

1. notify us of any change to the details supplied by you in your application form and any material or anticipated change in your financial circumstances which may affect the basis upon which we do business with you;
2. notify us if any warranty or representation made by you is or becomes incorrect or misleading in writing and such notification shall be duly signed by you. Liquidity is entitled to rely fully on all warranties and representations made by you for all purposes until Liquidity receives such notification; and
3. supply to us when requested to do so, such information relating to you as we may from time-to-time reasonably request.

16. Linked websites

Our Website may contain links to third-party websites and resources, including but not limited to:

1. brokers and product issuers;
2. data feeds from other service providers in relation to ASX data, charts and tables;
3. news feeds from various publishers; and
4. specific media new feeds from partner providers.

We provide these linked websites for your convenience only and not as an endorsement. We make no representations or warranties for the accuracy, performance or quality of the linked websites or any content, software, service or application found at any linked website.

We may receive payments and/or commissions from operators of linked websites in relation to products or services supplied by the operator upon linking you to the linked website.

17. Email Communications

By accepting these Terms, you agree to receive email communication from us, including but not limited to:

1. emails including initial verification emails and notification emails in relation to the status and process of your application; and
2. marketing information in relation to our products and services. All marketing emails will include an opt out link.

18. Errors and problems

Liquidity does not guarantee that the Website will be free from viruses, or that access to the Website will be uninterrupted. Data and content on the Website are supplied by third parties without review or verification for accuracy so at no time can any information on this Website be guaranteed accurate.

19. License and Ownership

The information, announcements, content, graphics, text, sound, images, trademarks, service marks, loops and all other materials contained on this Website (the “Materials”), including but not limited to the homepage and all other pages and publications, are protected by copyright, database right, trademark and other proprietary rights.

The Materials are owned and controlled by Liquidity or the party credited as the provider of the Materials, except as otherwise indicated.

No person may copy the Materials (except for one copy for personal use only, provided that all copyright and other notices contained therein are left intact), republish, redistribute, transmit, alter, edit or otherwise exploit them, in any manner for any purpose, without the express written permission of Liquidity (or our licensors). You agree not to reproduce, duplicate, copy, republish, redistribute, transmit, alter, edit, re-sell or otherwise exploit any part of our Website in contravention of the provisions of these Terms. If you do so your right to use our Website will cease immediately and you must, at our option, either return or destroy any copies of the Materials you have made.

Liquidity and/or any other owners of the Materials retain all right, title, interest and intellectual property rights in and to the Materials. Nothing in these Terms shall be construed as conferring by implication, estoppel or otherwise any licence or right under any copyright, patent, trademark, database right, sui generis right or other intellectual property right or proprietary interest of Liquidity or any third party. All other trademarks, service marks or logos contained on this Website are the property of their respective owners. For further details of trademarks of Liquidity please contact us. The use of automated systems or software that is used to extract data or information from this Website for commercial use is prohibited.

This clause survives termination of these Terms.

20. Data Feed

It is prohibited to use, store, reproduce, display, modify, transmit, scrape or distribute this Website’s data or information without written permission from the website owner. Only ‘human’ traffic is allowed. Scraping data or accessing the Website with a robot, script or automated program is strictly forbidden. Liquidity, our suppliers or their respective licensors reserve all intellectual property rights in the information to the extent that those intellectual property rights exist under the law from time to time, and accept no responsibility for any claim, loss or damage arising from the display of information on the Website or any use of the information displayed on the Website.

21. Liquidity Privacy Policy

The Liquidity privacy policy governs the use of information collected from or provided by you at the website. A policy statement prepared by Liquidity for the purposes of being made available to customers and the general public declaring the company’s commitment to the Privacy Act 1988 (Cth) (hereinafter the ‘Privacy Act’) for a company required to comply is available on our site. (see Privacy Policy)

22. Webmaster Communication

If you provide feedback, suggestions, requests or comments to Liquidity, you acknowledge that they will not be considered confidential or proprietary, and Liquidity is under no obligation to keep such information confidential, and Liquidity will have an unrestricted, irrevocable, world-wide, royalty free right to use, communicate, reproduce, publish, display, distribute and exploit such comments in any manner it chooses.

23. Disclaimer of Warranties

Liquidity makes no representations or warranties about the accuracy, completeness, security or timeliness of the content, information or services provided by the Website and disclaims all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for a particular purpose.

24. Exclusion of Liability

Liquidity shall not in any circumstances whatsoever be liable in any way for any loss, damages, liability, cost, expense, lost profits or lost opportunity suffered or incurred by you arising or in connection with the services provided by Liquidity, including any loss or damage directly or indirectly arising out of or in connection with:

1. the unreliability or the public nature of the internet or other electronic medium or any other cause beyond Liquidity’s control or anticipation;
2. any action we may take under these Terms, so long as we act within the terms of its provisions and in particular act reasonably where required to do so; and
3. the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy under these Terms.

Liquidity is not liable for indirect losses which occur as a side effect of the main loss and damage which are not foreseeable by you and us. We are not liable to you for losses which you incur which are foreseeable by us for the reason that you have communicated the possibility of such losses or any special circumstances to us.

Subject to any laws restricting Liquidity from limiting its liability, and to the maximum extent permitted by those laws, Liquidity is not liable for any loss or claim suffered or incurred by you in respect of a broker or product issuer’s failure or delay in the execution of any orders including due to the unavailability of the broker or product issuer’s platform, system and data errors, delays, inaccuracies, errors or omissions in data provided to you, software or computer viruses.

25. Indemnity

You irrevocably and unconditionally agree to continuously indemnify Liquidity and hold harmless Liquidity and its directors, officers, employees, agents and representatives, against any liability or loss (including consequential losses), taxes, expenses, damages, charges, receipts, demands and expenses of any nature and on any account and liabilities present, future, contingent or otherwise and including legal fees on a full indemnity basis which may be suffered or incurred or brought against us arising from, or in connection with:

1. any representation or warranty given by you being incorrect, misleading or untrue;
2. any failure to provide any such information in a timely manner or at all by you;
3. any action or inaction which Liquidity or any of Liquidity’s affiliates may take or omit to take in connection with the services provided to you or pursuant to these Terms (except for any willful misconduct on its part);
4. any act or omission of you (whether or not constituting a breach of any provision contained in these entire Terms); or
5. us acting in accordance with any direction, request or requirement of any regulatory authority or government body.

This indemnity survives any termination of these Terms.

26. Limitation of Liability

If Liquidity is found responsible for any damages, Liquidity is responsible for actual damages only. In no event shall Liquidity, be liable for any incidental, indirect, exemplary, punitive and/or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use of or inability to use the Website.

27. Jurisdiction

The law and jurisdiction applicable to use of the website and to disputes arising out of the Website is the law of the State of Western Australia and the courts of the State of Western Australia

28. Dispute resolution process

Our reputation, honesty and high standard of client service are important to us. So that we act with integrity, we have a complaints procedure designed to make sure all concerns are treated seriously and that any complaint is addressed promptly and fairly.

If our level of service should fail to meet with expectations, we’d like to hear about it. Any complaint about your dealings with Liquidity or associated products or services should be communicated to our Complaints Officer:

• by email: compliance@liquidity.com.au
• by mail: Liquidity Client Services, Suite 7/29 The Avenue Nedlands WA 6009

If, after giving Liquidity Complaints Officer the opportunity to resolve your complaint, you are not satisfied, you can lodge a complaint in writing to the Australian Financial Complaints Authority (AFCA)

• by phone: 1800 931 678
• online: afca.org.au

The Australian Securities and Investments Commission (ASIC) also has an infoline on 1300 300 630 which you may use to make a complaint and obtain information about your rights.

Liquidity – Terms and conditions – Loyalty program

A. Introduction

Liquidity Technology Pty Ltd ACN 650 875 595 (“Liquidity”), is a Corporate Authorised Representative of AFSL number 338731.

The “Loyalty Program” Terms and Conditions is an integral part of Liquidity’s business model.

B. Conditions of Eligibility

Subject to, and without prejudice to, all other Business Terms and Policies, the offer is available to all Liquidity clients.

The “Loyalty Program” may be offered by Liquidity from time to time to clients who open real trading accounts with Liquidity (“Client”).

Liquidity, at its reasonable discretion, offers the “Loyalty Program” to any Client(s) and/or any countries / regions as it deems appropriate and for as long as Liquidity deems to provide it.

Only persons who can form legally binding contracts under the laws applicable in their country of residence may participate in the “Loyalty Program”. Without limiting the foregoing, participation in the “Loyalty Program” is not allowed for persons under the age of 18 or otherwise under legal age in their country of residence (“minors”). If you are a minor, you may not participate in the “Loyalty Program”.

C. Specific “Loyalty Program” Terms

Eligible Clients, who meet the criteria set forth herein are able to participate in the Company’s Loyalty Program and earn Liquidity Dollars (“LQD”).  LQD’s will be calculated according to a percentage of a client’s investment in a capital raise or other form of transaction where notified by Liquidity on Liquidity’s platform.

The number of LQD’s that a Client will be awarded will:

1. Vary between transactions (for instance, lower margin transactions may attract less LQD’s); and
2. Will be calculated only after the total value of the financial product that is allocated to the client is known.

Eligible Clients who are inactive (i.e., no trading or investment activity) for six (6) months will lose all LQD’s they have accrued, with the LQD’s and the rights to them being extinguished by Liquidity.

Any earned LQD’s can be redeemed by a client in their account settings at any time to offset brokerage charges.

In addition, LQD’s may be able to be redeemed in other promotions offered from time to time by Liquidity.

D. General Terms

Please note that it may take up to 24 hours before any trading bonus is added to the account of a Client who meets all of the criteria set forth herein.

Trading bonuses cannot be separately transferred between, or from, a Client’s trading account with Liquidity.

Liquidity reserves the right, at its reasonable discretion:

1. to decline registration of any participant in the “Loyalty Program”; and
2. disqualify any participant in the “Loyalty Program” who tampers or attempts to tamper with the operation of the “Loyalty Program” or breaches these terms and/or any of the terms of the “Liquidity Terms of Use Agreement” set forth on Liquidity’s website.

Under no circumstances shall Liquidity be liable for any consequences of any LQD cancelation or decline.

Liquidity reserves the right, at its reasonable discretion, to alter, amend or discontinue the offering of this “Loyalty Program”, or any aspect of it at any time, to any of its clients. It is recommended that participants in the “Loyalty Program” consult these Terms & Conditions on Liquidity’s website regularly. Please note that taking part in the “Loyalty Program” constitutes acceptance and agreement to abide by any such alterations, amendments and/or changes.