These terms and conditions contain important information, including disclaimers and limitations of liability, about your use of the Website.
1. Your acceptance of the Terms
a) These terms and the “Master ECM Terms” available on the AFMA website (com.au/standards/documents.html) (together, the Terms) govern your use of the Website and you investment in any Opportunities through the Website. Any capitalised words used in this document but which are not defined here have the meaning given to them in the Master ECM Terms. To the extent of any inconsistency between this document and the Master ECM Terms, this document prevails.
b) In accordance with these Terms, RM Markets PTY LTD ACN xxx xxx xxx (RM Markets, we, us, our) permits you (you, your, Investor) to:
- access and use the public elements of our website at 180markets.com.au (Website);
- make use of the Website by viewing and, potentially, Bidding on the Opportunities posted by Brokers through the Broker Portal which is operated by us (Service);
- view or interact with any content, information, communications, advice, text, or other material provided by us through the Website or Service (Content); and
- communicate with us.
c) You agree to be bound by these Terms by clicking the “I have read and accept RM Markets T&C’s” button, or by otherwise using, browsing or accessing any part of the Website or Service. If you do not accept these Terms, you must not use the Website or Service.
d) We may from time to time review and update these Terms, including to take account of changes to Applicable Laws, regulations, products or technology. Your use of the Website or Service will be governed by the most recent Terms posted on the Website. By continuing to use the Website or Service, you agree to be bound by the most recent Terms. It is your responsibility to check the Website regularly for updated versions of the Terms.
2. Changes to the Website or Service
The Website and Service are subject to change at any time without notice and may contain errors.
3. Nature of the Service
a) The Service will:
i. provide you, and other Investors, with access to information about Opportunities submitted by Brokers;
ii. enable you, and other Investors, to submit Bids to Brokers in respect of Opportunities;
iii. notify you if you receive an Allocation in respect of a Bid; and
iv. where you receive an Allocation, provide you with information about how to participate in the Opportunity and acquire the relevant financial products.
b) You acknowledge and agree that we do not act on behalf of Brokers in respect of Bids submitted through the Service and that the Service does not include the ability for Investors to complete trades with Brokers.
4. Becoming an Investor
a) You may apply to become an Investor by completing the online Investor Application Form and providing all required information. You agree to provide us with all information which we may require, in our sole discretion, to consider your application to become an Investor and to remain as an Investor, including any information which may be required in connection with the Anti-money Laundering and Counter-Terrorism Financing Act 2006 (Cth) or other Applicable Laws.
b) RM Markets may accept or reject your application in its sole discretion.
5. Bids made through the Service
a) We may assume the authenticity of any Bid or other instruction given or purportedly given through the Service by you or any person claiming to be your representative. We are not obliged to enquire into any authenticity of instructions received through the Service and you authorise us to act upon any instructions we reasonably believe to be authentic.
b) We reserve the right at all times to decline to allow you to submit a Bid through the Service without explanation or prior notice for reasons. This may include where we consider, in our sole discretion, that your Bid is ambiguous, incomplete or unclear or would result in a breach of Applicable Law.
c) We will inform you of any Bid declined in accordance with clause 5(b) as soon as reasonably practicable, subject to Applicable Laws.
d) We will use our best endeavours to pass on all Bids to the relevant Broker, but we do not guarantee we will do so, or do so by a certain time. The reasons for us not passing on a Bid, or not doing so by a certain time, may include where your Bid is contrary to these Terms or Applicable Law or where your Bid is ambiguous or unclear.
e) We may, in our sole discretion, impose restrictions or conditions on your ability, or the ability of Investors generally, to submit Bids, including Bids below or above thresholds we determine in our sole discretion.
f) Any Bid you place 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 in the Opportunity. Each such offer is made in favour of, and for the benefit of, us, the Broker and the Offeror.
g) By making a Bid, you are making each of the representations and warranties set out in these Terms, including the General Acknowledgement and General Foreign Jurisdiction Representation in the Master ECM Terms. Each of these representations and warranties is made to, and for the benefit of, us, the Broker and the Offeror.
h) You represent and warrant to, and for the benefit of us, the Broker and the Offeror, that you are a “wholesale client” within the meaning of the Corporations Act or, if you are outside Australia, that you are a person to whom financial services can be offered in the manner contemplated in these Terms under the laws of the jurisdiction in which you are located or resident.
i) Once a Bid has been passed on to a Broker, we accept no responsibility for any failure or delay by the Broker or Offeror to consider the Bid.
j) An Opportunity may cease to be available at any time. This may occur before or after you submit a Bid. If we receive notice from a Broker that an Opportunity ceases to be available, we will pass this notice on to you as soon as reasonably practicable.
6. Confirmation of Allocations
a) If the Broker confirms to us that you have received an Allocation in response to a Bid, we will provide you with a Confirmation. You acknowledge that your Allocation may be for a number of financial products equal to, or less than, the number specified in your Bid, including as a result of a Scale Back.
b) On receipt of a Confirmation, you must:
i. acknowledge, in the manner indicated on the Confirmation, your acceptance of your Allocation; and
ii. pay the amount specified in the Confirmation as directed, and by the time specified, in the Confirmation.
c) You agree to indemnify us for any costs, expenses, liability or loss we incur as a result of a failure by you to pay any amount payable under clause 6(b), including where we choose (in our sole discretion) to pay an equivalent amount to the Broker in respect of your Bid. To the extent that we do so, you acknowledge that you will have no right or interest in the Opportunity or the financial products to which it relates.
7. Responsibility for Opportunities
a) You acknowledge and agree that:
i. we do not recommend or endorse any Opportunities or other investments in or available through the Service, and we assume no responsibility or liability in relation to the quality of such Opportunities or investments;
ii. all information about an Opportunity is provided by the Broker identified as being responsible for that Opportunity;
iii. we assume no responsibility for any information submitted by a Broker in relation to an Opportunity and make no representation about its accuracy or completeness or the suitability of an Opportunity for you or for Investors generally;
iv. it is your responsibility to assess and research each Opportunity and determine its suitability for your purposes;
v. prior to placing a Bid, you have had an opportunity to, and have to the extent you consider necessary, obtained professional advice in relation to legal, financial, tax and investment matters in connection with the Opportunity;
vi. prior to placing a Bid, you have had access to information which you consider to be sufficient to enable you to conduct appropriate due diligence and make a decision in relation to the Opportunity based on your own circumstances.
b) To the greatest extent permissible by law, you further acknowledge and agree that we are not responsible (whether in contract, tort or otherwise) for any loss or damage caused or suffered by you to the extent that the loss or damage results from:
i. any defect in our computer systems, or any delay, fault, failure in or loss of access to the Service;
ii. telecommunications failure, delay, or interruption of or defective network or internet connections or services by a third party, including any defect in the Service or the Broker’s computer systems or any delay, fault, failure by the Broker;
iii. your incorrect operation of the Service;
iv. inaccuracy, error or omission in any material, data or information provided by you, a Broker or any other third party through the Service;
v. actions of third parties in respect of the Opportunity, including the Broker or the Offeror; or
vi. any delay, interruption, omission, failure, error or fault in your Bid being passed on to a Broker or being considered by a Broker, other than as a direct result of our fraud, wilful default or negligence.
8. Using the Website and Service
a) You agree to use the Website and Service in good faith in accordance with these Terms and Applicable Laws.
b) You will comply with any policies, procedures, operating rules and directions of RM Markets from time to time in relation to the operation of the Service, your access to the Website and Service and the manner of performance of your obligations under these Terms.
c) You are responsible for all activity through the Service, including any fraudulent, illegal or unauthorised dealings, which are attributable to your conduct. You release and discharge RM Markets from any liability in respect of such activity.
a) You or RM Markets may terminate these Terms immediately by giving the other party written notice if that party has materially breached these Terms.
b) RM Markets may terminate these Terms without cause by giving you 10 business days prior written notice.
c) You may terminate these Terms without cause by giving RM Markets written notice.
d) Upon termination of these Terms, you will no longer have access to the Website Service or Broker Portal, other than those portions of the Website which are publicly available. Any such use of the Website by you will continue to be subject to these Terms.
10. Third party information
a) The Website and Service incorporate Third Party Information.
b) RM Markets is not responsible for the Third Party Information and makes no representation as to the accuracy, reliability, timeliness or appropriateness of the Third Party Information.
c) Any recommendations or statements of opinion contained in the Third Party Information are those of the relevant third party and are not adopted by or attributable to RM Markets.
11. No recommendations
a) You acknowledge that RM Markets is not authorised to, and does not through the Website or Service, provide personal financial product advice (within the meaning of the Corporations Act).
b) All information provided on the Website or Service is, unless otherwise indicated, factual information and does not involve any recommendation or statement of opinion by RM Markets. Such information does not take into account your objectives, financial situation or needs and you should consider obtaining professional financial advice before making any investment decisions.
c) You acknowledge that:
i. any financial product advice provided through the Website or Service is solely prepared and provided by the relevant Broker;
ii. RM Markets has not in any way selected the content of any financial product advice set out in any communication or interaction regarding an Opportunity between a Broker and an Investor through the Website or Service, nor has it modified or otherwise exercised any control over the content of such financial product advice; and
iii. RM Markets does not endorse or otherwise assume any responsibility for any financial product advice set out in any communication or interaction between a Broker and an Investor through the Website, Service or otherwise.
iv. RM Markets does not accept any responsibility for any financial services provided to you by a Broker.
a) You acknowledge that you have been provided with access to our Financial Services Guide and the Financial Services Guides of each Broker who makes available an Opportunity through the website.
b) RM Markets may provide benefits to third parties in connection with the Website, App and Service, including:
i. distributors, such as accountants and other professional service providers, who refer Investors to us; and
ii. the Brokers.
13. Intellectual property
a) All intellectual property rights (including copyright and patents) in the Website and Service, and all components of them, are owned or licensed by us unless otherwise indicated. You must not copy, modify or transmit any part of the Website or Service, except as permitted in these Terms.
b) The Website and Service contain trademarks, logos, service names and trade names of RM Markets or third parties that may be registered or otherwise protected by law. These include the RM Markets logo. You are not permitted to use any trademarks, logos, service names or trade names appearing on the Website or Service.
c) We grant you a non-exclusive and non-transferable licence to use the Website and the Service, for your own personal use. You may not download (other than page caching) or modify the Website, the contents of the Service or any portion them.
15. Your Content
a) Subject to certain restrictions and limits outlined in this clause and clause 16, the Website and Service may allow you to upload, post, link to, store, communicate, send or transmit content (Your Content) on the Website or via the Service.
b) You grant to us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, modify, reproduce, adapt, communicate, display, perform and distribute Your Content in relation to and only for the purpose of our operation of the Website and Service.
c) You represent and warrant that Your Content does not infringe any third party intellectual property rights and that you own or otherwise control all of the rights to the content or that you have obtained all necessary authorisations and consents to post, link to, store or communicate Your Content and to grant us the rights in clause 15(b), that Your Content is accurate, that the use of Your Content does not violate these Terms and will not cause any loss or injury to any person. You agree to be solely responsible for any of Your Content that you post to the Website and through the Service.
d) RM Markets has the right, but not the obligation, to monitor any Content (including Your Content) made available on the Website or Service. We reserve the right, in our absolute discretion, to block, modify or remove any Content (including Your Content) without notice, and will not be liable in any way for possible consequences of such actions.
e) If you have a complaint regarding any Content, our sole obligation will be to review any written complaint notified to us and, if we see fit, in our sole discretion, to modify or remove the particular Content.
16. Prohibited uses
In using the Website or Service, you must not engage or attempt to engage in any activities that:
a) violate any applicable local, state, federal or international law including, without limitation the Spam Act 2003 (Cth), Copyright Act 1968 (Cth), principles of law or equity established by decisions of courts and statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a government agency;
b) result in the placement, posting, uploading of, linking to, sending, storing or otherwise communicating or distributing in any way content that is (or is likely to be considered) inappropriate, defamatory, abusive, profane, infringing, obscene, indecent, obscene, or unlawful material or information;
c) violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, Confidential Information, electronic fraud, invasion of privacy, pornography, obscenity or libel);
d) interfere with or disrupt any other third parties (including other users of the Website or Service), equipment, functions, features, the Website or Service;
e) introduce or allow the introduction, transmission, distribution or uploading of any, virus or other potentially harmful programs, materials, information or malicious code into the Website or Service or any related network;
f) use any device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website or Service or their contents;
g) involve distribution of unsolicited advertising or chain letters, repeated harassment of other users or third parties, impersonating another user, falsifying a users’ network identity for improper or illegal purposes, gaining unauthorised access to any parts of the Website or Service, sending unsolicited bulk emails or calls, continuing to send someone emails after being asked to stop and using a network to gain unauthorised entry to any other machine accessible via a network;
h) involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;
i) gain unauthorised access to the Website or Service;
j) disrupt, impair, alter or otherwise interfere with the functions, features, Content of the Website or Service; restrict or inhibit any other visitor from using the Website or Service, including, without limitation, by means of “hacking” or defacing a portion of this Website or, Service;
k) express or imply that statements you make are endorsed by RM Markets, without RM Markets’s prior written consent;
l) modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Website or Service to a human-perceivable form;
m) remove any copyright, trademark or other proprietary rights notices contained in the Website or Service;
n) harvest or collect information about this Website’s visitors or members without their express consent;
o) are commercial, including selling, modifying, displaying, distributing or otherwise using any Content, in whole or in part, for any public or commercial purpose without RM Markets’s prior written consent, marketing, advertising or promoting goods or services, collecting and using any product lists or pricing for the benefit of other merchants, or re-selling, sublicensing or translating the Website or Service;
p) use any meta-tags or any other “hidden text” utilising RM Markets’s name or RM Markets Content without RM Markets’s express written permission;
q) frame the Website, or utilise framing techniques on any part of the Website, without RM Markets’s express written permission; or
r) provide access to the Website or Service to persons who are not Investors.
17. Registration and Login
a) Certain parts of the Website and Service are only accessible to Investors who have “logged in”.
b) While you are an Investor, you represent and warrant that you are the person identified in the Application Form and that all information you have supplied to us in connection with your use of the Website and Service is and remains true and correct.
c) When using the Website or Service, you are responsible for maintaining the confidentiality of your login details and for restricting access by third parties to your account. You agree to be liable if your login details are used by an unauthorised person and are fully responsible for all activities that are conducted under your membership. If you believe that any of your login details have been compromised, lost or misplaced, you must contact us immediately by email at email@example.com. You must exercise particular caution when accessing the Website or Service from a public or shared computer or mobile device so that others are not able to view or record your login details or other personal information.
18. Disclaimer of warranties and limitation of liability
a) You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.
b) Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (ACL), or any other Applicable Law, that cannot be excluded, restricted or modified by agreement.
c) To the extent permitted by law (including the ACL), RM Markets excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Website or Service, quality, completeness, accuracy, suitability, acceptability or fitness for purpose in relation to the Website or Service including Content, all links to or from the Website or Service and the goods and services advertised or accessible using the Website or Service. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Website or Service. We will not be liable in the event that the Website or the full functionality of the Service is unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.
d) To the extent permitted by law (including the ACL), RM Markets excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL) in relation to financial services provided by Brokers through the Website or Service.
e) We do not guarantee the delivery of communications over the internet as such communications rely on third party service providers. The exchange of information electronically is vulnerable to interception by third parties and we do not guarantee the security or confidentiality of information available through the Website or Service nor the security of the Website or Whilst we strive to protect information transmitted via the Website and Service, any such information is transmitted at your own risk.
f) To the extent permitted by law (including the ACL), RM Markets’s liability in respect of any non-excludable warranties or conditions relating to the Website or Service including Content, all links to or from the Website or Service and the goods and services advertised or accessible using the content is limited to resupplying the relevant Website or, Service or the reasonable cost of resupplying the relevant Website or Service, whichever RM Markets sees fit to provide.
g) For all other claims or liability, and to the extent permitted by law, the maximum liability of RM Markets and its employees, agents or contractors for any loss, damage, claim, cost or expense whatsoever arising out of or in connection with these Terms, the Website or Service , all links to or from the Website or Service and the goods and services advertised or accessible using the Website or Service will be the amount of any Membership Fee received from you in the preceding 12 months in the aggregate of all claims.
h) Except where RM Markets fails to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms, RM Markets will not be liable to you for:
i. any damage, loss or expense resulting from or caused by:
1. any act of RM Markets which was carried out in good faith (notwithstanding that such act may have been in breach of these Terms or negligent);
2. your investment decisions and any Bidding on Opportunities by you, regardless of whether they were made in light of Content available on the Website or Service;
3. fluctuations in the value of Opportunities;
4. any act or omission of any third party;
5. any inaccurate or incorrect Third Party Information;
6. any inaccurate or incorrect information in Your Content or otherwise provided by you;
7. any event or circumstance beyond RM Markets’s reasonable control including, without limitation, a Force Majeure Event; and
8. any breach of these Terms, negligence, default, fraud or dishonesty by you;
ii. any direct or indirect lost profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not.
You agree to indemnify RM Markets in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings incurred howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:
a) any breach of these Terms by you;
b) your use of the Website or Service and Your Content (as applicable); and
c) your communications with RM Markets or Brokers.
20. Jurisdiction and law
These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter.
Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.
22. Third party beneficiary
You agree that, in respect of a Bid, Allocation and Confirmation, the Broker and Offeror are third party beneficiaries of these Terms, with all rights to enforce all relevant provisions as if they were a party to these Terms.
23. Contacting RM Markets
In these Terms unless the context requires otherwise:
Allocation has the meaning given to that term in the Master ECM Terms and relates to the number of financial products allocated to you in response to your Bid, as set out in your Confirmation.
Applicable Law means the Corporations Act 2001 (Cth), and any other statute, statutory instrument or general law that is applicable to a party in connection with these Terms, including ASIC Policy;
ASIC means the Australian Securities and Investments Commission established under the Australian Securities and Investments Commission Act 2001 (Cth) and its successors;
ASIC Policy means regulatory guides, legislative instruments and class orders issued by ASIC;
Bid has the meaning given to that term in the Master ECM Terms and includes a binding and irrevocable offer by an Investor to acquire financial products of a particular value in connection with an Opportunity, on the terms specified in the Opportunity;
Broker means a person who has been accepted by us as a “Broker” for the purpose of the Service;
Business Day means a day other than Saturday or Sunday on which banks are open for general banking business in Melbourne;
Confidential Information means all information belonging or relating to RM Markets and/or the Service, whether oral, graphic, electronic, written or in any other form, that:
a) is or should reasonably be regarded as, confidential to RM Markets; or
b) is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms;
25. Confirmation means a confirmation from us to you in relation to the number of financial products allocated to you by the Broker in respect of your Bid.
Content means any content made available on the Website or Service;
Force Majeure Event means any act, event or cause including:
a) an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;
b) an action or inaction of a government agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or
c) breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material, to the extent that the act, event or cause directly or indirectly results in a party being prevented from or delayed in performing one or more of its obligations under these Terms and that act, event or cause is beyond the reasonable control of that party;
26. Investor means a user who has subscribed for access to the Service in accordance with these Terms and whose application was accepted under clause 4(a);
27. Investor Application Form means the application form to become an Investor made available on the Website or Service by RM Markets, from time to time;
28. Master ECM Terms means the “Master ECM Terms” available on the AFMA website at www.afma.com.au/standards/documentation.html and which are incorporated into and form part of these Terms.
29. Month means a period extending from a date in one calendar month to the corresponding date in the following month;
30. Opportunity means an opportunity to purchase financial products (such as shares through an initial public offering or placement) which has been submitted for inclusion in the Service by a Broker;
31. Personal Information means your name, address, date of birth, credit card details, RM Markets login details and any other information you have entered into the Service about yourself which the Service identifies as “personal information”;
32. Scale Back means, in respect of a Bid for an Opportunity, a reduction in the amount of financial products available to an Investor;
33. Service has the meaning given in clause 1(b)(ii);
34. Third Party Information means information supplied by a Broker, another Investor or a third party and incorporated into the Website or Service, including:
a) information about Opportunities, including information obtained from ASX Limited and information submitted by Brokers;
b) research and analysis in relation to Opportunities; and
c) content provided by other Investors; and
35. Your Content means the content uploaded, posted, linked to, stored, communicated, sent or transmitted on the Website or via the Service in accordance with clause 15(a).
In these Terms unless the context requires otherwise:
a) the singular includes the plural and vice versa;
b) a gender includes the other genders;
c) the headings are used for convenience only and do not affect the interpretation of these Terms;
d) other grammatical forms of defined words or expressions have corresponding meanings;
e) a reference to a document includes the document as modified from time to time and any document replacing it;
f) a reference to a party is to a party to these Terms and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
g) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
h) the word “person” includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any body or entity whether incorporated or not;
i) the word “month” means calendar month and the word “year” means 12 months;
j)the words “in writing” include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
k) a reference to a thing includes a part of that thing;
l) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
m) wherever “include”, “for example” or any form of those words or similar expressions is used, it must be construed as if it were followed by “(without being limited to)”;
n) money amounts in these Terms, the Website and Service are stated in Australian currency unless otherwise specified;
o) a reference to time is to Melbourne, Australia time;
p) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body;
q) any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately; and
r) any agreements, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and separately.