This PUA is between the person registering for a user account ("User”), any entity that the User represents ("Entity”) and BlueSana Pty Ltd (ABN 15 661 711 977) (“BlueSana”). In this PUA, the User and Entity are collectively referred to as “You”.
BlueSana operates an internet platform designed to present, to Permitted Investors (as defined in clause 3, below), a selection of investment opportunities in businesses and organisations allocating financial resources towards projects, initiatives, and technologies that aim to mitigate the impacts of climate change and/or promote the transition to a low-carbon, sustainable economy (“Platform”).
Permitted Investors are those Investors that meet the following criteria and are not Excluded Investors:
Australia: a person who is a ‘wholesale client’ as defined in section 761G of the Corporations Act 2001 (Cth). By accepting the terms of the PUA You represent and warrant that You and or your Entity are a ‘wholesale client’. Should You proceed with any investment opportunity identified on the Platform You will need to satisfy the ‘wholesale investor’ requirement prior to making your investment.
Outside Australia: if You are outside Australia, a person to whom an invitation or offer to subscribe for shares, and any issue of such shares is permitted by the laws of the jurisdiction in which You are situated without the need for any registration, lodgement or other formality.
Excluded Investors are those Investors that are a:
US Person as defined in Regulation S under the Securities Act of 1933 (United States of America); or
Person, entity or resident subject to any sanctions implemented under the Charter of the United Nations Act 1945 (Cth) or the Autonomous Sanctions Act 2011 (Cth).
BlueSana may revise the PUA at any time. Notice of any change to the terms of the PUA will be given on the Platform.
BlueSana is a Corporate Authorised Representative (CAR No 1308973) of Avenir Capital Pty Ltd (ACN 150 790 355) (“Avenir”). Avenir holds an Australian Financial Services Licence (AFSL 405469).
In order to access the Platform, You are required to register an account with BlueSana (“User Account”).
In order to create a User Account, You are required to provide BlueSana with:
Your registration information such as your name, address, email address, phone number and location (or if a corporate entity your nominated persons registration information);
A username and password.
You warrant that the registration information You provide to BlueSana is accurate, and will be kept accurate and up to date.
You understand that by supplying BlueSana your address, email address and phone number, You may receive regular emails, newsletters, telephone calls or SMS updates from BlueSana. If You do not wish to receive updates You may contact us at contact@bluesana.com.au
We collect information from You for the purposes of providing You with the services available through our Platform. We do this through obtaining information from You and we hold it and disclose it in accordance with our Privacy Policy.
By registering for a User Account, You represent and warrant to BlueSana that:
You have the right, authority and capacity to agree to and abide by the terms of the PUA;
You are a Permitted Investor and are not an Excluded Investor;
If You are the User who is registering with BlueSana in an individual capacity and not on behalf of an Entity, the User agrees to the terms of the PUA;
if You are registering on behalf of an Entity, the User is duly authorised to be capable of binding the Entity to the PUA, and that both the User and the Entity have agreed to the terms of the PUA; and
You will use the Platform in a manner consistent with any and all applicable laws, regulations and the PUA.
You agree not to share your User Account with any other person (except with the officers or employees of the User’s entity for the legitimate needs of the User’s entity’s business) and to notify BlueSana following any unauthorised use of your User Account.
BlueSana reserves the right to remove your User Account or close your access to the Platform for any reason whatsoever, including (but not limited to) if it is found that You are not a sophisticated or professional investor or a wholesale client or the information You provide is considered to be incorrect, not current, false, misleading or deceptive, offensive or does not comply with applicable laws, standards or regulations.
BlueSana reserves the right to charge Users a platform user fee, however, any such fees are presently waived by BlueSana.
By accessing the Platform and agreeing to the terms of the PUA You:
acknowledge and agree that neither BlueSana nor Avenir are offering to issue, sell or deal in any financial product, nor are they purporting to give You any advice, whether general or specific, with respect to any financial product shown on the Platform;
represent and warrant that in making any investment of which You became aware via the Platform You will not rely on any representation or warranty made by BlueSana or any of its related entities and that You are capable of undertaking Your own due diligence and assessing the risks of any investment and that You will consult with your tax, legal and/or financial planning advisors before making a decision to invest;
acknowledge and agree that the issuer of any financial product shown on the platform (“Issuer”) is solely responsible for the accuracy and sufficiency of any information made available on the Platform;
acknowledge and agree that BlueSana may charge and retain as its own Issuer fees related to their use of the Platform, including a fee contingent upon the completion of any investment by an Investor or any of its related entities, including as a percentage of the amount of such investment;
acknowledge and agree that links to third party websites on the Platform are provided solely for your convenience.If You use these links, You leave the Platform. You further acknowledge and agree that BlueSana does not monitor and may not have reviewed any of these third party websites and does not control and is not responsible for these websites or their content or availability. BlueSana therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If You decide to access any of the third party websites linked to the Platform, You do so entirely at your own risk;
acknowledge and agree that investing in early stage securities is a high risk strategy which means You can potentially lose all the money You invest;
agree to confirm in writing the details of any participation by You in any offering made by an Issuer on the Platform, including but not limited to the date, the number of shares purchased, and the total amount paid. You agree to provide such confirmation within 14 days of a request in writing from BlueSana to You; and
irrevocably authorise BlueSana to access any shareholder data relating to You and your participation in any offering made by an Issuer on the Platform.
By accessing any part of the Platform dedicated to a particular offering by an Issuer including any information in a private data room (“Asset Page”), You recognise and acknowledge the competitive value and confidential nature of all the information on the Asset Page ("Confidential Information”) and agree that all information available on the Asset Page is confidential for the benefit of both BlueSana and the Issuer. For the avoidance of doubt, Confidential Information does not include information which is generally known to the public or is in the public domain other than as a result of a breach of confidentiality.
You agree that You will keep the contents of each Asset Page confidential and take all reasonable steps to protect the confidential nature of the Confidential Information, and that You will not cause or permit the release, reproduction, or disclosure of Confidential Information to any other party in any way other than:
with the prior written consent of the Issuer and BlueSana; or
to your legal, tax, accounting or financial advisors for the purposes of obtaining advice about the potential investment and only in circumstances where the recipient acknowledges the confidential nature of the information and agrees to keep it confidential.
Unless otherwise stated, the copyright and other intellectual property rights in all material on the Platform (including without limitation photographs and graphical images) are owned or licensed by BlueSana (or its licensors).
You retain ownership of the intellectual property rights (things such as copyright or trademarks) in any such content that You create and share on the Platform. However, to provide our services, You grant BlueSana a non-exclusive, transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your content.
You agree that You are capable of undertaking your own due diligence on any Investment shown on the Platform, and that You are solely responsible for the selection and engagement of your own legal, tax, accounting or financial advisors, at your own cost. You agree that BlueSana provides You with no advice in relation to any investment, and that any decision to invest or not invest is solely your own. Accordingly, BlueSana disclaims any and all liability arising directly or indirectly from any investment decision You take in relation to any investment shown on the Platform.
You release BlueSana and its officers, contractors and employees from all sums of money, accounts, claims, actions, proceedings, demands and expenses which You at any time have or had against BlueSana and or its related entities arising out of the Platform or your use of the Platform and anything done or omitted to be done by You or any other party in respect of the Platform or compliance with any laws.
You indemnify BlueSana from: any losses incurred by BlueSana; all liabilities incurred by BlueSana; and all costs actually payable by BlueSana to its own legal representatives (whether or not under a costs agreement) and other expenses incurred by BlueSana in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); in connection with: a breach of the PUA by You; your investment with any Issuer; anything done or omitted to be done by You or others in connection to your use of the Platform; the failure to comply with any laws by You or others; or any acts or omissions of You or your agents, employees or contractors.
You will hold harmless BlueSana, its officers, contractors and employees and will indemnify those parties jointly and severally against any claim, demand or loss which may be suffered arising, in any way whatsoever, from any investment made in a financial product issued by an Issuer which You were introduced to via the Platform.
Subject to any liability which cannot be excluded under the relevant laws, BlueSana disclaims all liability to any person relying on the information contained on the Platform in respect of any loss or damage (including consequential loss or damage), however caused, which may be suffered or arise directly or indirectly in respect of such information.
Information on the BlueSana Platform is for general information only, and has not been prepared taking into account any person’s objectives, financial situation or needs. Unless otherwise clear from its context, the information contained on the BlueSana Platform is not intended to be relied upon as a forecast and is not a recommendation, offer or solicitation to buy or sell any securities or to adopt any investment strategy, nor is it investment advice.
Past performance is not a reliable indicator of future performance. Any forwarding-looking statements or forecasts are based on reasonable assumptions, but cannot be relied upon as guarantees or representation as to what future performance will actually occur. Unless otherwise specified, the information contained on the BlueSana Platform is current as at the date indicated on the information and all amounts are in Australian Dollars (AUD).
You agree that this Agreement and your use of the Platform does not give rise to any relationship of agency as between You and BlueSana. You agree that this Agreement does not appoint either party as the agent, partner or legal representative of the other for any purposes whatsoever, and neither party shall have any express or implied right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party. You agree that this Agreement does not create any relationship of trust or fiduciary duty as between You and BlueSana.
Governing Law: This Agreement is governed by and interpreted in accordance with the laws of New South Wales and each party submits to the exclusive jurisdiction of New South Wales.
Assignment: You cannot assign or otherwise transfer your rights under this Agreement without the prior written consent of BlueSana. BlueSana may, at any time, assign its rights and obligations under this Agreement, including to a related entity or in connection with any transaction including in relation to a sale of assets, merger, acquisition, reorganisation, insolvency, or by operation of law.
Entire Agreement: This Agreement constitutes the entire agreement of the parties relating to this Agreement and supersedes all prior understandings, negotiations, agreements, written or oral, express or implied, in relation thereto.
Severability: Every clause and sub-clause of this Agreement will, where the context permits, be severable from every other without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.
Waiver: A waiver by one party does not prejudice its right in respect of any subsequent breach of this Agreement by the other party. A party does not waive its rights under this Agreement because it grants an extension or other forbearance to the other party.
