Legal

TERMS AND CONDITIONS

Introduction

• These terms of use (“Terms of Use“) and our Privacy Policy constitute our agreement with you as a User and govern the use of the service provided through the platform (“Platform“) operated at www.peerestate.com.au (“Site“) by Peer Estate.
• The term “Peer Estate“ includes Peer Estate Pty Ltd and its Related Bodies Corporate (as that term is defined in the Corporations Act 2001 (Cth)) and their manager, Arch Finance Pty Ltd ACN 137 960 046 as trustee of the Arch Finance Unit Trust (together, “Peer Estate”), all of which are represented in the domain name www.peerestate.com.au.
• Please read the terms carefully before using the Site. Using the Site indicates that you have read, understood, and agree to be bound by the Terms of Use. The Agreement shall continue thereafter unless and until it is terminated in accordance with our Termination provisions.
• The Terms of Use may be changed from time to time by us without notice. It is your responsibility to check these Terms of Use from time to time to ensure that you agree with them, and your continued use of the Platform after any change to these Terms of Use will be deemed to be your acceptance of the change.

Disclaimer of Liability

• To the maximum extent permissible by law, you release Peer Estate and hold Peer Estate harmless in respect of all liability, including for negligence, to you or any person in respect of anything and the consequences of anything done or omitted to be done by you or any person in whole or partial reliance on all or any part of the information accessed at or through this Site.
• Peer Estate makes no representations or warranties of any kind, either express or implied, including (without limitation) warranties accuracy or completeness of any information or non-infringement of intellectual property.
• Whilst all reasonable care has been taken in providing this information, Peer Estate:
  • does not warrant the accuracy and completeness of information accessed at or through this Site; and
  • does not accept any responsibility for any action taken in reliance thereon by any party who views the contents of or uses this Site.
• Peer Estate may make changes to the materials at this Site at any time without notice. The materials at this Site may be out of date, and Peer Estate makes no commitment at any time to update the materials at this Site.
• Nothing in these Terms of Use excludes, restricts or modifies the application of the provisions of any statute (including the Competition and Consumer Act 2010 (Cth)) where to do so would contravene that statute or cause any part of these Terms of Use to be void.
• Before using the Site, you should carefully read the Risk Factors, which provide detailed information about the risks associated with the Platform.

Collection of Information

• You authorise Peer Estate to collect and access your information from time to time for the purpose of providing our services to you, and to ensure that Peer Estate is able to provide a secure way of conducting its business and the Platform. These responsibilities extend, among other things, to fraud, money laundering and other crime prevention, careful credit assessment and validation of the identity of all Users of Peer Estate in accordance with Australian laws.
• View our Privacy Policy here.

Peer Estate Intellectual Property

• The trademarks, service marks and logos (“Trade Marks”) used in this Site are our registered or unregistered Trade Marks. You may not copy, reproduce, adapt, display or transmit any Trade Mark in any form without our prior written consent.
• Our domain name www.peerestate.com.au is our uniform resource locator (“URL”). You must not make any use of this URL on another website or digital platform without our prior written consent.
• The Site, its design and layout, may not be copied, reproduced, adapted or transmitted in any form without our prior written consent.
• You may only print, display or download temporary copies of the content of the Site to your own computers for your own use. Your registration and use of our Site confers no rights whatsoever to the content or related intellectual property rights contained in our Site. You agree not to monitor, use or copy our web pages or any content on the Site, including without limitation any price data. Unauthorised use constitutes copyright and/or trademark infringement and may be prosecuted.

Confidentiality

• Confidential Information includes non-public information that Peer Estate furnishes or otherwise makes available to investors with respect to loan participation interests offered on our Site. This includes, without limitation, loan terms, borrower names, lender names, property information, information relating to lenders, partners and third-party business and companies, pricing, and loan agreements (“Confidential Information”).
• You agree that all Confidential Information obtained via your use of the Site shall be kept strictly confidential by you and used only for the purpose of making an offer to acquire a loan participation interest via the Site shall not be disclosed by you to any third party.
• You agree not to contact, either directly or indirectly, any borrower, lender or real estate company in connection with a property, loan or loan participation interest listed on the Site, or any officers, directors, shareholders, consultants, lawyers, employees, agents or other affiliates of these parties, unless the contact is unrelated to any property, loan or loan participation interest listed on the Site.
• Your obligations in connection with Confidential Information under these Terms of Use do not apply to Confidential Information which you can demonstrate:
  • was discovered or developed by you independently with reliance on the Confidential Information; or
  • is required to be disclosed by law, provided that you promptly notify us so that we have an opportunity to obtain relief in connection with such disclosure.
• You undertake not to use the Site to:
  • Collect information provided by the Site for any purpose other than researching potential loan participation interests listed on the Site and acquiring such loan participation interests;
  • Copy, transmit or redistribute any Information obtained on the Site to any third party;
  • Use the Site in any unlawful manner or in any other manner that could damage, disable, overload or impair the Site or the servers on which it is hosted;
  • Falsely misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity; or
  • Use or attempt to use another person’s User Account without authorization from us, or create a false identity in relation to the Site.

Loan Participations

• Underlying loan agreements will be entered into between the relevant underlying borrower(s) and Peer Estate Finance Pty Ltd (ACN 612 189 705).
• Peer Estate Finance Pty Ltd (ACN 612 189 705) is managed by Arch Finance Pty Ltd ACN 137 960 046 as trustee of the Arch Finance Unit Trust, the holder of Australian financial services licence (AFSL 499141).
• Our Site facilitates the purchase of contractual interests in Peer Estate’s rights, benefits, interests and obligations of in respect of underlying loan agreements entered into with borrowers (“Loan Participation Interest”). Arch Finance Pty Ltd ACN 137 960 046 as trustee of the Arch Finance Unit Trust will be the issuer of Loan Participation Interests to you. If you acquire a Loan Participation Interest, the terms and conditions that govern the Loan Participation Interest is set out in the Loan Participation Agreement.
• The offer of Loan Participation Interests from Peer Estate is only made to Australian resident wholesale clients (as that term is defined in the Corporations Act 2001 (Cth)). This does not constitute an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of securities to retail clients (as defined in the Corporations Act 2001 (Cth)) or clients in any other jurisdiction.
• No information on the Site is to be construed as financial product advice or a recommendation, to buy or sell any Loan Participation Interest or any financial product (as that term is defined in the Corporations Act 2001 (Cth)).

User Account

• Upon completion of the registration process, including satisfaction of any required verification checks and acceptance by us, we will open an account in your name in our systems that will enable you to access and use the Site in accordance with the provisions of these Terms of Use (“User Account”).
• Your User Account does not hold any funds. If we approve your application for a User Account, you may be asked to choose a username and password (“Access Codes”).
• Each time you seek to access your User Account, we will check your identity by asking for your Access Codes. As long as your correct Access Codes are entered, we will assume that you are the person giving instructions and you will be liable for those instructions unless you notify us otherwise in accordance with these Terms of Use.
• You must therefore keep the Access Codes secret and secure and make sure that they are not selected or stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Access Codes to any person whom you authorise to access your User Account, you are also responsible and liable for any access, use, misuse or disclosure of your Access Codes or your User Account by such person.
• You must notify us immediately if you discover or suspect that the security of your Access Codes may have been breached. If we receive such a notification from you or determine ourselves that the security of your Access Codes may have been breached, we may elect to cease access to your User Account and you will not be able to access the Site until measures have been taken to verify your identity.

Links to Third Party websites

• Any links to third party websites on this Site are provided solely as a convenience to you and such links are not in any way an association, sponsorship, endorsement, monitoring, approval of, or responsibility for, the linked website or its content, unless an intention to the contrary is expressed. Should you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk.

Termination and Assignment

• We may terminate your User Account and Site access for any reason at any time, with or without notice. Upon the termination of your User Account, your access to the Site will be terminated and we will have no obligation to store or provide you with access to any information relating to your activity on the Site.
• You will not be capable of terminating your registration with Peer Estate at any time whilst you have loan participation interest which are outstanding.
• You may not assign any part of these Terms of Use without our written consent but we may assign these Terms of Use to any associated companies or affiliates without notice to you.

Entire Agreement

• Except as specifically contemplated by these Terms of Use, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in writing.

Applicable Law

• These Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without giving effect to any principles of conflicts of law, notwithstanding that any such conflicts of law may involve the laws of a foreign jurisdiction. Any legal proceedings arising out of or in connection with the use of this Site must be commenced in the appropriate court in Victoria. If you view the contents of or use this Site from locations outside of Victoria, you are solely responsible for compliance with the laws of the jurisdiction in which you view the contents of or use this Site.
• If any provision of these Terms is unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms, and shall not affect the validity and enforceability of any remaining provisions in these Terms.

Complaints

• If you have a complaint, please email us at contact@peerestate.com. Please include brief details of your complaint and your Peer Estate User Account number.

SUMMARY OF KEY RISKS

• The Website facilitates the purchase of contractual interests in Peer Estate’s rights, benefits, interests and obligations of in respect of underlying loan agreements entered into with borrowers (“Loan Participation Interest”). Acquiring Loan Participation Interests through Peer Estate is not without risk. Below we summarise the general risks associated with acquiring Loan Participation Interest. There may also be other risks which are specific to a Loan Participation Interest you acquire or its corresponding underlying loan agreement for any given transaction.

Borrower Credit Risk, Late Payment or Default

• A borrower may delay or stop payment of principal or interest on a loan or default on a loan in respect of which you have acquired a Loan Participation Interest. Receipt of these amounts by Peer Estate is necessary in order for Peer Estate to be able to make corresponding payment to you in respect of your Loan Participation Interest. There is therefore no guarantee that you will receive back your purchase price or receive other payments in respect of the Loan Participation Interest.

Intermediary Risk

• The acquisition of a Loan Participation Interest does not constitute a loan between you and Peer Estate (or a loan between you and the ultimate borrower). You are acquiring a contractual interest in Peer Estate’s rights, benefits, interests and obligations in respect of a specified loan arrangement. You will rank as an unsecured creditor of Peer Estate in respect of these claims and therefore your Loan Participation Interest is at risk of an insolvency event occurring with respect to Peer Estate. In certain circumstances, your Loan Participation Interest may relate not to an underlying loan between Peer Estate and a borrower, but in respect of a participation interest that Peer Estate itself holds in a loan between an underlying lender and a borrower. Your Loan Participation Interest is therefore also at risk in these circumstances of an insolvency event occurring with respect to Peer Estate or that lender. You have no direct right of recourse to Peer Estate, the borrower or lender in the event of the borrower failing to fulfil its obligations under the loan and are relying on Peer Estate to successfully exercise its rights against the relevant borrower (or lender) in that circumstance.

No Withdrawal of Funds Until End of Loan Term

• Your acquisition of a Loan Participation Interest is illiquid and not at call. You will only receive payments in respect of your Loan Participation Interest if and when Peer Estate receives amounts on account of the underlying loan arrangement the subject of your Loan Participation Interest. In addition, the term that applies to an underlying loan arrangement with a borrower may extend beyond the indicative term.