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).
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:
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.
Any person who makes a Scout Referral to TEN13 (Scout) will be deemed to have agreed to and accepted these terms and conditions.
The following persons are not eligible to participate in this Scout Referral Program:
Each Scout agrees and acknowledges the following:
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.
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 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.
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:
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.
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.
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.
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.
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.
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.
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:
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.
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:
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).
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:
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.
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:
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.
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:
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.
For the avoidance of doubt: