Terms & Conditions
1.DEFINITIONS
1.1 Agreement: the agreement between the Company and Investor in relation his / her investment in the Company via MartinCapital Pty Ltd.
1.2 AML Laws: all laws, regulations, and obligations imposed upon us through statute or by our regulators, to complete checks against you to verify your identity, address and source of funds, including but not limited to legislation governing the proceeds of crime, terrorism and money laundering that are in force at the date of the Terms, when you become a Registered User of the site, as amended from time to time, including but not limited to the Money Laundering Regulations 2007 (as amended).
1.3 Capital Growth: the net growth in the value of the asset owned by a Company or the shares of a Company as the case may be, calculated monthly.
1.4 Company: a special purpose limited company incorporated for the purpose of acquiring, holding and managing an asset shown on the site as detailed in a given Company Pitch.
1.5 Company Pitch: information about an asset to be owned by a Company displayed on the site for investment by a Registered User.
1.6 Company Shares: shares in a Company.
1.7 Confirmation Email: email confirmation / notification on the Platform at the expiry of the Offer Period that completion in accordance with the Agreement has taken place and you are now a Investor on the Company.
1.8 Funding Goal: the target level of funding required for a given Company Pitch.
1.9 Investment Funds: the total amount of funds you invest in Company Shares plus all ancillary costs and fees as detailed in the Company Pitch, Prospectus and Terms.
1.10 Investment: your acquisition of Company Shares in exchange for payment of the Investment Funds.
1.11 Login Details: your username, email address and secure password required pursuant to the security specifications of the site in respect of your membership to the site.
1.12 Order: an irrevocable order for Company Shares.
1.13 Overseas Shareholders: persons who are resident, or citizens or nationals of, jurisdictions outside Australia or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions or companies which are incorporated or registered outside Australia.
1.14 Platform: the crowd funding platform owned and managed by MartinCapital Pty Ltd where Registered Users may register and invest in Pty Ltd and become Shareholders.
1.15 Prospectus: a document summarising the terms and basis upon which you may become a Shareholder in a given Company and your rights and obligations in respect of the same.
1.16 Registered User: a potential investor registered on the site and thereby permitted to invest in Pty Ltd via the Platform.
1.17 Site: www.martincapital.co.za
1.18 Shareholder: an investor in a Company via MartinCapital Pty Ltd.
1.19 Terms: these general terms and conditions, the Agreement, MartinCapital Pty Ltd’ cookie policy, privacy policy, website terms of use, website acceptable use policy more particularly described in clause 3 and all terms and conditions of MartinCapital Pty Ltd, published on their website as updated from time to time (or any part thereof).
2.CROWDFUNDER TERMS AND CONDITIONS
2.1 These Terms (together with the documents referred to in it) explain how you may become a Shareholder and how to use and register on MartinCapital Pty Ltd’ Platform via the site.
2.2 The site provides you with information on Pty Ltd which you may invest in by acquiring shares in a Company.
2.3 Please read these Terms carefully before you start to use the site, as they will apply to your use of the site and the Platform. We recommend that you print a copy of these Terms for future reference.
2.4 By using the site or registering on the Platform, you confirm that you have read, understood and accepted these Terms and that you agree to comply with them.
2.5 If you do not agree to these Terms or are not permitted to do so for any reason, you must not use the site.
2.6 References in these Terms to “we”, “us” and “our” mean MartinCapital Pty Ltd.
2.7 References to “you” and “your” mean a Registered User, Shareholder (or Overseas Shareholder if applicable) on the site.
3.OTHER APPLICABLE TERMS
3.1 These Terms refer to the following additional terms and policies, which also apply to you and your use of the site:
· Our terms of site , which sets out the terms on which you may make use of the site, whether as a guest or a registered user, which includes accessing, browsing or registering to use the site. By using the site, you must agree and comply with the Terms of site Use.
· Our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
· Our acceptable use policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this acceptable use policy.
· our cookie policy, which sets out information about the cookies on our site.
· the Agreement.
4.INFORMATION ABOUT US
4.1 The site is operated by MartinCapital Pty Ltd. MartinCapital Pty Ltd is a registered company in South Afriica Registration Number: 2022/570318/07. MartinCapital Pty Ltd does not provide any advice in relation to investments and you must rely on your own due diligence before investing.
5.SITE CONTENT AND DISCLAIMER
5.1 We make no guarantee of any specific results from entering into an investment in a Company on the site including any net income and/or the capital return realised.
5.2 The investments on the site may not be suitable for all investors and if you are in any doubt as to the suitability of the investments, you should seek independent financial advice. Please note that by proceeding with an investment, you are confirming to us that you have sought independent financial advice and are content to proceed with the investment and all risks associated with it.
5.3 Any information, commentary, figures, percentages, indications, estimations or any other material contained on the site provided via the site or directly to people who wish to engage with the Platform in relation to any of the opportunities described on the site is provided by MartinCapital Pty Ltd in the form in which such information has been provided to MartinCapital Pty Ltd and MartinCapital Pty Ltd takes no responsibility for and assumes no liability in relation to such information (including its accuracy), which is a matter for the parties making the information available in the first instance.
Some of the information featured on the site is provided by third parties and accordingly MartinCapital Pty Ltd does not accept any responsibility and disclaims any and all liability for any such information (including the accuracy of such information) featured or views and opinions expressed on the site.
5.4 MartinCapital Pty Ltd is not, by virtue of making information available on the site (or any other information provided by MartinCapital Pty Ltd), providing advice to you or any person in relation to the quality or viability of any property or investment, nor does MartinCapital Pty Ltd provide general or specific investment advice. Any decision to invest in a Company advertised on the site is solely your own.
If you are considering potential investment opportunities featured on the site, you should carry out your own due diligence in respect of such opportunity and make your own commercial assessment of an investment opportunity after seeking the advice of an appropriately authorised independent financial advisor. You are encouraged to take your own independent legal and taxation advice, together with any other advice you consider necessary in order to consider the benefits and risks attached to an investment opportunity.
5.5 MartinCapital Pty Ltd reserves the right to require you to sign an undertaking that you are either a retail investor, high net worth or a sophisticated investor within the meaning of the Financial Services and Markets Act 2000 (Financial Promotions Order 2005 (as amended) and / or that you have taken the advice of an appropriately authorised and qualified person before obtaining any funder information and before being permitted to enter into any investment opportunity.
6.SHAREHOLDER REGISTRATION
6.1 To become a Shareholder in a Company, you must register your details on the site and confirm your acceptance of the Terms (with the exception of the Agreement for the purposes of registration) to first successfully become a Registered User at https://MartinCapital.co.za and meet the following requirements (as they may be applicable to you) and warrant to us that:
· (a) you are either an individual, a limited company, a limited liability partnership, a pension scheme, a trust or public body;
· (b) you have fully read, understand, and accepted the Terms and agree to be bound by them and to comply with them as required;
· (c) you are legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so, but where such authorisation or permission may be required, that you have procured the same before registering on the site;
· (d) if you are investing in your capacity as an individual, you are 18 years of age or older.
· (e) if you are an Overseas Shareholder, you agree to comply with the requirements set out in clause 7 and any requirements in this clause that may be applicable to you;
· (f) you are accessing the site from Australia or otherwise you may be considered an Overseas Shareholder and agree to comply with the requirements set out in clause 7 and any requirements in this clause that may be applicable to you;
· (g) if you are a limited company or limited liability partnership, you agree to comply with the requirements set out in clause 7;
· (h) if you are a partnership or a trust, you are registered you agree to comply with the requirements set out in clause 7;
· (i) if you are a pension scheme, you have an appropriately approved and authorised provider/operator, or if you are an Overseas Shareholder in respect of this clause 6.1(i), you agree to comply with the requirements set out in clause 7;
· (j) if you are a public body, you are registered or formed with the relevant authority in Australia you have a valid bank or building society account;
· (l) you agree that you shall comply with such identification and other anti- money laundering requirements that we may require from time to time. In particular, we may require identification of Shareholders and information about the sources of funds being provided by the Shareholder for Investment Funds which MartinCapital Pty Ltd considers, in its sole direction, to be substantial;
· (m) you are investing in a Company for yourself in your own name and will ensure that all orders for Company Shares made through the site are made exclusively on your own behalf. If there is any nominee or trust relationship by way of which you have agreed to hold the Company Shares on behalf of someone else, you must disclose this information to us before you invest in the Company;
· (n) you are not bankrupt or in the middle of a dispute, court proceedings or otherwise that will likely have an impact on your ability to hold full and unencumbered legal and beneficial title to the Shares in the Company.
6.2 In order to successfully register with us, you must provide Login Details for your membership on the Platform. Your Login Details will be specific to your membership to the site.
6.3 The following clauses explain how your Login Details are to be used and the terms applicable to them:
· (a) your Login Details must be used each time in order to access certain parts of the site such as the Platform and will be requested each time you access your account;
· (b) your Login Details are personal to your account and are not transferable;
· (c) your Login Details are the methods used by us to identify you and you must keep them secure at all times;
· (d) you are responsible for all information and activity on the site by anyone using your Login Details;
· (e) if you authorise an employee, sub-contractor, agent or any other person to use your account, you will be responsible for their activity on the site;
· (f) any breach of security, loss, theft or unauthorised use of any part of your Login Details must be notified to us immediately by contacting accounts@MartinCapital.co.za
6.4 We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
6.5 Once you are registered on the site, we will carry out identity and fraud checks on you and where applicable on you as a proprietor, member or director of your business and on other members, or directors of the business. We use our own internal guidelines and policies when assessing applications but have complete discretion as to whether to allow you to be a Shareholder on the Platform. We may ask you to submit details of passports or other identification documents, bank details plus a utility bill and anything else we may reasonably request in order to confirm your identity and verify your source of funds.
6.6 If the information you supply is insufficient to confirm your identity, enable fraud checks to be carried out, or satisfy our anti-money laundering requirements required of us pursuant to the AML Laws (and if any further information or documents which we may, at our sole discretion, request from you, are not supplied to our satisfaction) you may not be able to invest through the Platform and your registration will be refused or terminated.
6.7 For details about how we use your information, please refer to our privacy policy .
6.8 If your registration is approved by us, you will be entitled to make Orders to acquire Company Shares through the Platform. We may, however, at our absolute discretion refuse to permit you to invest in any or all Company’s advertised on the Platform at any time and for any reason. We also reserve the right to withdraw advertised Company’s from the Platform at any time for any reason without any liability to you.
6.9 You may only invest using your Login Details and you must ensure that all Orders for the subscription of Company Shares are made exclusively on your own behalf.
6.10 Please note that successful registration will be dependent on completion of satisfactory background checks and requests for further information may be requested as and when requested in order that we may be satisfied of your eligibility and compliance with legislation on an ongoing basis.
6.11 If you do not accept the Terms (with the exception of the Agreement for the purposes of registration), you will not be permitted to continue using the site, Platform or become a Registered User for the purposes of investing in Pty Ltd via MartinCapital Pty Ltd.
7.OVERSEAS SHAREHOLDERS
7.1 The site is mainly intended for use by persons resident in Australia and, subject to clause 7.2 below, Shareholders from other jurisdictions warrant that they agree with the terms of this clause and the applicable provisions of the Terms.
7.2 The site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the site is intended or authorised to be made inside or to any resident of the United States of America.
7.3 Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in a Company.
7.4 It is the responsibility of any Overseas Shareholder wishing to subscribe for Company Shares to satisfy him / herself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with said subscription, the holding of shares and the use of the site and Platform, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in any such jurisdiction in respect of the Overseas Shareholders’ Investment into a Company.
7.5 The Overseas Shareholder agrees to indemnify MartinCapital Pty Ltd (and any person acting on its behalf) against all liabilities, costs, expenses, and damages, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach of this clause 7).
7.6 We may not accept any Order to subscribe for Company Shares by an Overseas Shareholder unless such Overseas Shareholder confirms in writing that:
· (a) he has observed the laws of all relevant jurisdictions, has obtained requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes or duties due from him, in connection with the investment into a Company in the relevant jurisdiction;
· (b) he has not taken or omitted to take any action which will or may result in us (or any other person acting on our behalf) acting in breach of any legal or regulatory requirements of any jurisdiction in connection with the subscription and holding of Company Shares;
· (c) he shall provide valid and up to date proof of his identity (including but not limited to copies of photographic identification and proof of residential address certified as true copies of the originals by a solicitor, notary or legal professional with equivalent standing in the Overseas Shareholder’s jurisdiction) and such other identification information as we shall require from the Overseas Shareholder as we may determine in our absolute discretion; and
· (d) he shall transfer Investment Funds for the subscription of Company Shares in accordance with the provisions set out on the site or per any direct written communication made by MartinCapital Pty Ltd and evidence the sources of such funds.
7.7 It is the responsibility of any Overseas Shareholder to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a subscription through the site and we reserve the right to refuse to issue shares to an Overseas Shareholder until the relevant subscription amount is received in full in AUD in the Company’s Holding E-wallet.
8.OUR FEES
8.1 The payments detailed in this clause will be payable to MartinCapital Pty Ltd as the owner of the site and Platform or as director of the Company as the case may be.
8.2 You will be charged an incorporation and administration fee of 1% of the total Deposit amount.
8.3 We (or a member of our group) will charge each Company a management fee of 10% of the monthly gross income earned by it.
8.4 You acknowledge that ancillary charges, costs or fees may be payable to third parties in connection with the Company and you acknowledge that such charges or fees are not associated with these Terms. You warrant to us that you will pay any such fees or charges on demand and will indemnify and hold MartinCapital Pty Ltd harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct MartinCapital Pty Ltd to deduct (as settlement) any sums payable by you to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any dividends) by the Company or any sale proceeds generated by the sale of your Company Shares.
8.5 MartinCapital Pty Ltd reserves the right to impose any further fee or charge for its services to a Shareholder in the future, and will do so by providing one months’ advance written notice by email or on the Platform of the proposed charges or fees and any variation of the same.
9.INVESTMENT MONEY
9.1 We accept payment by debit card, cryptocurrency and bank transfer in USD. Credit card payments are not accepted. All conversion or transfer fees in respect of currency exchanges shall be covered by us.
9.2 Investment Funds in respect of a Company will be held in a segregated E-Wallet. Please note that your funds are protected by the Financial Compensation Scheme.
9.3 Upon the asset acquisition becoming imminent, any funds held in the Company Holding E-wallet will be transferred to the relevant solicitors acting on behalf of the asset acquisition to complete the purchases.
9.4 Any remaining funds will be transferred to the Company E-wallet and used for costs and expenses associated with the daily operations of the Company.
9.5 You acknowledge that no interest will be paid on any sums in any E-wallet. To avoid bank charges being passed on to the Company, the Company may from time to time receive interest payments in respect of the E-wallet, which shall be donated to a charity of MartinCapital Pty Ltd’ choosing, and you agree and undertake that MartinCapital Pty Ltd shall be under no obligation to pass on such interest payments to you.
9.6 No interest shall be payable on any Investment Funds or other sums returned to you (either by cancellation or otherwise).
9.7 All payments made to you from time to time will be made to your Company E-wallet and such sums shall be held in your Company E-wallet on your behalf until you either (but subject to any restrictions in the articles of association of the Company):
· (a) re-invest the monies; or
· (b) request that such monies be withdrawn and paid to you via electronic bank transfer in accordance with the Terms.
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10.COMPANY ARTICLES AND THE AGREEMENT
10.1 You acknowledge that, as a consequence of becoming a Shareholder of a Company, you shall be subject to the provisions of the Company’s articles of association and the Agreement which will include certain restrictions on the Company Shares issued and certain rights and obligations will attach to such Company Shares and be binding on you.
11.WARRANTIES AND UNDERTAKING
11.1 You warrant to us that all information you provide to us from the moment you commence your application to become a Registered User is true, accurate and complete in all respects and that you will update us if any of the information you provide to us changes.
11.2 In respect of any Order or Investment, you agree and warrant that:
· (a) we are making no warranty or representation as to the ability of the Company to pay and their credit risk and we are not underwriting any debt or credit risk of the Company and will not be liable in any way;
· (b) you are investing entirely at your own risk, and by investing confirm, you have sought independent advice and conduct your own due diligence;
· (c) you agree to keep confidential and not to use, disclose or communicate any and all content of the site (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership to the site;
· (d) calculations or financial indications provided on the site are for guidance purposes only and are not guaranteed;
· (e) the information on the site does not constitute advice, recommendation or an endorsement of investment requests or investment vehicles. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest in a Company;
· (f) we make no representation or warranty as to the accuracy of any data displayed on a Company Pitch, the Platform, or site, nor whether it is up to date or error free; and
· (g) we do not guarantee that there will be sufficient bids to fully fund an investment in a Company or that there will be sufficient investments for you to invest in.
11.3 You further warrant to us that:
· (a) neither you nor any person for whom you may be vicariously liable, or any person or entity with any kind of interest in you, is engaged or involved in any of the following matters:
o (i) any litigation, administrative, arbitration or other proceedings
o (ii) any dispute with or, investigation, inquiry or enforcement
· (b) no Proceedings have been threatened or are pending by or against you or any person for whose acts you may be vicariously liable, and there are no circumstances likely to give rise to any such Proceedings;
· (c) neither you nor any person for whom you may be vicariously liable is affected by any existing or pending judgment, order, decision or ruling of any court, tribunal or governmental, regulatory or similar body, nor has it given any undertaking in connection with any Proceedings;
· (d) you will inform us immediately if the warranties above cease to be true;
· (e) you will keep the Company and us as appropriate indemnified against any losses, damages, costs, financial or otherwise that may be incurred as a result of your involvement in any of the matters noted in this clause 16 or act in manner that is negligent, careless or fraudulent and which gives rise to such matter and for this purposes will have adequate insurance cover in place for the purposes of the same.
11.4 If you or any person for whom you may be vicariously liable is affected by any Proceedings, or the threat of them, then MartinCapital Pty Ltd will take the appropriate steps to facilitate your exit from any and all Companies you are a Shareholder of, in accordance with the provisions of articles of association of those Companies.
12.TAXATION
12.1 You are responsible for any taxation payable in respect of any payments you receive from us, the site, or the Company you invest in and you warrant and will indemnify us against any taxes, charges or claims made against us in respect of the non-payment of your individual tax and other social security liabilities.
12.2 We do not provide tax advice and you should seek independent tax advice before investing if you are unsure of your position.
12.3 It is your own responsibility to ensure your tax returns are completed accurately and filed within the required deadlines and tax is paid correctly. If you are unsure of how to do this, you must seek independent financial advice before you invest through us. Each Company you invest in will be subject to payment of corporation tax. Returns you receive will be paid to you net of any corporation and other taxes applicable. Please also take independent tax advice in respect of any potential capital gains tax.
13.TERMINATING YOUR MEMBERSHIP
13.1 MartinCapital Pty Ltd may terminate these Terms at any time in the event that:
· (a) you breach any of the Terms;
· (b) You have been convicted of any criminal offence or otherwise are involved in any improper or immoral activities;
· (c) You are or become a politically exposed person;
· (d) You fail the checks required to be completed on you pursuant to the AML Laws.
13.2 In the event that these Terms are terminated pursuant to this clause, all costs incurred by MartinCapital Pty Ltd must be indemnified by the breaching party.
14.WRITTEN COMMUNICATIONS
14.1 You agree and confirm to us that you accept and authorise us to serve any written communication on you electronically on the Platform or using the email address associated with your Login Details.
14.2 You agree to these electronic means of communication in respect of the site and any Company you have invested in and you acknowledge that all contracts, notices, information, documents and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
14.3 The provisions of this clause do not affect your statutory rights.
15.VARIATION OF THESE TERMS
15.1 We have the right to revise and amend these Terms from time to time.
15.2 You will be subject to the policies and Terms in force at the time you apply to become a Registered User of the site as amended from time to time by MartinCapital Pty Ltd or any change to those policies or these Terms is required by law or (in which case it will apply to Orders previously placed by you. We will notify you of the change to those policies or these Terms before we confirm your membership as a Registered User of the site in which case we have the right to assume that you have accepted the change to the Terms.
15.3 It is your duty to ensure you keep up to date with changes to the Terms which we will keep updated on the site.
16.INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
16.1 We process information about you in accordance with our privacy policy (as displayed on the site). By using the site, you consent to such processing and you warrant that all data provided by you is accurate.
17.NO PARTNERSHIP OR AGENCY
17.1 Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
18.ASSIGNMENT
18.1 Your membership to MartinCapital Pty Ltd is non-transferable, and the provisions of the Terms shall not be assigned, transferred, charged or otherwise encumbranced without the written consent of MartinCapital Pty Ltd.
19.SEVERABILITY
If any provision or part-provision of the Terms or any provisions of any other document featured on the site become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
20.LANGUAGE
If the Terms are translated into any language other than English, the English language version shall prevail.