Reach Alternatives IM Ltd t/a Reach Alternative Investments (ACN 657 758 006)
Effective date: 15 June 2022
1.1. Welcome to https://www.reachalts.com.au/ or https://www.app.reachalts.com.au/ (the 'Website'). The Website provides ‘Wholesale Clients’, as defined in the Corporations Act 2001 (Cth) an investment platform, information and related services for investment in alternative assets (the 'Services').
1.2. The Website is operated by Reach Alternatives IM Pty Ltd (ACN 657 758 006) trading as Reach Alternative Investments. Access to and use of the Website, or any of its associated Products or Services, is provided by Reach Alternative Investments. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
1.3. Reach Alternative Investments has taken all reasonable care in producing all the information contained in the website including but not limited to reports, tables, maps, diagrams and photographs. However, Reach Alternative Investments will not be responsible for loss or damage arising from the use of this information.The contents of this website should not be used as a substitute for detailed investigations or analysis on any issues or questions the reader wishes to have answered.
1.4. You may not download information from our website or investor portal without our express permission.
1.5. To the extent to which this website contains advice it is general advice only and has been prepared by the Reach Alternative Investments for individuals identified as wholesale investors for the purposes of providing a financial product or financial service, under Section 761G orSection 761GA of the Corporations Act 2001 (Cth).
1.6. The information in this website is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking into account personal investment objectives, financial circumstances or particular needs. Recipients of this information are advised to consult their own professional advisers about legal, tax, financial or other matters relevant to the suitability of this information.
1.7. Any investment(s) summarised in this website is subject to known and unknown risks, some of which are beyond the control of Reach Alternative Investments and their directors, employees, advisers or agents. Reach Alternative Investments does not guarantee any particular rate of return or the performance, nor does Reach Alternative Investments and its directors personally guarantee the repayment of capital or any particular tax treatment. Past performance is not indicative of future performance.
1.8. All investments carry some level of risk, and there is typically a direct relationship between risk and return. We describe what steps we take to mitigate risk (where possible) in the investment documentation, which must be read prior to investing. It is important to note risk cannot be mitigated completely.
1.9. While the contents of this website is based on information from sources which Reach Alternative Investments considers reliable, its accuracy and completeness cannot be guaranteed. Data is not necessarily audited or independently verified. Any opinions reflect Reach Alternative Investments’ judgement at this date and are subject to change. Reach Alternative Investments has no obligation to provide revised assessments in the event of changed circumstances. To the extent permitted by law, Boutique Capital Pty Ltd, Reach Alternative Investments and their directors and employees do not accept any liability for the results of any actions taken or not taken on the basis of information in this website, or for any negligent misstatements, errors or omissions.
2.1. You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Reach Alternative Investments in the user interface.
3.1. In order to access the Services, you must first register for an account through the Website (the 'Account').
3.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification, details to satisfy 'Anti-Money Laundering and counter-terrorism financing' laws, contact details, among other things), including, but not limited to:
(i) Email address
(ii) Full legal name
(iii) Residential address
(iv) Birth date
(v) Identification number (passport or driver's licence)
(vi) Telephone number
(viiii) other personal information as required by Reach Alternative Investments from time to time.
3.3. You warrant that any information you give to Reach Alternative Investments in the course of completing the registration process will always be accurate, correct and up to date.
3.4. Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms.
3.5. You may not use the Services and may not accept the Terms if:
(i) you are not of legal age to form a binding contract with Reach Alternative Investments; or
(ii) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services (including note meeting the definition of Wholesale Client under the relevant legal definition); or
(iii) you do not meet the terms and conditions specified in relation to each Product.
4.1. As a Member, you agree to comply with the following:
(a) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Reach Alternative Investments of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(d) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Reach Alternative Investments providing the Services;
(e) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Reach Alternative Investments;
(f) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Reach Alternative Investments for any illegal or unauthorised use of the Website; and
(h) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
5.1. This Website and all works comprised in it are copyright and no part of it may in any form or by any means (including without limitation, electronic, mechanical, micro-copying, photocopying, recording, scanning or otherwise) be modified, reproduced, stored in a retrieval system, published, broadcast, distributed or transmitted without prior written permission of Reach Alternative Investments. All rights are reserved and no express or implied licence to use any part of these works is granted to any person without the express prior written consent of Reach Alternative Investments. Any implied licence to use any part of these works is expressly negatived.
5.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Reach Alternative Investments.
Reach Alternative Investments does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Reach Alternative Investments.
5.3. Reach Alternative Investments retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process)
5.4. You may not, without the prior written permission of Reach Alternative Investments and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
7.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
7.2. Subject to this clause, and to the extent permitted by law:
(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(ii) Reach Alternative Investments will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
7.3. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Reach Alternative Investments make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Reach Alternative Investments) referred to on the Website, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(ii) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(iii) costs incurred as a result of you using the Website, the Services or any of the products of Reach Alternative Investments; and
(iv) the Services or operation in respect to links which are provided for your convenience.
7.4 The terms and conditions relevant to any investment (including the strict confidentiality of such fund documents) are governed by the particulars given in the Information Memorandum and in the data room for the relevant fund.
8.1. Reach Alternative Investments' total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
8.2. You expressly understand and agree that Reach Alternative Investments, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
9.1. The Terms will continue to apply until terminated by either you or by Reach Alternative Investments as set out below.
9.2. If you want to terminate the Terms, you may do so by:
(i) providing Reach Alternative Investments with 30 days' notice of your intention to terminate; and
(ii) closing your accounts for all of the services which you use, where Reach Alternative Investments has made this option available to you.
Your notice should be sent, in writing, to Reach Alternative Investments via the 'Contact Us' link on our homepage. Any termination of Service / funds will be governed by the investment memorandum.
9.3. Reach Alternative Investments may at any time, terminate the Terms with you if:
(i) you have breached any provision of the Terms or intend to breach any provision;
(ii) Reach Alternative Investments is required to do so by law;
(iii) the provision of the Services to you by Reach Alternative Investments is, in the opinion of Reach Alternative Investments, no longer commercially viable.
9.4. Subject to local applicable laws, Reach Alternative Investments reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Reach Alternative Investments' name or reputation or violates the rights of those of another party.
9.5 Notwithstanding anything in this clause 9 or elsewhere, if you are a Unitholder in a feeder fund managed by Reach Alternative Investments, you may only terminate your holding in that fund in accordance with the terms of the relevant Trust Deed.
10.1 You agree to indemnify Reach Alternative Investments, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
(i) Within 15 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(ii) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Conflict Resolution Service or his or her nominee;
(iii) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(iv) The mediation will be held in Sydney, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
11.5. Termination of Mediation:
If 3 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
12.1. The Services offered by Reach Alternative Investments is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
13.1. The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
14.1. Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
15.1. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.