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TEN13 Scout Referral Program Terms and Conditions
  1. The program described in this document (Scout Referral Program or Program) is operated and administered by TEN13 Management Pty Ltd ACN 634 071 579 (CAR No 1298306) (TEN13), currently a Corporate Authorised Representative of Boutique Capital Pty Ltd ACN 621 697 621 (Australian financial services licence 508011).

  2. The Scout Referral Program starts on 5 February 2024 and is operated on the basis of the terms and conditions set out below. TEN13 reserves the right in its absolute discretion to:

    • (a) amend the terms and conditions of the Program from time to time by posting a notification of such amendment on its website. For the avoidance of doubt, any Scout Referral (as defined in clause 8 below) which is made after any such amendment is made on the amended terms and conditions of the Program in force as at that time; and/or
    • (b) terminate the Program at any time, by posting a notification on its website that the Program has ended or will end on a specified date. For the avoidance of doubt in the event the Scout Referral Program is terminated, no Scout (as defined in clause 4 below) will be entitled to any remuneration or other benefit under this Program in connection with a Scout Referral which is made on or after the date of termination.
  3. Eligibility

  4. The Scout Referral Program is only open to individuals aged 18 years or over who are approved by TEN13 to be a Scout in writing.

  5. Any person who makes a Scout Referral to TEN13 (Scout) will be deemed to have agreed to and accepted these terms and conditions.

  6. The following persons are not eligible to participate in this Scout Referral Program:

    • (a) any employee or contractor engaged by Transition Level Investments Pty Ltd ACN 154 457 155 (TLI) TEN13 or any of their “related bodies corporate” (as defined in the Corporations Act 2001 (Cth)) from time to time (Current Employee);
    • (b) any immediate family member of a Current Employee, and any company which a Current Employee controls (as that term is defined in section 50AA of the Corporations Act 2001 (Cth)) whether directly or indirectly; and
    • (c) any individual who TEN13 otherwise deems as not being (or no longer being) eligible to participate in this Program in its absolute discretion.
  7. Each Scout agrees and acknowledges the following:

    • (a) they are not a representative or agent of TEN13;
    • (b) they have not and will not hold themselves out as a representative or agent of TEN13; and
    • (c) they are not authorised to and must not provide any advice on behalf of TEN13 in connection with any financial product nor arrange for any another person to deal in any financial product (including without limitation by applying for acquiring and/or issuing a financial product) or to bind or contract on behalf of TEN13 in any way whatsoever.
  8. Nothing in these terms and conditions gives rise to or is to be construed as giving rise to, any relationship of employee-employer, partners, joint venturers, representative-principal or agent- principal as between any Scout and TEN13.

  9. Scout Referrals

  10. A Scout may make a referral (Scout Referral) of a prospective investee company (Qualifying Company) to TEN13 under this Program provided that a Scout Referral may not be made in respect of any company:

    • (a) with which TEN13 has an existing relationship; and/or
    • (b) which TEN13 has previously contacted or been contacted by.
  11. A Scout Referral may only be made through the Scout Referral Program weblink, published on the TEN13 HUB (internal website) and updated from time to time.

  12. If TEN13 receives a Scout Referral which is made validly in accordance with this Program, TEN13 will confirm in writing to the relevant Scout whether:

    • (a) the individual is eligible to be a Scout; and
    • (b) the investee company is a Qualifying Company,
    • within 20 business days of TEN13 receiving such Scout Referral.
  13. TEN13 may in its absolute discretion make an investment in a Qualifying Company. TEN13 has no obligation to provide any Scout with reasons why TEN13 did or did not make an investment in a Qualifying Company.

  14. If TEN13 does make an investment in a Qualifying Company, then, subject to the other terms and conditions set out in this document, the Scout who made the Scout Referral will be entitled to receive 5% of the “Carried Interest” from any “Distributable Cash” (as those terms are defined in the TEN13 “Investment Management Agreement” (as amended from time to time) (IMA)) which is distributed to TEN13 from TEN13’s first investment in the Qualifying Company in accordance with clause 7.1 of the IMA (Scout Benefit) within 30 days of issuing TEN13 with a tax invoice outlining the Scout Benefit.

    • (a) For the avoidance of doubt:
      • (i) “Carried Interest” represents the profit arising from TEN13’s first investment in the Qualifying Company and for clarity does not include any other fees or reimbursement of expenses paid to TEN13;
      • (ii) TEN13 will remain entitled to receive 5% of the “Carried Interest” from such “Distributable Cash” (as those terms are defined in the IMA) which is distributed to TEN13 from TEN13’s first investment in the Qualifying Company; and
      • (iii) no Scout Benefit or other amount is payable to a Scout in connection with any subsequent or follow-on investment which TEN13 makes in the Qualifying Company.
    • (b) A copy of the latest IMA is available at the weblink here.
    • (c) Each Scout confirms that it has read and understood the IMA before it makes any Scout Referral.
  15. TEN13 will provide a Scout with such information as is reasonably necessary to calculate its Scout Benefit and to issue TEN13 with a tax invoice required under clause 12.

  16. A Scout Benefit will only be paid to the Scout who made the Scout Referral. The entitlement to be paid a Scout Benefit is not assignable or transferable, unless to a related entity or individual, approved by TEN13 in writing, prior to receiving a tax invoice under clause 12.

  17. General

  18. If a Scout breaches any term or condition set out in this document, then any accrued but unpaid Scout Benefits will be cancelled and forfeited, and the Scout will not be entitled to any cash payment, compensation or other benefit whatsoever in connection with this Scout Referral Program.

  19. By referring any prospective investee company to TEN13, the Scout warrants to TEN13 that it has the express permission of that company to provide its contact details and for TEN13 to contact that company.

  20. TEN13 reserves the right, at any time, to disqualify any person from participating under the Scout Referral Program in its absolute discretion, including without limitation any person who:

    • (a) breaches these terms and conditions;
    • (b) provides misleading and/or incorrect information in respect of a Qualifying Company. Corrections to any error or omission in information provided by a Scout will only be accepted by TEN13 in its absolute discretion; and/or
    • (c) otherwise interferes with, or attempts to interfere with, the integrity of the Program.
  21. TEN13 may only waive any right it has under or in connection with the Scout Referral Program by signed writing. Any waiver is only effective in the specific instance and for the specific purpose for which it is made.

  22. For the avoidance of doubt, and without limiting the other rights of TEN13 in connection with the Scout Referral Program, if the integrity of the Scout Referral Program is interfered with in any way and/or the Program is not capable of being conducted as reasonably anticipated due to any reason (including without limitation technical difficulties, unauthorised intervention or fraud), then TEN13 reserves the right in its absolute discretion to:

    • (a) disqualify any person or persons from participating under this Program; and/or
    • (b) modify, suspend, terminate, or cancel the Scout Referral Program in respect of one or more persons.
  23. Nothing in these terms and conditions limits, excludes, or modifies or purports to limit, exclude, or modify any applicable statutory guarantees or warranties provided under the Competition and Consumer Act 2010 (Cth), the ASIC Act (Cth), or other consumer protection laws of any Australian State or Territory that cannot be excluded by law (Non-Excludable Guarantees).

  24. Except for any liability that cannot be excluded by law, including the Non-Excludable Guarantees, TEN13 & TLI (including their respective officers, employees and agents) are not responsible for, and disclaim any and all liability for, any negligence, personal injury or other loss or damage whatsoever (including without limitation loss of opportunity), awhether direct indirect, special or consequential, arising in any way out of or in connection with the TEN13 Scout Referral Program, including without limitation:

    • (a) any technical difficulties or equipment malfunction (whether or not under TEN13’s control);
    • (b) any theft unauthorised access or third party interference; and/or
    • (c) any tax liability incurred by a Scout or their related party or affiliated party.
  25. These terms and conditions are governed by the law in force in the state of Queensland, Australia. Each Scout agrees that any dispute arising in connection with the Scout Referral Program which cannot be resolved by good faith negotiations between TEN13 and a Scout shall be referred to mediation or to arbitration.

  26. Scouts acknowledge that TEN13 has no liability or obligation to pay or honour any Scout Benefit if any applicable law, regulation or rule, whether currently in force or introduced subsequently with retrospective application, prohibits the payment or crediting of any reward as envisaged by the Scout Referral Program. Each Scout agrees and acknowledges that neither TEN13 nor any other person:

    • (a) makes any warranty whatsoever that the Program is in compliance with any particular law, regulation, and/or rule; or
    • (b) will be liable to pay any compensation if any applicable law, regulation, or rule prohibits the payment or crediting of any reward as envisaged by the Scout Referral Program.
  27. TEN13 collects and uses personal information in order to conduct the Scout Referral Program and may, for this purpose, disclose such information to third parties, including but not limited to, agents, contractors, service providers, and as required, Australian regulatory authorities. Each Scout consents to this collection and use of their personal information. Any personal information provided is collected, used, and held in accordance with the TEN13 Privacy Policy which can be accessed at https://www.ten13.vc/privacy-policy.

  28. Each Scout acknowledges that where they make a Scout Referral, TEN13 may in its absolute discretion disclose the fact that the Scout may receive a Scout Benefit. Each Scout authorises and consents to such disclosure.

    GST

  29. If a Supply made under or in connection with this Program is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:

    • (a) the Recipient must pay the Supplier an amount equal to the total GST for the Supply as part of the total consideration otherwise payable under this document for that Supply; and
    • (b) the Supplier must give the Recipient a Tax Invoice for the Supply as outlined in clause 12.
  30. Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.

  31. For the avoidance of doubt:

    • (a) any terms capitalised in clauses 26 and 27 and not already defined in this document have the same meaning given to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
    • (b) if the Supply made under or in connection with this Program is subject to GST, then the Scout Benefit referred to in clause 12 will be inclusive of GST.