Terms and Conditions

These Terms and Conditions (“Terms”) are provided by Blue Horseshoe Ventures Pty Limited (“Blue Horseshoe, we, us or our”), a Corporate Authorised Representative (Number: 001292856) of International Pacific Capital Limited (AFSL Number: 225936).

Important Notice:
In order to become a wholesale client of Blue Horseshoe, you must provide personal information and billing details relevant to the provision of our Services. You represent, warrant and undertake that you are over the age of eighteen (18) and acting for your own account. You further warrant that in obtaining our Services, you will provide us with accurate and up-to-date information and are complying with all laws to which you are subject.

Warning:

Any advice provided by Blue Horseshoe can involve financial and other risks. Before considering and acting on any advice provided by Blue Horseshoe, you should:

  1. seek professional legal, taxation and financial advice to determine whether acting on any of the advice provided by Blue Horseshoe is appropriate for you. Please note that any information or general financial product advice that we give you does not take into account your financial situation, needs or personal objectives. In particular, we do not give you personal advice about whether you should invest in financial products. You must consider the appropriateness of the investment having regard to your own financial situation, needs or personal objectives; and
  2. carefully consider the potential benefits and the risks involved in acting on any advice provided by Blue Horseshoe.

General Advice Warning: Please note that any advice given by Blue Horseshoe is GENERAL advice, as the information or advice given does not take into account your particular objectives, financial situation or needs. You should, before acting on the advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant or applicable documents provided by the product issuer.

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

1. Application

1.1 These Terms govern:

  1. our dealings with you in providing our Service as stated in clause 4 of these Terms; and
  2. your access and use of our Website.

1.2 You must read these Terms in their entirety and seek professional advice. You should also familiarise yourself with and, where applicable, take advice on the laws and regulations applicable to your dealings with Blue Horseshoe in the place of your domicile/residence and, if applicable, all other relevant jurisdictions.

2. Application for An Account

2.1 The Terms are comprised of the following documents:

  1. these Terms, including the Appendices;
  2. the Master Equity Capital Market (“ECM”) Terms (available on the AFMA website https://afma.com.au/standards/standard-documentation); and
  3. Privacy Statement (available at bluhorseshoe.com/privacy-policy.html).

2.2 To sign up for an Account, you must complete the application form, provide the requested information and accept the terms and conditions contained in these Terms. We will verify your ID and qualification as a Wholesale or Professional Investor. We, in our sole discretion, will decide whether to accept an application.

2.3 You guarantee that you are a Wholesale Client under section 761G of the Corporations Act 2001 (Cth) pursuant to one of the options outlined in Appendix A.

2.4 By clicking the “I have read and agree to the Terms and Conditions” button, or by otherwise using, browsing or accessing any part of the Website, you confirm that you accept these Terms.

2.5 If we accept your application, we will provide the Services outlined in clause 4 of these Terms.

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

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

3. Term

3.1 The Terms commence when we accept your application and continues until it is terminated in accordance with clause 9.

4. Our Services

4.1 We are authorised to provide financial product advice and deal in a financial product (by applying for, acquiring, varying or disposing of) on behalf of another person, in respect of securities.

4.2 Our Service includes:

  1. providing you with information in relation to Investment Opportunities posted by Brokers;
  2. enabling you to submit your bids to Brokers in relation to various Investment Opportunities;
  3. where you receive an allocation in respect of a bid, notification of the allocation; and
  4. providing you with information on how to participate in the Investment Opportunity and acquire the relevant financial products.

4.3 You acknowledge and agree that we do not act on behalf of any Broker in respect of any bid submitted through the Website and our Services do not allow our clients to complete trades with any Brokers.

5. Bidding

5.1 By submitting a Bid, you are entering into an arrangement where:

  1. you irrevocably agree to acquire any allocation you may receive through submitting a Bid (full or partial) on the Terms of Confirmation and to the extent applicable, the Master Equity Capital Market Terms (“Master ECM Terms”) available on the AFMA website at: https://www.afma.com.au/standards/standard-documentation;
  2. you represent that when you submit a Bid, you will have sufficient funds to pay for the full bid amount at the time the Bid is firm, and at the time the Bid is settled;
  3. you warrant that all information provided by you in a Bid is complete and correct and is not misleading. You agree that we may rely on that information unless and until we receive signed written notice of any change to the information from you through our communication channels provided on our website. Any such varied information will be covered by this warranty;
  4. you warrant that you have full power and authority to enter this Bid and exercise the rights to perform the obligations under the Terms of Confirmation and to the extent applicable, the Master ECM Terms.

5.2 We reserve the right to decline your Bid, in our sole discretion, without explanation or prior notice. This may include where we consider your Bid ambiguous, incomplete or unclear or would result in a breach of law. We will use our best endeavours to pass on all Bids to the relevant Broker, but we do not guarantee we will do so, or do so by a certain time.

5.3 We may, in our sole discretion, impose restrictions or conditions on your ability to bid.

5.4 Any Bid you submit through the Website is a binding and irrevocable offer to acquire the financial products specified in the bid, in accordance with these Terms and any additional terms specified by the Broker. Each offer is made in favour of, and for the benefit of, us, the Broker and the offeror of the financial products.

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

6. How we are paid Fees

6.1 We are remunerated via the Brokers and/or the offeror companies based on the number of Bids completed through our services.

6.2 You are not charged a fee for our Services.

7. Undertakings and Acknowledgments

7.1 You undertake that throughout the term of these Terms you will promptly:

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

7.2 You understand and accept that unless otherwise agreed by Blue Horseshoe in writing, any change to any aforesaid information may not take effect until five (5) Business Days after the actual receipt by Blue Horseshoe of the relevant written notification.

8. Indemnity and Exclusion of Liability

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

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

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

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

Indemnity

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

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

You agree to pay amounts due under this indemnity on demand from us.

8.5 This indemnity survives any termination of these Terms.

9. No Warranty

9.1 We cannot guarantee that our Website will be available at all times or that it will be free from delays, interruptions and errors; the exclusions in the previous paragraph will extend to any claims relating to the functionality or availability or otherwise of our Website at any time or for any period.

9.2 All information on our Website may be changed, supplemented, deleted or updated without notice to you and at our sole discretion.

9.3 We cannot guarantee that our Website will be available at all times or that it will be free from delays, interruptions and errors; the exclusions in the previous paragraph will extend to any claims relating to the functionality or availability or otherwise of our Website at any time or for any period.

10. Discontinuance

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

11. Communication via the Website

11.1 You acknowledge that any feedback, requests or comments you made via our Website to will not be considered confidential or proprietary, and we are entitled to use, communicate, reproduce, publish, display, distribute and exploit such comments in any manner.

12. Linked websites

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

  1. Brokers and product issuers;
  2. data feeds from other service providers in relation to ASX data, charts and tables such as the IRESS platform;
  3. RSS news feeds from various publishers; and
  4. specific media new feeds from our partner providers.

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

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

13. Copyright

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

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

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

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

13.5 This clause survives termination of these Terms.

14. Termination

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

15. Amendment

15.1 We may amend these Terms from time to time and at our sole discretion. Your continued usage of the Website and our Services provided through the Website after any changes to these terms of use will mean you accept those changes.

16. Applicable Law

16.1 These Terms are governed by and construed in accordance with the laws in force in New South Wales, Australia.

17. Privacy

17.1 We have a Privacy Policy governing the use of information collected from or provided by you via the Website. We collect, use, hold, handle and/or disseminate your information in a way that is at all times compliant with the Privacy Act 1988 and its provisions. You can access our Privacy Policy here: bluhorseshoe.com/privacy-policy.html.

17.2 We collect personal information about you in order to enable you to access and use the Website, open an Account, to provide our Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy. If you do not provide the information requested by us, we may not be able to provide our Services to you. We may disclose that information to third party service providers who help us deliver our Services or as required by law. In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.

17.3 Our Privacy Policy contains further information about:

  1. how we store your personal information;
  2. how you can access and seek correction of your personal information;
  3. how you can make a privacy-related complaint; and
  4. our complaint handling process.

17.4 By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.

Electronic Verification

17.5 When opening an Account, we will ask you to provide your personal information (including, but not limited to, your name, address and date of birth) and details of your identification documents. This information will be passed on to external organisations in order to electronically verify your information. We have an arrangement with Frankie Financial Pty Ltd who completes electronic verification our behalf.

17.6 The external data sources used to verify your identity include:

  1. Credit information files held by Experian Pty Ltd (this is only to confirm your identity and is not a credit check);
  2. Identification data held by Equifax;
  3. Publicly available information such as electoral rolls, etc.; and
  4. Information held by the official record holder via third-party systems (i.e. Passport Office).

17.7 This clause 17 will survive termination of these Terms.

18. Definitions

18.1 Bid has the meaning given to that term in the Master ECM Terms and includes a binding and irrevocable offer by you to acquire financial products of a particular value in connection with an Investment Opportunity, on the terms specified in an Investment Opportunity.

18.2 Blue Horseshoe means Blue Horseshoe Ventures Pty Ltd.

18.3 Broker means a person who has been accepted by us as a Broker for the purpose of our Services.

18.4 Investment Opportunity means an opportunity to purchase financial products (securities) which has been submitted for inclusion in the Service by a Broker.

18.5 Service means our Service as defined in clause 4.2.

18.6 Terms of Confirmation means the written conditions of the Bid contained in the confirmation email and/or the placement confirmation letter sent by Blue Horseshoe upon a client’s confirmation to place a Bid.

18.7 Website means bluhorseshoe.com/

Appendix A – Wholesale Client Qualification

As part of completing your application form, Blue Horseshoe will qualify you as a Wholesale Client as defined by Chapter 7 of the Corporations Act 2001. There are two options for qualification as detailed below.

Option 1:

Wealth or Income Test – You have:

  1. gross income of $250,000 per annum (gross) for the last 2 financial years; or
  2. net assets greater than $2.5 million;

    where the product/service is not provided in connection with a business.

    An appropriately qualified accountant must certify in a letter that you satisfy this criteria. The certification must be no more than six (6) months old at the time the offer of the securities is made.
Option 2:

Professional Investor Test – is an entity where one or more of the following apply:

  1. is a financial services licensee; or
  2. controls at least $10 million (including any amount held by an associate or under a trust that the person manages); or
  3. the person is a listed entity, or a related body corporate of a listed entity.

If qualifying under this criteria, you will need to submit written confirmation by a Director where the client is a Corporation (or the Trustee where the client is a Trust).