1. This document sets out the Terms and Conditions (Terms and Conditions) applicable to your use of the website of Swarmer Pty Ltd (Swarmer) at www.swarmer.com.au (the Website). These Terms and Conditions are to be read in conjunction with our Privacy Policy.
2. You agree that these terms and conditions form the basis on which you use the Website. You accept these Terms and Conditions by
- clicking the tick to accept box when signing up on the Website; or
- by accessing, reading, browsing or using the Website
3. Swarmer reserves the right to make additions, deletions, or other changes to these Terms and Conditions at any time. Any such amended Terms and Conditions will be posted on the Website and will state the effective date of the amendment or update. It is your responsibility to monitor the Website for any such changes. The amended or updated Terms and Conditions will be binding on you if you continue to use the Website after the effective date of the amendment/update.
4. You understand accept and agree that Swarmer does not provide and is not providing any legal, tax or other financial advice to you and you are encouraged to obtain your own independent advice.
Last updated 15 November 2021
Entire Agreement
These Terms and Conditions together with any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement
Jurisdiction and Applicable Law
These Terms and Conditions are governed by the laws of South Australia and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in South Australia.
Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Terms and Conditions if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 Business Days' notice in writing.
Severance
If any provision (or part of it) under 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 provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and Conditions and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
Assignment
These Terms and Conditions are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms and Conditions without the prior written consent of the other Party (such consent not to be unreasonably withheld).
Relationship of Parties
These Terms and Conditions are not intended to create a relationship between the parties of partnership, joint venture or employer-employee.
International Users
Swarmer makes no representation that the materials contained in the Website are appropriate or authorised for use in all countries, states provinces or any other jurisdictions. Those who choose to access the Website do so at their own initiative and risk and are solely responsible for compliance with all applicable local laws.
Communications by Electronic Transmission
You agree that communications between you and Swarmer will primarily be by email or other electronic means, and you consent to receiving all information from Swarmer by such means. This includes, where you are an Investor and have provided a direct debit authority to Swarmer, Swarmer accessing that authority in accordance with the procedures set out in the Investor Agreement.
Indemnity
You agree to indemnify and hold Swarmer and any of its related companies (now or in the future), and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim, liabilities, suits or cause of action, including costs of litigation and reasonable legal costs, arising, directly or indirectly, out of:
1. any information provided by you that is not materially accurate, up to date or complete or is false or misleading or materially inaccurate, out of date, misleading or deceptive, a misrepresentation or incomplete, including by omission;
2. this engagement and any breach of these Terms and Conditions;
3. any misuse of the Website by you or your, contractors or agents; and
4. the violation of any law or the rights of any third-party by you.
You agree to co-operate with us in the handling of disputes, complaints, investigations or litigation that arise because of your use of the Website including but not limited to disputes, complaints, investigations or litigation that arise out of or relates to incorrect information you have given use.
This clause will survive the termination of these Terms and Conditions
Limitation of Liability
To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the services and these terms and conditions (except those set out in these Terms and Conditions) including but not limited to any loss, damage, costs (including legal costs), expense (whether direct, indirect, incidental, special, consequential and/or incidental), loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruptions or otherwise, suffered by you or claims made against you, arising out of or in connection with your use of the Website, inability to access or use the website, and the late supply of services, investment or failure to obtain investment through the website, even if we were expressly advised of the likelihood of such loss or damage.
To the extent permitted by law our total liability arising out of or in connection with the Website, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by you to us in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
No liability on the part of Swarmer
You agree that you use the Website at your own risk. While we will not knowingly place any false or misleading information on it or which is referred to in the Website, nonetheless you accept all liability in relying upon statements in the Website. Nothing in or on the Website is intended to consist of financial advice or a recommendation to invest, as these are decisions for Investors alone and not Swarmer. We shall not be responsible for any breakdown or delay in the operations of the Website and cannot warrant that the Website will be available always or at any time.
Nothing in this document is intended to impair any rights you may have against Swarmer at law to reduce Swarmer’s obligations which it is required to comply with under the law.
Links on the Website
From time to time we will place links to external websites on the Website. We will do so only as a courtesy, and principally to enable Investors to assess better any potential investment opportunity. Those external websites are used at your own risk and we take no responsibility for the accuracy or completeness of any information contained in them or for their safety.
Many of the documents, clips, graphics (including logos and icons) and other images and data on the Website are and will remain the sole property of Swarmer or of entities affiliated with Swarmer or parties with whom Swarmer has contracted. No such property may be dealt with or utilised by you without our prior written permission.
You are not allowed to create a link to the Website in any other webpage without our prior written consent. Any consent we may give may be withdrawn at any time.
Passwords and Access
You must keep confidential your log-in, password and other details so that others are not able to access your account. We will have no liability arising because of any unauthorised third party accessing your account and will not be responsible for any loss or damage.
Accuracy of personal information and Privacy
Your submitting information to Swarmer, whether via the Website or otherwise, shall constitute a representation on your part that that information you submit is true and correct in all material respects and does not contain any untrue, unreliable, false misleading or materially inaccurate, out of date misleading or deceptive information including by omission.
By agreeing and accepting these Terms and Conditions you agree to the terms of our Privacy Policy. We agree to comply with our Privacy Policy and the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation.
You agree to our carrying out credit checks on you and you will provide any consents requested by us to allow us to carry out credit checks. As part of our carrying out credit checks on you we may disclose your personal information to credit reporting agencies for the purposes of, and in accordance with the requirements of, relevant anti-money laundering and counter terrorism financing laws. This may involve the agency providing information about you to us. You need to be aware that any personal information about you which we disclose to a credit reporting agency may be held by the agency on its database and used for its own purposes (being lawful purposes, such as providing credit reporting services) and they in turn may disclose information about you to their own customers/subscribers.
Eligibility to be an Investor
To become a potential investor (an Investor) you must be approved by Swarmer in accordance with the processes and procedures in the Investor Agreement. The eligibility criteria to be approved as an Investor are set out in the Investor Agreement.
Swarmer reserves the right in its absolute discretion to decline to accept any person as an Investor and may also to terminate the rights of an Investor to receive details of crowd-sourced funding offers for shares (CSF Offers) or to subscribe for shares in any issuing company (an Issuer). No reasons for any such decisions will provided.
Eligibility to be a Member
Only an individual (i.e. natural human beings, and not companies, trusts, partnerships or similar) may be admitted to membership of Swarmer. In addition, you must be at least 18 years old to be admitted to membership. Members may nominate corporate vehicles as subscribers for shares offered through the Website.
Last updated 15 November 2021